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
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¨ | Preliminary Information Statement |
¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
X | Definitive Information Statement |
FORMCAP CORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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| July 18, 2011 |
FORMCAP CORP
50 West Liberty Street
Suite 880
Reno, NV , 89501
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
___________________________
July 15, 2011
A majority of the shareholders of Formcap Corp representing 25,254,497 shares of the total, in aggregate totaling 45,788,607 issued and outstanding shares have taken action by written consent to approve an amendment to our Articles of Incorporation, which amendment will:
1.
To authorize the Company to conduct a 10-for-1 reverse stock split of all of its issued and outstanding common stock. All fractional shares will be rounded up to the nearest whole share and there will mandatory exchange of old shares into new shares.
Shareholders of record at the close of business on July 15, 2011 will be entitled to notice of this shareholder action by written consent.
Since these actions have been approved by the holders of greater than 55%, the required majority of the outstanding shares of our voting stock, no proxies were or are being solicited. We anticipate that the reverse split will become effective on or after August 15, 2011.
Formcap Corp
Graham Douglas
President and Director
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
THE COMPANY
The Company has its executive offices at #880-50 West Liberty Street.Reno, NV 89501, and its telephone number is (888) 777-8777. As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company proposes to adopt certain amendments to the Articles of Incorporation by shareholder action as follows:
REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING
To Authorize a reverse split of the common stock on a one for ten basis, by which each ten shares shall become one share; our shareholders have approved a pro-rata reverse split of our common stock, by which each ten shares would become one share.
The shareholders entitled to fractional shares as a result of the reverse
split will have the fractional shares rounded up to the nearest whole share, because the cost of administering fractional share to the Company and the confusion, inconvenience, and administrative time at the transfer agent and for "street name" shareholders. The Board has determined that it is more cost effective and better business practice on a cost/benefit analysis to handle fractional shares this way than to attempt to administer them as fractional shares or to pay cash or scrip for them.
There will be no change in the number of record holders as a result of the reverse split.
We believe that reverse split will be advantageous to us and to all shareholders, because it may provide the opportunity for higher share prices based upon fewer shares. It is also a factor that most brokerage houses do not permit or favor lower-priced stocks to be used as collateral for margin accounts. Certain policies and practices of the securities industry may tend to discourage individual brokers within those firms from dealing in lower-priced stocks. Some of those policies and practices involve time-consuming procedures that make the handling of lower priced stocks economically unattractive. The brokerage commissions on the purchase or sale of lower priced stocks may also represent a higher percentage of the price than the brokerage commission on higher priced stocks.
As a general rule, potential investors who might consider making investments in our company will refuse to do so when the company has a large number of shares issued and outstanding with no equity. In other words, the "dilution" which new investors would suffer would discourage them from investing, as general rule of experience. A reduction in the total outstanding shares may, without any assurance, make our capitalization structure more attractive.
The Proposed Amendment to the Articles of Incorporation for this purpose is: ARTICLE FIVE is hereby amended as follows:
The aggregate number of shares which this corporation shall have authority to issue is twenty million (20,000,000) shares of a par value of ($.001) which shares shall be designated common stock.
"Reverse Stock Split. Each share of the Corporation's Common Stock, par value of $.001, issued and outstanding immediately prior to August 15, 2011 (the "Old Common Stock") shall automatically and without any action on the part of the holder thereof be reclassified as and changed, pursuant to a reverse stock split (the "Reverse Stock Split"), into a fraction thereof of 1/10 of a share of the Corporation's outstanding Common Stock, par value of $.001 (the "New Common Stock"), subject to the treatment of fractional share interests as described below. Each holder of a certificate or certificates which immediately prior to August 15, 2011 represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive, upon surrender of such Old Certificates to the Corporation's Transfer Agent for cancellation, a certificate or certificates (the "New Certificates," whether one or more) representing the number of whole shares of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are classified under the terms hereof. From and after August 15, 2011, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. No certificates or scrip representing fractional share interests in New Common Stock will be issued, and no such fractional share interest will entitle the holder thereof to vote, or to any rights of a shareholder of the Corporation. Any fraction of a share of New Common Stock to which the holder would otherwise be entitled ill be adjusted upward to the nearest whole share. If more than one Old Certificate shall be surrendered at one time for the account of the same Shareholder the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old certificates so surrendered. In the event that the Corporation's Transfer Agent determines that a holder of Old Certificates has not tendered all his certificates for exchange, the Transfer Agent shall carry forward any fractional share until all certificates of that holder have been presented for exchange such that payment for fractional shares to any one person shall not exceed the value of one share. If any New Certificate is to be issued in a name other than that in which the
Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer. From and after August 15, 2011, the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified until after reduced or increased in accordance with applicable law. Fractional shares shall be rounded up to the nearest whole share."
The Company does not now qualify for a listing on any exchange, AMEX, NASDAQ, NYSE, or any smaller exchange. The Company does not meet any exchange qualifications at this time except that it is an SEC registered company. There is no assurance whatsoever that the Company will ever meet most of any exchange listing criteria.
There is no assurance that any effect to the price of our stock will result, or that the market price for our common stock, immediately or shortly after the proposed changes will rise, or that any rise which may occur will be sustained. Market conditions are not predictable and may be influenced by changes in investor attitudes and external economic conditions. We are proposing the steps we deem best calculated to meet the market attractively. We cannot control the market's reaction.
Dissenting shareholders have no appraisal rights under Nevada law or pursuant to our constituent documents of incorporation or bylaws, in connection with the reverse split.
Additional information regarding the Company, its business, its stock, and its financial condition are included in the Company's Form 10-K annual reports and its Form 10-Q quarterly reports. Copies of the Company's Form 10-K for its fiscal year ending December 31, 2010 and its quarterly report on the Form 10-Q for the quarter ending March 30, 2011 are available upon request to: Erwin Liem, #900 – 850 W Hastings Street, Vancouver, B.C. Canada V6C 1E1
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company's common stock as of July 15, 2011 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of the Company's directors and executive officers, and (iii) all officers and directors of the Company as a group. Except as otherwise listed below, the address of each person is c/o Formcap Corp, #900-850 Hastings Street, Vancouver, B.C. Canada V6C 1E1.
Name and Address of Amount and nature of
Beneficial Owner Beneficial Ownership (1)
Blue Ridge Ventures | 350,000 |
Douglas Graham | 100,000 |
Presidents Corporate Group | 3,225,000 |
Presidents Financial | 1,430,000 |
Maxxam Holdings | 888,888 |
Sovereign services ltd | 1,388,889 |
Suzanna Lai Yin | 889,889 |
Herman Bernstein | 1,247,000 |
Kahala Financial | 1,100,000 |
Palancar Enterprises Inc | 1,000,000 |
John Taylor Martin | 40,000 |
Cale Corporation | 1,552,666 |
Sofiane Group | 2,000,000 |
John Wolters | 500,000 |
Mike Gerrits | 1,100,000 |
Jeff Fountain | 4,463,899 |
Thomas Everrts | 735,600 |
Suzanna Lai | 750,000 |
John Graham Douglas | 90,000 |
Cale Corp | 1,282,666 |
Calderan Ventures Ltd | 250,000 |
Jim D Romano | 830,000 |
Joe Guillory | 40,000 |
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Total Number of Shares |
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Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
MANAGEMENT
The following table lists the names of the executive officers and directors of the Company. The directors were appointed in 2011 and will continue to serve until the next annual shareholders meeting or until their successors are appointed and qualified. All officers serve at the discretion of the Board of Directors.
NAME POSITION WITH THE COMPANY
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Graham Douglas President, Director
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Under the Nevada Business Corporation Act and the Company's Articles of Incorporation, as amended, the Company's directors will have no personal liability to the Company or its stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care". This provision does not apply to the directors'
(i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director,
(iii) approval of any transaction from which a director derives an improper personal benefit,
(iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
BOARD COMMITTEES
The Board of Directors currently serves as an Audit Committee and
Compensation Committee. During the fiscal year ended December 31, 2010, the Board of Directors held occasional meetings.
COMPENSATION OF DIRECTORS
Directors receive no cash compensation for their services to the Company as directors, but are reimbursed for expenses actually incurred in connection with attending meetings of the Board of Directors.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Cash Compensation Security Grants
Name and Principal Position Year Salary Bonus Annual Compensation
Graham Douglas President 2011 $0 $0 $0
There have been no Option/SAR grants or exercises in the last fiscal year reportable under Reg. S-B, 402(c) or (d).
(c) Termination of Employment and Change of Control Arrangements. None.
(d) Stock purchase options: None.
INDEPENDENT AUDITORS
The Board of Directors has authorized the firm of Sadler Gibb and Assiciates, C.P.A’s., independent certified public accountants, to serve as independent auditors for the fiscal year ended December 31, 2010.
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's 2010 Annual Meeting should have been received at the Company's principal executive office not later than August 31, 2011. Any such proposal must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange Commission. Shareholder proposals should be addressed to the Secretary of the Company.
Nominations for directors to be elected at the 2011 Annual Meeting, other than those made by the Board of Directors, should be submitted to the Secretary of the Company no later than August 31, 2011. The nomination should include the full name of the nominee and a description of the nominee's back- ground in compliance with Regulation S-K of the reporting rules of the Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter other than those described in this Information Statement is to be presented for the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO GRAHAM DOUGLAS, PRESIDENT OF THE COMPANY, AT FORMCAP CORP., #900 – 850 HASTINGS STREET, VANCOUVER, B.C. CANADA V6C 1C1 TELEPHONE (604) 801-5022, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND INTERIM REPORTS ON FORM 10Q WILL BE PROVIDED WITHOUT CHARGE.
