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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for use of
the Commission only (as
permitted By Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
RTIN HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offering fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of the filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
RTIN HOLDINGS, INC.
911 W. Loop 281
Suite 408
Longview, Texas 75604
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SOLICITATION OF WRITTEN CONSENTS IN LIEU OF MEETING
Effective November 17, 2003
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Approximate date proxy material first sent to stockholders:
October 17, 2003
SOLICITATION BY THE BOARD OF DIRECTORS
The written consent furnished herewith is solicited by the Board of
Directors of RTIN Holdings, Inc. (the "Company"). We are making this
solicitation by mail and in person or by telephone through our officers,
directors and regular employees. We may make arrangements with brokerage houses
or other custodians, nominees and fiduciaries to send proxy material to their
principals. All expenses incurred in this solicitation of written consents will
be paid by the Company.
The written consent is being solicited to obtain the approval by a
majority of the shareholders of the Company to amend the Company's Articles of
Incorporation to (the "Amendment"):
1. Increase the authorized capital from 35,000,000 shares consisting of
25,000,000 shares of Common Stock, $.01 par value per share, and
10,000,000 shares of Preferred Stock, $.10 par value per share, to
60,000,000 shares consisting of 50,000,000 shares of Common Stock,
$.01 par value per share, and 10,000,000 shares of Preferred Stock,
$.10 par value per share.
2. To change the name of the Company from RTIN Holdings, Inc. to
Safescript Pharmacies, Inc.
CONSENTS REQUIRED
The Articles of Incorporation may be amended with the written consent of
two-thirds of the issued and outstanding Common Stock, $.01 par value per share
(the "Common Stock"). As of October 13, 2003, the record date for determination
of the shareholders entitled to submit written consents, there were 24,416,666
outstanding and entitled to vote on the Amendment. Each outstanding share of
Common Stock is entitled to one vote on the Amendment. To be counted, a consent
must be dated not more than 60 days after the first consent received by the
Company. Failure to return a written consent before December 16, 2003 will have
the same effect as returning a written consent on which you have marked your
opposition to the adoption of the amendment.
REVOCABILITY OF CONSENTS,
NOTICE OF ACTION BY CONSENT
AND RIGHTS OF APPRAISAL
Any written consent may be revoked at any time before the receipt by the
Company of consents representing more than two-thirds of the outstanding shares
of Common Stock. A shareholder may revoke his consent by notifying the Secretary
of the Company in writing of the revocation at the address set forth above. The
Company will provide all shareholders with written notice of the approval or
failure of the proposed Amendments as soon as reasonably possible. The Texas
Business Corporation Act does not provide for appraisal or other dissenters
rights in connection with the Amendments.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the beneficial ownership of shares of the
Company's Common Stock by (i) all persons and groups known by the Company to own
beneficially more than 5% of the outstanding shares of the Company's Common
Stock, (ii) each director and nominee, (iii) each person who held the office of
Chief Executive Officer during the last fiscal year or at any time during the
year ended December 31, 2002, (iv) the four highest compensated executive
officers who were serving as executive officers on December 31, 2002 and
received aggregate compensation during that year in excess of $100,000, and (v)
all directors and officers as a group. Information with respect to officers,
directors and their families is as of October 13, 2003 and is based on the books
and records of the Company and information obtained from each individual.
Information with respect to other stockholders is based upon the Schedule 13D or
Schedule 13G filed by such stockholders with the Securities and Exchange
Commission. Unless otherwise stated, the business address of each individual or
group is the same as the address of the Company's principal executive office.
Amount and Nature
Name and Address of Of Beneficial Percent Of
Individual or Group Ownership Class (1)
------------------- --------- ---------
5% STOCKHOLDERS
Peter S. Lynch
82 Devonshire Street, S4
Boston, Massachusetts 02109 1,785,000 7.20%
Laurence I. Solow
801 Rue Burgundy #213
Metairie, Louisiana 70005 2,250,000 9.20%
INDIVIDUAL DIRECTORS AND NOMINEES
Curtis A. Swanson
Chief Executive Officer
724 Roy Green Rd.
Longview, TX 75602
1,062,297 4.40%
Curtis Borman
#3 Borman Road
Longview, TX 75605
185,959 *
Larry Gilliam
P.O. Box 504
Gilmer, TX 75644 114,833 *
2
Amount and Nature
Name and Address of Of Beneficial Percent Of
Individual or Group Ownership Class (1)
------------------- --------- ---------
NON-DIRECTOR EXECUTIVE OFFICERS
Stanley L. Swanson
Retired Chief Executive Officer
705 S. Reserve St.
Missoula, MT 59804 1,090,156 4.46%
David W. Lee
Vice President - Technology
5400 Rustic Trail
Colleyville, TX 76034 94,278 (2) *
Steve Cavender
Chief Financial Officer
2801 Bill Owens Parkway #234
Longview, TX 75605 106,000 (3) *
Dale Barton
Vice President - Pharmacy Operations
3601 Cloverdale
Tyler, TX 75701 105,000 (4) *
ALL EXECUTIVE OFFICERS AS A GROUP
6 Persons 1,668,367 (5) 6.83%
____________________________
* Less than 1%.
(1) Based on the number of shares outstanding as of the record date plus, with
respect to any individual the number of shares with respect to which they
had options or other rights to acquire within sixty (60) days after the
record date of this meeting.
(2) Includes 62,500 shares that may be acquired within 60 days as a result of
the exercise of options.
(3) Includes 106,000 shares that may be acquired within 60 days as a result of
the exercise of options.
(4) Includes 105,000 shares that may be acquired within 60 days as a result of
the exercise of options.
(5) Includes 273,500 shares that may be acquired within 60 days as a result of
the exercises of options.
AMENDMENT TO THE ARTICLES OF INCORPORATION
On September 29, 2003, our Board of Directors has approved the Amendments
to our Articles of Incorporation (a) increasing our authorized capital to
60,000,000 shares of stock consisting of 50,000,000 shares of Common Stock, $.01
par value per share, and 10,000,000 shares of Preferred Stock, $.10 par value
per share, and (b) changing our name to Safescript Pharmacies, Inc. A copy of
the Certificate of Amendment to the Articles of Incorporation is included as an
Appendix to this Solicitation of Written Consents.
3
Our Board of Directors adopted the increase in authorized capital stock
because we are presently limited to the issuance of no more than 25,000,000
shares of Common Stock. As of October 13, 2003 there were 24,416,666 shares of
common stock outstanding. We believe that additional authorized shares will be
necessary to raise investment funds necessary to continue the growth of our
network of Safescript Pharmacies and to update and expand our Safe Med System.
In addition, we intend to adopt certain compensation plans for our employees
that will require the issuance of shares of Common Stock to attract and retain
the personnel that we will need in the future to expand our business.
Our Board of Directors adopted the change in our name to better reflect the
business that is presently conducted by the Company. Our current name, RTIN
Holdings, Inc., is a legacy of our previous business owning and operating
restaurants and hospitality venues and does not inform customers, investors or
other interested persons about the nature of our current operations. We have
operated through the name "Safescript Pharmacies" since March 2002 and we
believe that "Safescript Pharmacies" better reflects the current business of the
Company.
The Board of Directors unanimously recommends that the shareholders approve
the Amendments by signing and returning a written consent as soon as possible.
POTENTIAL ANTI-TAKEOVER EFFECT
OF CERTAIN PROVISIONS
Tender offers or other non-open market acquisitions of stock are usually
made at prices above the prevailing market price. In addition, acquisitions of
stock by persons attempting to acquire control through market purchases may
cause the market price of the stock to reach levels which are higher than would
otherwise be the case. Certain provisions of our Restated Articles of
Incorporation may discourage such purchases, particularly those of less than all
of the outstanding capital stock, and may thereby deprive stockholders of an
opportunity to sell their stock at a temporarily higher price. These provisions
may therefore decrease the likelihood that a tender offer will be made, and, if
made, will be successful. As a result, the provisions may adversely affect those
stockholders who would desire to participate in a tender offer. These provisions
may also serve to insulate incumbent management from change and to discourage
not only sudden or hostile takeover attempts, but also any attempts to acquire
control which are not approved by the board of directors, whether or not
stockholders deem such transactions to be in their best interests.
The following discussion summarizes the reasons for, and the operation and
effects of, certain provisions in our Restated Articles of Incorporation which
management has identified as potentially having an anti-takeover effect. It is
not intended to be a complete description of all potential anti-takeover
effects, and it is qualified in its entirety by reference to our Restated
Articles of Incorporation and bylaws.
Authorized Shares of Common Stock. After the effective date of the
amendment to our Articles of Incorporation we will be authorized to issue up to
50,000,000 shares of Common Stock, of which only approximately 24,416,666 will
be outstanding. The remaining shares of our Common Stock could be issued without
the prior approval of the stockholders to friendly investors in the event of an
attempted acquisition that has not been approved by the Board of Directors or
could be reserved for issuance in connection with a stockholder rights plan or
other anti-takeover plan. The existence of a large number of authorized and
unissued shares of Common Stock may discourage any person from making an
unsolicited attempt to gain control of the Company.
4
Authorized Shares of Preferred Stock. Our Articles of Incorporation
currently authorize the issuance of up to 10,000,000 shares of serial Preferred
Stock, none of which are presently outstanding. The Preferred Stock may be
issued by the Board of Directors without any action on the part of the
stockholders. Shares of our serial Preferred Stock with voting rights could be
issued and would then represent an additional class of stock required to approve
any proposed acquisition. The existence of a large number of authorized and
unissued shares of Preferred Stock may discourage any person from making an
unsolicited attempt to gain control of the Company.
STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Stockholders may submit proposals for the 2004 Annual Meeting by sending
such proposals to the attention of the Secretary. In order to be considered for
inclusion in the proxy statement for the 2004 Annual Meeting, such proposals
should be received by the Company on or before November 13, 2003. Any matter to
be brought before the 2004 Annual Meeting must be received by the Company before
January 27, 2004 to be considered timely and properly before such meeting.
By Order of the Board of Directors,
Lawrence E. Wilson
Secretary
Dated: Longview, Texas
October 17, 2003
5
APPENDIX A
ARTICLES OF AMENDMENT
First Amendment to the First Corrected Articles of Incorporation
of
RTIN Holdings, Inc.
(f/k/a Restaurant Teams International, Inc.)
Pursuant to Section 4.04 of the Texas Business Corporation Act
Article I -Name
The name of the Corporation is RTIN Holdings, Inc.
Article II - Change of Name
The amendment changes the Articles of Incorporation to change the name of the
Corporation by amending Article One of the Articles of Incorporation to read as
follows in its entirety:
The name of the Corporation is Safescript Pharmacies, Inc.
Article III - Increase in Authorized Capital
The amendment changes the authorized capital of the Corporation by amending
Article Four of the Articles of Incorporation to read as follows in its
entirety:
The aggregate number of shares which the Corporation shall have authority
to issue is fifty million (60,000,000) shares, consisting of fifty million
(50,000,000) shares of Common Stock, par value $0.01 per share, and ten
million (10,000,000) shares of Preferred Stock, par value $0.10 per share.
The Preferred Stock may be issued from time to time in one or more series.
The terms of a series, including all rights and preferences, shall be as
specified in the resolution or resolutions adopted by the Board of
Directors designating such series, which resolution or resolutions the
Board of Directors is hereby expressly authorized to adopt. Such resolution
or resolutions with respect to a series shall specify all or such of the
rights or preferences of such series as the Board of Directors shall
determine, including the following, if applicable: (a) the number of shares
to constitute such series and the distinctive designation thereof; (b) the
dividend or manner for determining the dividend payable with respect to the
shares of such series and the date or dates from which dividends shall
accrue, whether such dividends shall be cumulative, and, if cumulative, the
date or dates from which dividends shall accumulate and whether the shares
in such series shall be entitled to preference or priority over any other
series of stock of the Corporation with respect to payment of dividends;
(c) the terms and conditions, including price or a manner for determining
the price, of redemption, if any, of the shares of such series; (d) the
terms and conditions of a retirement or sinking fund, if any, for the
purchase or redemption of the shares of such series; (e) the amount which
the shares of such series shall be entitled to receive, if any, in the
event of any liquidation, dissolution or winding up of the Corporation and
whether such shares shall be entitled to a preference or priority over
shares of another class or series with respect to amounts received in
connection with any liquidation, dissolution or winding up of the
Corporation; (f) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes,
or any other series of the same or any other class or classes of stock, of
the Corporation and the terms and conditions of any such conversion or
exchange; (g) the voting rights, if any, of shares of stock of such series
in addition to those granted herein; (h) the status as to reissuance or
sale of shares of such series redeemed, purchased or otherwise reacquired,
or surrendered to the Corporation upon conversion; (i) the conditions and
restrictions, if any, on the payment of dividends or on the making of other
distributions on, or the purchase, redemption or other acquisition by the
Corporation or any subsidiary, of any other series of stock of the
Corporation ranking junior to such shares as to dividends or upon
liquidation; (j) the conditions, if any, on the creation of indebtedness of
the Corporation, or any subsidiary; and (k) such other preferences, rights,
restrictions and qualifications as the Board of Directors may determine.
Except as otherwise provided in any resolution or resolutions adopted by
the Board of Directors providing for the issuance of a series of Preferred
Stock, the Common Stock shall (a) have the exclusive voting power of the
Corporation; (b) entitle the holders thereof to the voting right described
herein at all meetings of the stockholders of the Corporation; (c) entitle
the holders to share ratably, without preference over any other shares of
the Corporation in all assets of the Corporation in the event of any
dissolution, liquidation or winding up of the Corporation; and (d) entitle
the record holders thereof on such record dates as are determined, from
time to time, by the Board of Directors to receive such dividends, if any,
if, as and when declared by the Board of Directors
Article IV - Date of Adoption
The date of the adoption of the foregoing amendments by the shareholders of the
Corporation is November 17, 2003.
Article V - Statement of Approval
The amendments to the Articles of Incorporation have been approved in the manner
required by the Texas Business Corporation Act and by the constituent documents
of the Corporation.
Article VI - Effective Date
This document shall become effective when it is filed by the Secretary of State
of the State of Texas.
Signature
The undersigned signs this document subject to the penalties imposed by law for
the submission of a false or fraudulent document.
/s/ Curtis A. Swanson
----------------------------
Curtis A. Swanson, President
RTIN HOLDINGS, INC.
WRITTEN CONSENT OF SHAREHOLDERS
IN LIEU OF MEETING
November 17, 2003
The undersigned, representing the number of shares of RTIN Holdings, Inc.,
a Texas corporation (the "Company"), set forth opposite my name below does
hereby consent to the following action of the Company with the same force and
effect as though the following resolutions were adopted at a Meeting of the
shareholders duly called and held at which all of the shares were represented in
person or by proxy:
RESOLVED, that the Company amend its Articles of Incorporation to increase
the authorized capital to 60,000,000 shares consisting of 50,000,000 shares
of Common Stock, $.01 par value per share, and 10,000,000 shares of
Preferred Stock, $.10 par value per share.
FURTHER RESOLVED, that the appropriate officers of the Company are
authorized and directed to sign and cause to be filed a Certificate of
Amendment reflecting the foregoing change with the Secretary of State of
the State of Texas, and to take such other action, sign such other
documents and do such other acts as are necessary and convenient to cause
the foregoing amendment to be adopted and to be in full force and effect.
FURTHER RESOLVED, that anything done by any officer of the Company in
reliance on these resolutions shall be deemed to have been authorized by
the board of directors.
This consent shall be effective as of the date set forth above regardless
of whether it is signed before, on or after such date.
Name Date Signed Number of Votes
________________________________ _______________ _______________
Signature
________________________________
Print Name Exactly as Printed on
Certificate Representing Shares of
Stock.