UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
M Power Entertainment, Inc.
(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 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:
M Power Entertainment, Inc.
2602 Yorktown Place
Houston, Texas 77056
832-284-4276
To Our Stockholders
The purpose of this letter is to inform you that shareholders have voted by written consent on July 19, 2007 to:
¡P amend our Amended and Restated Certificate of Incorporation to change our corporate name from M Power Entertainment, Inc. to eDOORWAYS Corporation; and
¡P authorize us to effect a reverse stock split of our common stock in the range of 1000:1 to 2000:1, as determined in the sole discretion of our Board of Directors.
We established July 19, 2007 as the Record Date. On the Record Date, we had authorized 1,000,000,000 shares of common stock, $.001 par value per share, of which 356,249,763 shares were issued and outstanding and 1,000 shares of Series D Convertible Preferred Stock of which 1,000 shares were outstanding.
On July 19, 2007, holders of a majority of the aggregate of our outstanding common stock and our Series D Convertible Preferred Stock executed a written consent in favor of the actions described above. This consent satisfies the stockholder approval requirement for the proposed actions.
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 this Information Statement has been mailed to stockholders. We anticipate that this Information Statement will be mailed to stockholders on or about July 31, 2007.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies the applicable stockholder voting requirement of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws, we are not asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and explains the terms of the amendment to our Amended and Restated Certificate of Incorporation. Please read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/ Gary F. Kimmons
Gary F. Kimmons
Chief Executive Officer
M Power Entertainment, Inc.
2602 Yorktown Place
Houston, Texas 77056
832-284-4276
--------------------
INFORMATION STATEMENT
--------------------
GENERAL
We are providing this Information Statement to inform you that holders of a majority of the outstanding shares of the aggregate of our common stock and Series D Convertible Preferred Stock adopted the following resolutions by written consent on July 31, 2007:
¡P to amend our Amended and Restated Certificate of Incorporation to change our corporate name from M Power Entertainment, Inc. to eDOORWAYS Corporation; and
¡P to authorize us to effect a reverse stock split of our common stock in the range of 1000:1 to 2000:1, as determined in the sole discretion of our Board of Directors.
We have established July 19, 2007 as the Record Date. We are mailing this Information Statement on or about July 29, 2007 to our stockholders of record at the close of business on July 19, 2007. This Information Statement is being sent to you for information purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies the applicable stockholder voting requirement of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws, we are not asking for a proxy and you are not requested to send one.
STOCKHOLDERS ENTITLED TO VOTE
Holders of our common stock and Series D Stock at the close of business on July 19, 2007 were entitled to vote. On July 19, 2007, we had 356,249,763 shares of common stock issued and outstanding. Each stockholder is entitled to one vote for each share of common stock held by such stockholder. Additionally, we had 1,000 shares of our Series D Stock outstanding. Collectively, the shares of Series D Stock have 51% of the votes of all issued and outstanding shares.
RESULTS OF VOTE
On July 19, 2007, holders of our outstanding common stock and Series D stock executed a written consent in favor of the action described above. The amendment was approved by 181,687,379 votes, or 51.0% of all eligible votes. This consent satisfies the stockholder approval requirement for the proposed action.
COST OF INFORMATION STATEMENT
We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons and will reimburse such persons for expenses incurred in forwarding such material.
INTEREST OF PERSONS ON MATTERS TO BE ACTED ON
No officer or director has a substantial or material interest in the favorable action regarding the resolutions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to our knowledge, certain information concerning the beneficial ownership of our common stock as of July 31, 2007 by each stockholder known by us to be (i) the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each current director,(iii) each of the executive officers named in the Summary Compensation Table who were serving as executive officers at the end of the 2006 fiscal year and (iv) all of our directors and current executive officers as a group:
COMMON SHARES
NAME AND ADDRESS BENEFICIALLY PERCENTAGE OF BENEFICIAL OWNER (1)
| | | |
| Gary F. Kimmons(2) | 13,115,742 | 3.3% |
| Kathryn Kimmons(3) | 13,115,742 | 3.3% |
| Lance Kimmons. | 72,500 | * % |
| Dick Meador (4 | 306,260 | * % |
| | | |
All Directors and Officers as a group (4 people) 26,610,244 6.7%
* If 1% or less.
(1) Unless otherwise provided, the address of all persons listed above is 2602 Yorktown Place, Houston, TX 77056.
(2) Mr. Kimmons is deemed to own (a) 33,636 of these shares owned of record by the Kimmons Family Partnership, Ltd., by virtue of Mr. Kimmons being the General Partner of the Kimmons Family Partnership, Ltd., (b) 3,000 of these shares by virtue of warrants to purchase these shares, and (c)15,000 of these shares by virtue of fully vested options to purchase these shares.
(3) Mrs. Kimmons is deemed to have indirect beneficial ownership of these shares, as the spouse of Gary F. Kimmons.
(4) Mr. Meador is deemed to own 304,500 of these shares by virtue of a warrant to purchase these shares.
RESOLUTION TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR CORPORATE NAME TO eDOORWAYS Corporation.
The Board of Directors has adopted and the stockholders have approved by written consent an amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from M Power Entertainment, Inc. to eDOORWAYS Corporation in order to better reflect our planned future operations. We believe the name eDOORWAYS Corporation better communicates our business plan to become an Internet services corporation providing a new web-based service offering called eDOORWAYS.com.
In connection with this name change, a new trading symbol will be assigned to our common stock on the Over the Counter Bulletin Board.
IMPACT OF PROPOSAL TO SHAREHOLDERS
There will be no material change to shareholders. The currently outstanding stock certificates evidencing shares of our common stock bearing the name "M Power Entertainment, Inc." will continue to be valid and represent shares of our common stock following the name change. You will not have to exchange your existing stock certificates for stock certificates reflecting our new corporate name. However, any stockholder desiring a new form of stock
certificate may submit the existing stock certificate to our transfer agent for cancellation, and obtain a new form of certificate. The transfer agent may impose a reasonable fee for a voluntary exchange of certificates.
Stockholders should not destroy any stock certificate.
RESOLUTION TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE US TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK IN THE RANGE OF 1,000:1 TO 2,000:1, AS DETERMINED IN THE SOLE DISCRETION OF OUR BOARD OF DIRECTORS
OVERVIEW
The Board of Directors has adopted and the stockholders have approved by written consent an amendment to our Amended and Restated Certificate of
Incorporation to effect a reverse stock split of our outstanding Common Stock in the range of 1,000:1 to 2,000:1, as determined in the sole discretion of the Board of Directors ("Reverse Split"). Our Board has the discretion to elect, as it determines to be in the best interests of the company and the
Stockholders, to effect the Reverse Split at any exchange ratio within the range at any time before our 2008 annual stockholder meeting. The Board may elect not to implement the approved Reverse Split in its sole discretion.
THE PURPOSE FOR WHICH THE BOARD WOULD EFFECT THE REVERSE SPLIT
The Board believes that stockholder approval of a range of potential exchange ratios (rather than a single exchange ratio) provides the Board with the flexibility to achieve the desired results of the reverse stock split. The
Board would effect a reverse stock split only upon the Board's determination that a reverse stock split would be in the best interests of the stockholders at that time.
To effect the Reverse Split, we would file an amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.
If the Board elects to implement the Reverse Split, the number of issued and outstanding shares of our Common Stock would be reduced in accordance with the selected exchange ratio for the Reverse Split. The par value and number of authorized shares of the Common Stock would remain unchanged. The Reverse Split would become effective upon filing the amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. No further action on the part of Stockholders would be required to either effect or abandon the Reverse Split. If the Board does not implement the reverse stock split prior to our 2008 annual stockholder meeting, the authority granted in this proposal to implement the reverse stock split will terminate.
The Board reserves its right to elect not to proceed and abandon the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the best interests of our stockholders.
POTENTIAL EFFECTS OF THE PROPOSED REVERSE SPLIT
The immediate effect of the Reverse Split would be to reduce the number of shares of the outstanding Common Stock and to increase the trading price of such Common Stock. However, the effect of any effected Reverse Split upon the market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances sometimes improves stock performance, but in many cases does not. There can be no assurance that the trading price of the Common Stock after the Reverse Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding as a result of the Reverse Split or remain at an increased level for any period. The trading price of the Common Stock may change due to a variety of other factors, including our operating results, other factors related to our business and general market conditions.
EFFECTS ON OWNERSHIP BY INDIVIDUAL STOCKHOLDERS
If we implement the Reverse Split, the number of shares of our Common Stock held by each Stockholder would be reduced by multiplying the number of shares held immediately before the Reverse Split by the selected exchange ratio, and then rounding up to the nearest whole share. We would not pay cash to each Stockholder in respect of any fractional interest in a share resulting from the Reverse Stock Split. The Reverse Split would not affect any Stockholder's percentage ownership interests in the Company or proportionate voting power, except to the extent that interests in fractional shares would be rounded up to the nearest whole share.
EFFECT ON OPTIONS, WARRANTS AND OTHER SECURITIES
In addition, all outstanding options, warrants and other securities entitling their holders to purchase shares of our Common Stock would be adjusted as a result of the Reverse Split, as required by the terms of these securities. In particular, proportionate adjustments will be made to the exercise price per share and the number of shares issuable upon the exercise of all outstanding options, entitling the holders to purchase shares of our common stock, which will result in approximately the same aggregate price being required to be paid for such options upon exercise immediately preceding the reverse stock split. Also, the number of shares reserved for issuance under any existing employee stock option plans would be reduced proportionally based on the selected exchange ratio of the Reverse Split.
OTHER EFFECTS ON OUTSTANDING SHARES
If the Reverse Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would remain the same after the Reverse Split. Each share of Common Stock issued pursuant to the Reverse Split would be fully paid and non-assessable.
The Reverse Split would result in some Stockholders owning "odd-lots" of less than 100 shares of the Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in "round-lots" of even multiples of 100 shares.
AUTHORIZED SHARES OF COMMON STOCK
The Reverse Split, if implemented, would not change the number of authorized shares of the Common Stock as designated by the Amended and Restated Certificate of Incorporation. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares remaining available for issuance under our authorized pool of Common Stock would increase.
The additional shares of Common Stock that would become available for issuance if the Reverse Split is approved could be used by our management to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions that are favored by a majority of the Stockholders or in which the Stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. Although the proposed Reverse Stock Split has been prompted by business and financial considerations, stockholders nevertheless should be aware that approval of the proposal could facilitate future efforts by our management to deter or prevent a change in control of the Company. The Board has no plans to use any of the additional shares of Common Stock that would become available following the approval of the Reverse Split, if any, for any such purposes.
STOCK CERTIFICATES
As of the effective date of the Reverse Split, each certificate representing shares of our Common Stock before the Reverse Stock Split would be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of our Common Stock resulting from the Reverse Split. All shares, underlying options and warrants and other securities would also be automatically adjusted on the effective date.
If you hold your shares of common stock in a brokerage account or in "street name," you will not be required to take any further action. If you hold stock certificates, you will not have to exchange your existing stock certificates for new stock certificates reflecting the reverse split. However, any stockholder desiring a new form of stock certificate may submit the existing stock certificate to our transfer agent for cancellation, and obtain a new form of certificate. The transfer agent may impose a reasonable fee for a voluntary exchange of certificates. Stockholders should not destroy any stock certificate.
FRACTIONAL SHARES
We will not issue fractional shares in connection with the Reverse Split. In order to avoid the expense and inconvenience of issuing and transferring fractional shares of common stock to Stockholders who would otherwise be entitled to receive fractional shares of Common Stock following the Reverse Split, any fractional shares which result from the Reverse Split will be rounded up to the next whole share.
NO APPRAISAL RIGHTS
Under the Delaware General Corporation Law, Stockholders are not entitled to appraisal rights with respect to the proposed amendment to the Amended and Restated Certificate of Incorporation to effect the Reverse Split, and we will not independently provide stockholders with any such right.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the ¡§Exchange Act¡¨), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the ¡§1934 Act Filings¡¨) with the Securities and Exchange Commission (the ¡§Commission¡¨). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (¡§EDGAR¡¨).
The following documents as filed with the Commission by the Company are incorporated herein by reference:
| 1. | Quarterly Report on Form 10-QSB for the year ended March 31, 2007; |
| 2. | Annual Report on Form 10-KSB for the quarter ended December 31, 2006; |
| 3. | Quarterly Report on Form 10-QSB for the year ended September 30, 2006; and |
| 4. | Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006; |
