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 (Amendment No. )
Check the appropriate box:
. Preliminary Information Statement
. Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
X . Definitive Information Statement
Nova Energy, Inc.
(Name of Registrant as Specified In Its Charter)
Copies to:
Andrea Cataneo, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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. Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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. Fee paid previously with preliminary materials.
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NOVA ENERGY, INC.
2520 South Third Street, Suite 206
Louisville, KY 40208
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the holders of more than a majority of the outstanding shares of common stock of Nova Energy, Inc., a Nevada corporation (the “Company” “we”, “us,” or “our”), have approved the following action without a meeting of stockholders in accordance with Section 78.315 of the Nevada Revised Statutes:
The approval of an amendment to our articles of incorporation to (i) effect a change in the name of the Company to Savanna East Africa, Inc., (ii) increase the number of authorized shares of common stock, par value $0.001 (“Common Stock”) from 52,000,000 to 2,000,000,000, and (iii) authorize the issuance of up to 10,000,000 shares of blank check preferred stock.
The enclosed information statement contains information pertaining to the matters acted upon.
Pursuant to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at www.novaei.com.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By Order of the Board of Directors | |
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| /s/ James Tilton |
| James Tilton Director and COO |
May 20, 2010 |
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NOVA ENERGY, INC.
2520 South Third Street, Suite 206
Louisville, KY 40208
INFORMATION STATEMENT
Action by Written Consent of Stockholders
GENERAL INFORMATION
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being furnished in connection with the action by written consent of stockholders taken without a meeting of a proposal to approve the actions described in this information statement. We are mailing this information statement to our stockholders on or about May 21, 2010.
What action was taken by written consent?
We obtained stockholder consent for the approval of an amendment to our articles of incorporation to (i) effect a change in the name of the Company to Savanna East Africa, Inc., (ii) increase the number of authorized shares of common stock, par value $0.001 (“Common Stock”) from 52,000,000 to 2,000,000,000, and (iii) authorize the issuance of up to 10,000,000 shares of blank check preferred stock.
How many shares of Common Stock were outstanding on April 21, 2010?
On April 21, 2010, the date we received the consent of the holders of more than a majority of our outstanding shares of Common Stock, there were 3,672,400 shares of Common Stock outstanding.
What vote was obtained to approve the amendment to the articles of incorporation described in this information statement?
We obtained the approval of the holders of approximately 54.5% of our outstanding shares of Common Stock. Isthmus Horizons, Inc. owns approximately 54.5% of our outstanding Common Stock. Philip Verges, our chief executive officer, is the managing director of Isthmus Horizons, Inc.
Who is paying the cost of this information statement?
We will pay for preparing, printing and mailing this information statement. Our costs are estimated at approximately $10,000.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
Our board of directors and the holders of a majority of our outstanding shares of Common Stock have approved an amendment to our articles of incorporation (the “Amendment”) to (i) effect a change in the name of the Company to Savanna East Africa, Inc., (ii) increase the number of authorized shares of Common Stock from 52,000,000 to 2,000,000,000, and (iii) authorize the issuance of up to 10,000,000 shares of blank check preferred stock.
The Amendment, which will be in the form of Appendix A hereto, will be effective upon filing with the Secretary of State of the State of Nevada. The Company will file the Amendment approximately, but not less than, 20 days after this information statement is mailed to stockholders.
Name Change
As noted above, the Amendment will effect a change in the name of the Company to Savanna East Africa, Inc. The board of directors believes that the new name reflects the Company’s new focus on developing strategic alliances and acquiring companies in Kenya.
Increase in Authorized Common Stock
Upon filing with the Nevada Secretary of State, the Amendment will effect an increase in the number of shares of the Company’s authorized Common Stock, from 52,000,000 to 2,000,000,000. As of April 21, 2010, 3,672,400 shares of Common Stock are issued and outstanding.
Purpose of Increase in Authorized Common Stock
The board of directors believes that the increase in authorized common shares will provide the Company greater flexibility with respect to the Company’s capital structure for purposes including additional equity financings and stock based acquisitions.
Effect of Increase in Authorized Common Stock on Current Shareholders
The additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.
The additional shares of Common Stock could be used in the future for various purposes without further shareholder approval, except as such approval may be required by applicable law. These purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, expanding the company’s business or product lines through the acquisition of other businesses or products, and other purposes.
Possible Anti-Takeover Effects of Increase in Authorized Common Stock
We could also use the additional shares of Common Stock that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. Although the Amendment has not been prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, shareholders should be aware that this proposal could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which the Company’s shareholders might otherwise receive a premium for their shares over then current market prices.
Authorization of Blank Check Preferred Stock
Upon filing with the Nevada Secretary of State, the Amendment will authorize the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value ("Preferred Stock"). The Company’s articles of incorporation authorizes the issuance of 52,000,000 shares of Common Stock. As of April 21, 2010, 3,672,400 shares of Common Stock are issued and outstanding. The Board of Directors will be authorized to fix the designations, rights, preferences, powers and limitations of each series of the Preferred Stock.
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The term "blank check" preferred stock refers to stock which gives the board of directors of a corporation the flexibility to create one or more series of preferred stock, from time to time, and to determine the relative rights, preferences, powers and limitations of each series, including, without limitation: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will be cumulative, (iii) the dividend rate and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of redemption, including timing, rates and prices, (vi) conversion rights, (vii) any sinking fund requirements, (viii) any restrictions on the issuance of additional shares of any class or series, (ix) any voting rights and (x) any other relative, participating, optional or other special rights, preferences, powers, qualifications, limitations or restrictions.
Effect of Amendment on Current Shareholders
The shares of Preferred Stock authorized pursuant to the Amendment could be issued, at the discretion of the Board, for any proper corporate purpose, without further action by the shareholders other than as may be required by applicable law. Existing shareholders do not have preemptive rights with respect to future issuance of Preferred Stock by the Company and their interest in the Company could be diluted by such issuance with respect to any of the following: earnings per share, voting, liquidation rights and book and market value.
The Board of Directors will have the power to issue the shares of Preferred Stock in one or more classes or series with such preferences and voting rights as the Board of Directors may fix in the resolution providing for the issuance of such shares. The issuance of shares of Preferred Stock could affect the relative rights of the Company's shares of Common Stock. Depending upon the exact terms, limitations and relative rights and preferences, if any of the shares of Preferred Stock as determined by the Board of Directors at the time of issuance, the holders of shares of Preferred Stock may be entitled to a higher dividend rate than that paid on the Common Stock, a prior claim on funds available for the payment of dividends, a fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights, rights to convert their shares of Preferred Stock into shares of Common Stock, and voting rights which would tend to dilute the voting control of the Company by the holders of shares of Common Stock. Depending on the particular terms of any series of the Preferred Stock, holders thereof may have significant voting rights and the right to representation on the Company's Board of Directors. In addition, the approval of the holders of shares of Preferred Stock, voting as a class or as a series, may be required for the taking of certain corporate actions, such as mergers.
Purpose of Authorization of Blank Check Preferred Stock
The Board of Directors believes that the authorization of shares of Preferred Stock is desirable because it will provide the Company with increased flexibility of action to meet future working capital and capital expenditure requirements through equity financings without the delay and expense ordinarily attendant on obtaining further shareholder approvals. The Board of Directors believes that the authorization of blank check preferred stock will improve the Company's ability to attract needed investment capital, as various series of the Preferred Stock may be customized to meet the needs of any particular transaction or market conditions.
Possible Anti-Takeover Effects of Authorization of Blank Check Preferred Stock
The issuance of shares of Preferred Stock may have the effect of discouraging or thwarting persons seeking to take control of the Company through a tender offer, proxy fight or otherwise or seeking to bring about removal of incumbent management or a corporate transaction such as a merger. For example, the issuance of shares of Preferred Stock in a public or private sale, merger or in a similar transaction may, depending on the terms of the series of Preferred Stock dilute the interest of a party seeking to take over the Company. Further, the authorized Preferred Stock could be used by the Board of Directors for adoption of a shareholder rights plan or "poison pill."
The Amendment was not proposed in response to, or for the purpose of deterring, any effort to obtain control of the Company or as an anti-takeover measure. It should be noted that any action taken by the Company to discourage an attempt to acquire control of the Company might result in shareholders not being able to participate in any possible premiums which might be obtained in the absence of anti-takeover provisions. Any transaction which may be so discouraged or avoided could be a transaction that the Company's shareholders might consider to be in their best interests. However, the Board of Directors has a fiduciary duty to act in the best interests of the Company's shareholders at all times.
BENEFICIAL OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF MANAGEMENT
As of April 21, 2010, we had 3,672,400 shares of Common Stock issued and outstanding, which is the only class of voting securities that would be entitled to vote for directors at a stockholders' meeting if one were to be held. Each share of Common Stock is entitled to one vote.
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Security Ownership of Certain Beneficial Owners and Management of the Company:
The following table sets forth the beneficial ownership of our company’s capital stock as of April 21, 2010, as to
·
Each person known to beneficially own more than 5% of the Company’s common stock
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Each of our directors
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Each executive officer
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All directors and officers as a group
Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
* Less than 1%
(1)
Except as otherwise indicated, the address of each beneficial owner is c/o Nova Energy, Inc, 2520 South Third Street, Suite 206, Louisville, KY 40208.
(2)
Applicable percentage ownership is based on 3,672,400 shares of common stock outstanding as of April 21, 2010, together with securities exercisable or convertible into shares of common stock within 60 days of April 21, 2010 for each stockholder. 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 that are currently exercisable or exercisable within 60 days of April 21, 2010 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)
Represents shares held by Isthmus Horizons, Inc., of which Philip Verges is managing director.
(4)
Philip Verges has voting and investment power over the shares of the Company held by Isthmus Horizons, Inc.
ADDITIONAL AVAILABLE INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and in accordance with such act we file periodic reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the public reference facilities of the Securities and Exchange Commission at 100 F Street, N.E., Washington D.C. 20549, or may be accessed at www.sec.gov.
| By Order of the Board of Directors |
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| /s/ James Tilton |
| James Tilton Director and COO |
May 20, 2010 |
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Appendix A
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
1. Name of corporation:
Nova Energy, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
Article I is hereby amended in its entirely to read as follows:
The name of the corporation is Savanna East Africa, Inc.
Article IV is hereby amended in its entirety to read as follows:
The total number of shares of stock which the Corporation shall have the authority to issue to issue is Two Billion Ten Million (2,010,000,000) which shall consist of (i) Two Billion (2,000,000,000) shares of common stock, par value $0.001 per share, and (ii) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). 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.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:
4. Effective date of filing (optional):
5. Signature (required): | /s/ James Tilton |
| Chief Operating Officer |
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