SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
|_| Definitive Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
Cyberlux Corporation
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
[X] No fee required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the 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 offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CYBERLUX CORPORATION
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, North Carolina 27703
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
Durham, North Carolina
*, 2005
This information statement has been mailed on or about *, 2005 to the
stockholders of record on *, 2005 (the "Record Date") of Cyberlux Corporation, a
Nevada corporation (the "Company") in connection with certain actions to be
taken by the written consent by the majority stockholders of the Company, dated
as of May 2, 2005. The actions to be taken pursuant to the written consent shall
be taken on or about *, 2005, 20 days after the mailing of this information
statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Donald F. Evans
---------------------
Chairman of the Board
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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED MAY 2, 2005
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
a written consent of a majority of stockholders dated May 2, 2005, in lieu of a
special meeting of the stockholders. Such action will be taken on or about *,
2005:
1. To Amend the Company's Articles of Incorporation, as amended, to increase the
number of authorized shares of common stock, par value $.001 per share (the
"Common Stock"), of the Company from 300,000,000 shares to 700,000,000 shares.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted
of 300,000,000 shares of Common Stock, of which * shares were issued and
outstanding as of the Record Date. Holders of Common Stock of the Company have
no preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock. As of the Record Date, the Company also had 800,000 shares of
Series B preferred stock issued and outstanding. Each share of Series B
preferred stock is entitled to voting rights equal to ten times the number of
shares of Common Stock such holder of Series B Preferred Stock would receive
upon conversion of such holder's shares of Series B Preferred Stock. The
conversion price is $0.10 per share.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders. However, as a result of the voting rights of the
Series B preferred stockholders who hold at least a majority of the voting
rights of all outstanding shares of capital stock as of May 2, 2005, will have
voted in favor of the foregoing proposals by resolution dated May 2, 2005; and
having sufficient voting power to approve such proposals through their ownership
of capital stock, no other stockholder consents will be solicited in connection
with this Information Statement. Donald F. Evans holds 275,103 shares of Series
B preferred stock, Alan H. Ninneman holds 180,652 shares of Series B preferred
stock, John W. Ringo holds 166,915 shares of Series B preferred stock , Mark D.
Schmidt holds 101,000 shares of Series B preferred stock and David D. Downing
holds 76,330 shares of Series B preferred stock. Combined, they hold 83,255,000
votes out of a total of 113,991,780 possible votes on each matter submitted to
the stockholders. Donald F. Evans, Alan H. Ninneman, John W. Ringo, Mark D.
Schmidt and David D. Downing are the shareholders who will have voted in favor
of the foregoing proposals by resolution dated May 2, 2005.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on *, 2005.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 78.370 of the Nevada General Corporation Law.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following tables sets forth, as of May 2, 2005, the number of and
percent of the Company's common stock beneficially owned by
o all directors and nominees, naming them,
o our executive officers,
o our directors and executive officers as a group, without naming
them, and
o persons or groups known by us to own beneficially 5% or more of our
common stock:
The Company believes that all persons named in the table have sole voting
and investment power with respect to all shares of common stock beneficially
owned by them.
A person is deemed to be the beneficial owner of securities that can be
acquired by him within 60 days from May 2, 2005 upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants or convertible securities that
are held by him, but not those held by any other person, and which are
exercisable within 60 days of May 2, 2005 have been exercised and converted.
TOTAL VOTES PERCENTAGE
NUMBER OF ENTITLED TO OF TOTAL
SHARES BE CAST ON VOTES ON
NAME AND ADDRESS BENEFICIALLY PERCENTAGE OF SHAREHOLDER SHAREHOLDER
OF OWNER TITLE OF CLASS OWNED(1) CLASS (2) MATTERS (3) MATTERS (4)
------------------------------------------------------------------------------------------------------------------------------------
Donald F. Evans Common Stock 28,965,300 (5) 47.10% 28,965,300 (5) 25.41%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
Mark D. Schmidt Common Stock 10,300,000 (6) 23.36% 10,300,000 (6) 9.04%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
Alan H. Ninneman Common Stock 18,715,200 (7) 35.95% 18,715,200 (7) 16.42%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
John W. Ringo Common Stock 17,141,500 (8) 33.82% 17,141,500 (8) 15.04%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
David D. Downing Common Stock 8,133,000 (9) 19.54% 8,133,000 (9) 7.13%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
All Officers and Directors Common Stock 83,255,000 (10) 70.18% 83,255,000 (10) 73.04%
As a Group (5 persons)
====================================================================================================================================
Katherine Kurzman Preferred A 13 7.61%
800 West End Avenue
New York, NY 10025
Lon E. Bell Preferred A 10 5.85%
1819 N. Grand Oaks
Altadena, CA 91001
Wilson A. Knott Preferred A 10 5.85%
200 Red Bud Lane
Longwood, FL 32779
====================================================================================================================================
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====================================================================================================================================
Donald F. Evans Preferred B 275,103 34.39%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
Mark D. Schmidt Preferred B 101,000 12.63%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
Alan H. Ninneman Preferred B 180,652 22.58%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
John W. Ringo Preferred B 166,915 20.86%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
David D. Downing Preferred B 76,330 9.54%
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
====================================================================================================================================
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of May 2, 2005 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
(2) For purposes of calculating the percentage beneficially owned, the
number of shares of each class of stock deemed outstanding include
33,991,780 common shares; 170.86 Preferred "A" Shares and 800,000
Preferred "B" Shares outstanding as of May 2, 2005.
(3) This column represents the total number of votes each named
shareholder is entitled to vote upon matters presented to the shareholders
for a vote.
(4) For purposes of calculating the percentage of total votes on
shareholder matters, the total number of votes entitled to vote on matters
submitted to shareholders is 113,991,780, which includes: one vote for
each share of common stock currently outstanding (33,991,780); and 100
votes for each share of Series B preferred stock outstanding (800,000
shares of Series B stock * 100 = 80,000,000).
(5) Includes 275,103 shares of Series B convertible preferred stock
convertible into 27,510,300 shares of common stock and the right to cast
27,510,300 votes.
(6) Includes 101,000 shares of Series B convertible preferred stock
convertible into 10,100,000 shares of common stock and the right to cast
10,100,000 votes.
(7) Includes 180,652 shares of Series B convertible preferred stock
convertible into 18,065,200 shares of common stock and the right to cast
18,065,200 votes.
(8) Includes 166,915 shares of Series B convertible preferred stock
convertible into 16,691,500 shares of common stock and the right to cast
16,691,500 votes.
(9) Includes 76,330 shares of Series B convertible preferred stock
convertible into 7,633,000 shares of common stock and the right to cast
7,633,000 votes.
(10) Includes 800,000 shares of Series B convertible preferred stock
convertible into 80,000,000 shares of common stock and the right to cast
80,000,000 votes.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
On May 2, 2005, the majority stockholders of the Company approved an
amendment to the Company's Articles of Incorporation, as amended, to increase
the number of authorized shares of Common Stock from 300,000,000 to 700,000,000.
The Company currently has authorized capital stock of 300,000,000 shares and
approximately 33,991,780 shares of Common Stock are outstanding as of May 2,
2005. The Board believes that the increase in authorized common shares would
provide the Company greater flexibility with respect to the Company's capital
structure for such purposes as additional equity financing, and stock based
acquisitions.
INCREASE IN AUTHORIZED COMMON STOCK
The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.
As of the Record Date, a total of * shares of the Company's currently
authorized 300,000,000 shares of Common Stock are issued and outstanding. The
increase in the number of authorized but unissued shares of Common Stock would
enable the Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such as raising
additional capital for ongoing operations, business and asset acquisitions,
stock splits and dividends, present and future employee benefit programs and
other corporate purposes.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company, even if the persons seeking to obtain
control of the Company offer an above-market premium that is favored by a
majority of the independent shareholders. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Company does not have any other provisions in its articles or
incorporation, by-laws, employment agreements, credit agreements or any other
documents that have material anti-takeover consequences. Additionally, the
Company has no plans or proposals to adopt other provisions or enter into other
arrangements, except as disclosed below, that may have material anti-takeover
consequences. The Board of Directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Company, and this proposal is
not being presented with the intent that it be utilized as a type of anti-
takeover device.
Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which are proposed to be authorized:
o SECURED CONVERTIBLE NOTES
To obtain funding for its ongoing operations, the Company entered into a
Securities Purchase Agreement with four accredited investors, AJW
Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New
Millennium Capital Partners, LLC, on April 22, 2005 for the sale of (i)
$1,500,000 in convertible notes and (ii) warrants to buy 25,000,000 shares
of our common stock. The investors are obligated to provide us with an
aggregate of $1,500,000 as follows:
o $600,000 was disbursed on April 22, 2005;
o $500,000 will be disbursed within five days of the filing of this
registration statement; and
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o $400,000 will be disbursed within five days of the effectiveness of
this prospectus.
Accordingly, we have received a total of $600,000 pursuant to the
Securities Purchase Agreement. The proceeds received from the sale of the
secured convertible notes will be used for business development purposes,
working capital needs, pre-payment of interest, payment of consulting and
legal fees and purchasing inventory.
The secured convertible notes bear interest at 10%, mature three years
from the date of issuance, and are convertible into our common stock, at
the investors' option, at the lower of (i) $0.03 or (ii) 50% of the
average of the three lowest intraday trading prices for the common stock
on a principal market for the 20 trading days before but not including the
conversion date. As of May 2, 2005, the average of the three lowest
intraday trading prices for our common stock during the preceding 20
trading days as reported on the Over-The-Counter Bulletin Board was $.02
and, therefore, the conversion price for the secured convertible notes was
$.01. Based on this conversion price, the $1,500,000 secured convertible
notes, excluding interest, were convertible into 150,000,000 shares of our
common stock. If the Company's stock price should decrease, the Company
will be required to issue substantially more shares, which will cause
dilution to the Company's existing stockholders. There is no upper limit
on the number of shares that may be issued, which will have the effect of
further diluting the proportionate equity interest and voting power of
holders of the Company's common stock.
The full principal amount of the convertible notes are due upon default
under certain terms of convertible notes. The Company is obligated to
register the resale of the conversion shares issuable upon conversion of
the notes under the Securities Act of 1933, as amended, no later than
forty-five (45) days from April 22, 2005. In addition, management is also
obligated, pursuant to the Securities Purchase Agreement, to vote in favor
of an increase in the Company's common stock as well as to recommend such
increase to the Company's stockholders. In the event that the increase in
the Company's authorized common stock is not approved, an event of default
will exist upon the Company's failure to rectify such default within ten
days of receipt of a notice of default from the investor and the investor
may demand that all interest owed on the secured convertible note be paid
in either cash or common stock. Furthermore, upon the event of default,
the investors have a first priority security interest in substantially all
of our assets and can take possession of them upon an event of default.
The following are the risks associated with entering into the Securities
Purchase Agreement:
THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURED CONVERTIBLE NOTES AND
WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
As of May 2, 2005, we had 33,991,780 shares of common stock issued and
outstanding, secured convertible notes outstanding that may be converted into an
estimated 60,000,000 shares of common stock at current market prices and
outstanding warrants to purchase 10,000,000 shares of common stock.
Additionally, we have an obligation to sell secured convertible notes that may
be converted into an estimated 90,000,000 shares of common stock at current
market prices and issue warrants to purchase 15,000,000 shares of common stock
in the near future. Additionally, pursuant to a prior financing with the selling
stockholders, we still have outstanding secured convertible notes that may be
converted into an estimated 141,294,800 shares of common stock at current market
prices and outstanding warrants to purchase 2,250,000 shares of common stock. In
addition, the number of shares of common stock issuable upon conversion of the
outstanding secured convertible notes may increase if the market price of our
stock declines. All of the shares, including all of the shares issuable upon
conversion of the secured convertible notes and upon exercise of our warrants,
may be sold without restriction. The sale of these shares may adversely affect
the market price of our common stock.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH
WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
Our obligation to issue shares upon conversion of our secured convertible
notes is essentially limitless. The following is an example of the amount of
shares of our common stock that are issuable, upon conversion of our secured
convertible notes (excluding accrued interest), based on market prices 25%, 50%
and 75% below the market price, as of May 4, 2005 of $0.03.
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Number % of
% Below Price Per With Discount of Shares Outstanding
Market Share at 50% Issuable Stock
------ ----- ------ -------- -----
25% $.0225 $.01125 133,333,334 79.69%
50% $.015 $.0075 200,000,000 85.47%
75% $.0075 $.00375 400,000,000 92.17%
As illustrated, the number of shares of common stock issuable upon
conversion of our secured convertible notes will increase if the market price of
our stock declines, which will cause dilution to our existing stockholders.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON STOCK, WHICH
COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
The secured convertible notes are convertible into shares of our common
stock at a 50% discount to the trading price of the common stock prior to the
conversion. The significant downward pressure on the price of the common stock
as the investors convert and sells material amounts of common stock could
encourage short sales by investors. This could place further downward pressure
on the price of the common stock. The investors could sell common stock into the
market in anticipation of covering the short sale by converting their
securities, which could cause the further downward pressure on the stock price.
In addition, not only the sale of shares issued upon conversion or exercise of
the secured convertible notes, but also the mere perception that these sales
could occur, may adversely affect the market price of the common stock.
THE ISSUANCE OF SHARES UPON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.
The issuance of shares upon conversion of the secured convertible notes
and exercise of warrants may result in substantial dilution to the interests of
other stockholders since the investors may ultimately convert and sell the full
amount issuable on conversion. Although the investors may not convert their
secured convertible notes and/or exercise their warrants if such conversion or
exercise would cause them to own more than 4.9% of our outstanding common stock,
this restriction does not prevent the investors from converting and/or
exercising some of their holdings and then converting the rest of their
holdings. In this way, the investors could sell more than this limit while never
holding more than this limit. There is no upper limit on the number of shares
that may be issued which will have the effect of further diluting the
proportionate equity interest and voting power of holders of our common stock,
including investors in this offering.
IN THE EVENT THAT OUR STOCK PRICE DECLINES, THE SHARES OF COMMON STOCK ALLOCATED
FOR CONVERSION OF THE SECURED CONVERTIBLE NOTES AND REGISTERED PURSUANT TO A
REGISTRATION STATEMENT MAY NOT BE ADEQUATE AND WE MAY BE REQUIRED TO FILE A
SUBSEQUENT REGISTRATION STATEMENT COVERING ADDITIONAL SHARES. IF THE SHARES WE
HAVE ALLOCATED AND ARE REGISTERING HEREWITH ARE NOT ADEQUATE AND WE ARE REQUIRED
TO FILE AN ADDITIONAL REGISTRATION STATEMENT, WE MAY INCUR SUBSTANTIAL COSTS IN
CONNECTION THEREWITH.
Based on our current market price and the potential decrease in our market
price as a result of the issuance of shares upon conversion of the secured
convertible notes, we have made a good faith estimate as to the amount of shares
of common stock that we are required to register and allocate for conversion of
the secured convertible notes. Accordingly, we have allocated and plan to
register 150,000,000 shares to cover the conversion of the secured convertible
notes. In the event that our stock price decreases, the shares of common stock
we have allocated for conversion of the secured convertible notes and are
registering hereunder may not be adequate. If the shares we have allocated to
the registration statement are not adequate and we are required to file an
additional registration statement, we may incur substantial costs in connection
with the preparation and filing of such registration statement.
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IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE
NOTES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR
RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED CONVERTIBLE NOTES, IF
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.
In April 2005, we entered into a Securities Purchase Agreement for the
sale of an aggregate of $1,500,000 principal amount of secured convertible
notes. The secured convertible notes are due and payable, with 10% interest,
three years from the date of issuance, unless sooner converted into shares of
our common stock. Although we currently have $600,000 secured convertible notes
outstanding, the investors are obligated to purchase additional secured
convertible notes in the aggregate of $900,000. In addition, any event of
default such as our failure to repay the principal or interest when due, our
failure to issue shares of common stock upon conversion by the holder, our
failure to timely file a registration statement or have such registration
statement declared effective, breach of any covenant, representation or warranty
in the Securities Purchase Agreement or related convertible note, the assignment
or appointment of a receiver to control a substantial part of our property or
business, the filing of a money judgment, writ or similar process against our
company in excess of $50,000, the commencement of a bankruptcy, insolvency,
reorganization or liquidation proceeding against our company and the delisting
of our common stock could require the early repayment of the secured convertible
notes, including a default interest rate of 15% on the outstanding principal
balance of the notes if the default is not cured with the specified grace
period. We anticipate that the full amount of the secured convertible notes will
be converted into shares of our common stock, in accordance with the terms of
the secured convertible notes. If we were required to repay the secured
convertible notes, we would be required to use our limited working capital and
raise additional funds. If we were unable to repay the notes when required, the
note holders could commence legal action against us and foreclose on all of our
assets to recover the amounts due. Any such action would require us to curtail
or cease operations.
9
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2004 is being delivered to you with this Information Statement. We
will furnish any exhibit to our Annual Report on Form 10-KSB free of charge to
any shareholder upon written request to John W. Ringo, Secretary, Cyberlux
Corporation, 4625 Creekstone Drive, Suite 100, Research Triangle Park, Durham,
North Carolina 27703. The Annual Report is incorporated in this Information
Statement. You are encouraged to review the Annual Report together with
subsequent information filed by the Company with the SEC and other publicly
available information.
By Order of the Board of Directors,
/s/ Donald F. Evans
---------------------
Donald F. Evans
Chairman of the Board
Durham, North Carolina
May 9, 2005
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CYBERLUX CORPORATION
The undersigned, being the Chief Executive Officer and Secretary of
CYBERLUX CORPORATION, a corporation existing under the laws of the State of
Nevada, do hereby certify under the seal of the said corporation as follows:
1. The certificate of incorporation of the Corporation is hereby amended by
replacing Article Fourth, in its entirety, with the following:
"FOURTH: The Corporation is authorized to issue two classes of
stock. One class of stock shall be Common Stock, par value $0.001. The
second class of stock shall be Preferred Stock, par value $0.001. The
Preferred Stock, or any series thereof, shall have such designations,
preferences and relative, participating, optional or other special rights
and qualifications, limitations or restrictions thereof as shall be
expressed in the resolution or resolutions providing for the issue of such
stock adopted by the board of directors and may be made dependent upon
facts ascertainable outside such resolution or resolutions of the board of
directors, provided that the matter in which such facts shall operate upon
such designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of stock is clearly and expressly set
forth in the resolution or resolutions providing for the issuance of such
stock by the board of directors.
The total number of shares of stock of each class which the
Corporation shall have authority to issue and the par value of each share
of each class of stock are as follows:
Class Par Value Authorized Shares
----- --------- -----------------
Common $0.001 700,000,000
Preferred $0.001 5,000,000
-----------
Totals: 705,000,000"
2. The amendment of the articles of incorporation herein certified has been duly
adopted by the unanimous written consent of the Corporation's Board of Directors
and a majority of the Corporation's stockholders in accordance with the
provisions of Section 78.320 of the General Corporation Law of the State of
Nevada.
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's Articles
of Incorporation, as amended, to be signed by Donald F. Evans, its Chief
Executive Officer, and John W. Ringo, its Secretary, this __th day of _______,
2005.
CYBERLUX CORPORATION
By:
----------------------------------------
Donald F. Evans, Chief Executive Officer
By:
----------------------------------------
John W. Ringo, Secretary
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