SCHEDULE 14C INFORMATION
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Information Statement
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14c-5(d)(2))
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ALEXANDRIA HOLDINGS, INC.
(Name of registrant as Specified in its Charter)
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ALEXANDRIA HOLDINGS, INC.
43180 BUSINESS PARK DRIVE SUITE 202
TEMECULA, CALIFORNIA 92590
(951) 587-9100
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
HELD ON SEPTEMBER 19, 2005
Dear Shareholders:
A special meeting of shareholders of Alexandria Holdings, Inc., a Nevada corporation (the "Company"), was held on September 19, 2005 at 10:00 a.m. local time, at 43180 Business Park Drive, Suite 202, Temecula, CA 92590 for the following purposes:
1. To consider and vote upon a proposal to amend the Company's Articles of Incorporation:
a.
To authorize 2,005,000,000 shares of capital stock of the Company, of which 2 billion shares will relate to Common Stock and 5,000,000 million shares will relate to preferred stock, subject to further designation by the Board of Directors of the Company; and
b.
To amend Article I of the Articles of Incorporation to read as follows: “The name of this corporation is Entertainment Capital Corporation”, and
c.
To effect a 1-for-3.8 reverse stock split of the Company's common stock (the "Common Stock") by reducing the number of issued and outstanding shares of Common Stock from 6,562,500 to approximately 1,720,000 (the "Reverse Split").
Only shareholders of record at the close of business on September 19, 2005 are entitled to receive this Information Statement and notice of the special meeting and to vote on the above matters.
| By Order of the Board of Directors, Temecula, California | /s/ Steven R. Peacock Steven R. Peacock Chief Executive Officer |
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ALEXANDRIA HOLDINGS, INC.
43180 BUSINESS PARK DRIVE SUITE 202
TEMECULA, CALIFORNIA 92590
INFORMATION STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
HELD ON SEPTEMBER 19, 2005
INTRODUCTION
This Information Statement is being furnished to the shareholders of Alexandria Holdings, Inc., a Nevada corporation (the "Company"), to inform them of a special meeting of shareholders. This meeting (referred to herein as the "Special Meeting") was held on September 19, 2005 at 43180 Business Park Drive, Suite 202, Temecula, CA 92590 at 10:00 a.m. local time. Only shareholders of record at the close of business on September 19, 2005 (the "Record Date") will be entitled to receive this Information Statement and to vote at the Special Meeting. This Information Statement and the Notice of Special Meeting are first being mailed to the Company's shareholders on or about September 30, 2005. The actions taken by the shareholders will not become effective until after this Form 14-C has been accepted by the Commission and proper notice has been given to shareholders (the “Effective Date”).
At the Special Meeting, holders of common stock (the "Common Stock") of the Company voted to amend the Company’s Articles of Incorporation:
1. To consider and vote upon a proposal to amend the Company's Articles of Incorporation:
a.
To authorize 2,005,000,000 shares of capital stock of the Company, of which 2 billion shares will relate to Common Stock and 5,000,000 million shares will relate to preferred stock, subject to further designation by the Board of Directors of the Company; and
b.
To amend Article I of the Articles of Incorporation to read as follows: “The name of this corporation is Entertainment Capital Corporation”, and
c.
To effect a 1-for-3.8 reverse stock split of the Company's common stock (the "Common Stock") by reducing the number of issued and outstanding shares of Common Stock from 6,562,500 to approximately 1,720,000 (the "Reverse Split").
The Company had present at the meeting the voting equivalent of 6,520,000 shares of Common Stock, representing approximately 99.35% of the total outstanding capital stock entitled to vote on shareholder matters. Each of these shares voted to approve the proposal described in this Information Statement. Accordingly, no proxies will be solicited and no action is required on your behalf. The cost of printing and distributing this Information Statement and holding the Special Meeting (including the reimbursement of certain parties for their expenses in forwarding this Information Statement to beneficial owners of the Common Stock) will be paid by the Company.
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The Company's principal executive offices are located at 43180 Business Park Drive, Suite 202, Temecula, CA 92590.
THIS DOCUMENT IS REQUIRED UNDER THE FEDERAL SECURITIES LAWS AND IS PROVIDED SOLELY FOR YOUR INFORMATION. WE ARE NOT ASKING YOU FOR APROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION REGARDING THE PROPOSAL
GENERAL
The proposal to amend the Company's Articles of Incorporation is described below. A copy of the Articles of Incorporation, as amended to reflect the changes contemplated by the proposal, is attached to this Information Statement as Exhibit A.
a)
AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES
Purpose: The Company's Board of Directors has unanimously adopted a resolution seeking shareholder approval to amend the Articles of Incorporation to increase the number of authorized shares of capital stock to 2,005,000,000 shares, 2 billion of which will relate to Common Stock, 5,000,000 million of which will related to preferred stock. The Board of Directors believes that this increase in the number of authorized shares is in the best interest of the Company in that it will provide the Company with available shares which could be issued for various corporate purposes, including acquisitions, stock dividends, stock splits, stock options, convertible debt and equity financings, as the Board of Directors determines in its discretion. The Board further believes that the increase in the number of authorized shares of Common Stock will enable the Company to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of shareholders. The Company presently has no specific plans, arrangements or understandings, either written or oral, to issue any of the additional authorized shares of Common Stock or preferred stock.
Effect: The issuance by the Company of any additional shares of Common Stock would dilute both the equity interests and the earnings per share of existing holders of the Common Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of Common Stock will have voting and other rights identical to those of the currently authorized shares of Common Stock. The newly authorized preferred stock will have voting and other rights as determined by the Board of Directors.
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No Dissenters' Rights: The holders of the Company's Common Stock are not entitled to dissenters' rights in connection with the increase in the number of authorized shares. Furthermore, the Company does not intend to independently provide those shareholders with any such rights.
b)
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
Purpose: The Company's Board of Directors has unanimously adopted a resolution seeking shareholder approval to amend the Articles of Incorporation to change the name of the Company to "Entertainment Capital Corporation". The Board of Directors believes that the name change is in the Company's best interests in that it more accurately reflects the intended business operations of the Company.
Effect: There is no immediate effect of changing the name of the Company.
No Dissenters' Rights: The holders of the Company's Common Stock are not entitled to dissenters' rights in connection with the name change. Furthermore, the Company does not intend to independently provide those shareholders with any such rights.
c)
AMENDMENT OF ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
Purpose: The Company's Board of Directors has unanimously adopted a resolution seeking shareholder approval to amend the Articles of Incorporation to effect a 1-for-3.8 reverse stock split (the "Reverse Split") of the Company's Common Stock. The Board of Directors believes that the Reverse Split is in the Company's best interests in that it may increase the trading price of the Common Stock. An increase in the price of the Common Stock should, in turn, generate greater investor interest in the Common Stock, thereby enhancing the marketability of the Common Stock to the financial community. In addition, the resulting reduction in the number of issued and outstanding shares of Common Stock, together with the proposed increase in the number of authorized shares of Common Stock, as discussed below, will provide the Company with additional authorized but unissued shares which could b e utilized for future acquisitions or mergers or to otherwise carry out the Company's business objectives.
Effect: The immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of Common Stock from 6,562,500 to approximately 1,720,000. Although the Reverse Split may also increase the market price of the Common Stock, the actual effect of the Reverse Split on the market price cannot be predicted. The market price of the Common Stock may not rise in proportion to the reduction in the number of shares outstanding as a result of the Reverse Split. Further, there is no assurance that the Reverse Split will lead to a sustained increase in the market price of the Common Stock. The market price of the Common Stock may also change as a result of other unrelated factors, including the Company's operating performance and other factors related to its
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business as well as general market conditions. The Reverse Split will affect all of the holders of the Company's Common Stock uniformly and will not affect any shareholder's percentage ownership interest in the Company or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares either up or down (see discussion below).
Procedure for Effecting Reverse Split: The Reverse Split of the Company's Common Stock will become effective upon the filing by the Company of its amended Articles of Incorporation with the Nevada Secretary of State (the "Effective Date"). The Reverse Split will take place on the Effective Date without any action on the part of the holders of the Common Stock and without regard to current certificates representing shares of Common Stock being physically surrendered for certificates representing the number of shares of Common Stock each shareholder is entitled to receive as a result of the Reverse Split. New certificates of Common Stock will not be issued.
Fractional Shares: No fractional shares will be issued in connection with the Reverse Split. Shareholders who would otherwise be entitled to receive fractional shares because they hold a number of shares of Common Stock that is not evenly divisible by 10 will have the number of new shares to which they are entitled rounded to the nearest whole number of shares. The number of new shares will be rounded up in the case of fractional shares. No shareholders will receive cash in lieu of fractional shares.
Federal Income Tax Consequences of Reverse Split: The following summary of certain material federal income tax consequences of the Reverse Split does not purport to be a complete discussion of all of the possible federal income tax consequences and is included for general information only. Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the United States federal income tax laws as of the date of this Information Statement. Such laws are subject to change retroactively as well as prospectively. This summary also assumes that the shares of the Comp any's Common Stock are held as "capital assets," as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a shareholder may vary depending on the facts and circumstances of such shareholder. EACH SHAREHOLDER IS URGED TO CONSULT WITH SUCH SHAREHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss should be recognized by a shareholder upon the shareholder's exchange of shares pursuant to the Reverse Split. The aggregate tax basis of the shares received in the Reverse Split will be the same as the shareholder's aggregate tax basis in the shares exchanged. The shareholder's holding period for the shares received in the Reverse Split will include the period during which the shareholder held the shares surrendered as a result of the Reverse Split. The Company's views regarding the tax consequences of the
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Reverse Split are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. The state and local tax consequences of the Reverse Split may vary significantly as to each shareholder, depending on the state in which such shareholder resides.
No Dissenters' Rights: Pursuant to the Nevada Revised Statutes (“NRS”), the holders of the Company's Common Stock are not entitled to dissenters' rights in connection with the Reverse Split. Furthermore, the Company does not intend to independently provide those shareholders with any such rights.
INTERESTS OF CERTAIN PERSONS IN THE PROPOSAL
No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposal to amend the Articles of Incorporation and take all other proposed actions which is not shared by all other holders of the Company's Common Stock. See "Security Ownership of Certain Beneficial Owners and Management."
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of the following:
COMMON STOCK
As of the Record Date, there were 45 million shares of common stock authorized with a stated value of $.001 per share, of which 6,562,500 shares were issued and outstanding, with 38,437,500 shares authorized but unissued. Immediately following the Effective Date of the increase in the number of authorized shares of Common Stock, as described previously, there will be 2 billion shares of Common Stock authorized, of which approximately 6,562,500 will be issued and outstanding and approximately 1,993,437,500 will be authorized but unissued. The holders of the Common Stock vote as a single class and are entitled to one vote per share on all matters to be voted on by the shareholders and have the right of cumulative voting in connection with the election of directors. The holders of Common Stock are entitled to receive pro rata dividends, when and as declared by the Board of Directors in its discretion, out of funds legally available therefore, but only if all dividends on the preferred stock have been paid in accordance with the terms of such preferred stock and there exists no deficiency in the sinking fund for the preferred stock.
Dividends on the Common Stock are declared by the Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be subordinate to the preferred stock and will be determined by the Board of Directors. In addition, the payment of such dividends will depend on the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. See "Description of Capital Stock - Common Stock."
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PREFERRED STOCK
As of the Record Date, the Company has 5,000,000 shares of preferred stock authorized of which none has been issued. Following the actions contemplated herein, the Company’s preferred stock will not be affected and will remain the same. The Board of Directors shall have sole discretion in designating the rights and privileges of the preferred stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 19, 2005 the beneficial ownership of the Company's Common Stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding Common Stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group. Unless otherwise indicated, the holders of the shares shown in the table have sole voting and investment power with respect to such shares. The address of all individuals for whom an address is not otherwise indicated is 43180 Business Park Drive Suite 202, Temecula, California 92590.
Name and Address | Number of Shares Beneficially Owned | Class | Percentage of Class |
Steven R. Peacock Chief Executive Officer and Chief Financial Officer | 6,520,000(1) | Common | 99.35% |
Shane H. Traveller Director | 6,520,000(1) | Common | 99.35% |
Ed Haidenthaller Director | -0- | Common | N/A |
Clay McCalla Director | -0- | Common | N/A |
All directors and executive officers | 6,520,000(1) | Common | 99.35% |
(1) Shares owned by Javelin Advisory Group, Inc. of which Steven Peacock and Shane Traveller are 50% owners.
The above table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, it believes that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 6,562,500 shares of common stock outstanding as of September 19, 2005.
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AVAILABLE INFORMATION
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Commission. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the Commission at (202) 942-8090 for further information. Copies of such materials may also be accessed electronically by means of the Commission's home page on the Internet at "http://www.sec.gov."
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
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The Company's Annual Report on Form 10-K for the year ended December 31, 2004
Any document incorporated herein by reference can be obtained by contacting the Commission as described above under "Available Information" or by contacting the Company by mail at 43180 Business Park Drive, Suite 202, Temecula, California, 92590, or by telephone at (951) 587-9100. The Company will provide the documents incorporated by reference without charge upon such written or oral request.
OTHER BUSINESS
The management of the Company knows of no matter other than those set forth herein that is to be brought before the Special Meeting.
The foregoing Notice and Information Statement are sent by order of the Board of Directors.
/S/ Steven R. Peacock Steven R. Peacock Chief Executive Officer |
September 19, 2005
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EXHIBIT A
AMENDMENT TO THE ARTICLES OF INCORPORATION OF
ALEXANDRIA HOLDINGS, INC.
The amendment to the Company's Articles of Incorporation shall be filed with the Nevada Secretary of State so that the Article I of the Articles of Incorporation shall be as follows:
“The name of the Corporation shall be “Entertainment Capital Corporation”.
Article IV of the Articles of Incorporation shall be amended to read, in part, as follows:
"The total number of shares of stock which the Corporation shall have authority to issue is 2,005,000,000 which shall consist of 2,000,000,000 shares of common stock, $.001 par value per share (the "Common Stock"), and 5,000,000 shares of preferred stock, $.001 par value per share (the "Preferred Stock")…...
IN WITNESS WHEREOF, the undersigned hereby duly executes this Certificate of Amendment hereby declaring and certifying under penalty of perjury that this is the act and deed of the Corporation and the facts herein stated are true, this 19th day of September, 2005.
| ALEXANDRIA HOLDINGS, INC.
By:/s/ Steven R. Peacock Steven R. Peacock, Chief Executive Officer
|
