UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Filed by the Registrant x
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| WESTMOORE HOLDINGS, INC. |
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| | Date Filed: March 8, 2010 | |
WESTMOORE HOLDINGS, INC.
1600 E. 33rd Street, Unit A
Long Beach, CA 90807
NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
March 8, 2010
To the Stockholders of WESTMOORE HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that the holders of a majority of the outstanding shares in the common stock of Westmoore Holdings, Inc. (“we”, “us”, “our”, “Company” or similar terms) have, by written consent in lieu of a special meeting of our stock holders, approved an amendment to our Articles of Incorporation to change our name from WESTMOORE HOLDINGS, INC. to ROCKWALL HOLDINGS, INC.
The Amendment is expected to be effected on or about March 28, 2010.
The attached Information Statement is being circulated to provide you with notice that stockholders holding a majority of the voting power of our common stock have, by written consent, approved of the Amendment. No further vote or action by our stockholders is required. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Amendment cannot become effective until twenty (20) days after the date this Information Statement is mailed to our stockholders.
This Notice and the attached Information Statement are being sent to you for informational purposes only, and you are not being asked to take any action with respect to the Amendment.
| | By Order of the Board of Directors, By: /s/ Kevin Wheeler Kevin Wheeler Chief Executive Officer and Member of the Board of Directors |
DEFINITIVE INFORMATION STATEMENT
WESTMOORE HOLDINGS, INC.
a Nevada corporation
1600 E. 33rd Street, Unit A
Long Beach, CA 90807
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished to the holders of the outstanding shares of common stock, par value $0.01, of Westmoore Holdings, Inc., a Nevada corporation (“we”, “us”, “our”, “Company” or similar terms). The purpose of this Information Statement is to provide notice that our stockholders holding an aggregate of sixty percent (60%) of our outstanding common stock have, by written consent, approved of an amendment to our Articles of Incorporation to:
| - | Change our name from WESTMOORE HOLDINGS, INC. to ROCKWALL HOLDINGS, INC. (the “Amendment). |
This Information Statement was mailed on or about March 4, 2010 to those persons who were our stockholders as of the close of business on March 4, 2010. The Amendment is expected to become effective on or about March 28, 2010. We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of our common stock.
As our stockholders holding sixty percent (60%) of our outstanding common stock have already approved of the Amendment by written consent, we are not seeking approval for the Amendment from any of our remaining stockholders, nor will they be given an opportunity to vote on the Amendment. All necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing advance notice to our stockholders of the Amendment as required by the Securities Exchange Act of 1934 (the “Exchange Act.”).
ACTION TAKEN BY WRITTEN CONSENT
Our Board of Directors approved the Amendment effective February 26, 2010 and fixed March 4, 2010 (the “Record Date”) as the record date for determining the stockholders entitled to give written consent to the Amendment. Stockholders holding an aggregate of 15,272,529 shares of our outstanding common stock as of the Record Date, being equal to sixty percent (60%) of the number of shares then outstanding, have executed written consent resolutions approving the Amendment.
Pursuant to Section 78.390 of the Nevada Revised Statutes (the “NRS”), the approval of a majority of our voting power is required in order to effect the Amendment. Section 78.320(2) of the NRS eliminates the need to hold a special meeting of our stockholders to approve the Amendment by providing that, unless our Articles of Incorporation or Bylaws state otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent is signed by stockholders holding at least a majority of our voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the Amendment as early as possible, our Board of Directors resolved to proceed with the Amendment by written consent of our stockholders.
EXPECTED DATE FOR EFFECTING THE AMENDMENT
Under Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the Amendment cannot be effected until twenty (20) days after the date this Information Statement is sent to our stockholders. This Information Statement was sent on or about March 4, 2010 (the “Mailing Date”) to our stockholders as of the Record Date. We expect to effect the Amendment by filing a Certificate of Amendment with the Nevada Secretary of State approximately twenty (20) days after the Mailing Date. The effective date of the Amendment is expected to be on or about March 28, 2010 (the “Effective Date”).
OUTSTANDING VOTING STOCK OF THE COMPANY
Our Board of Directors fixed the close of business on March 4, 2010, as the Record Date for determining the stockholders entitled to approve the Amendment and to receive copies of this Information Statement. As of the Record Date, there were 25,478,822 shares of our common stock outstanding. Our common stock constitutes the sole outstanding class of our voting securities. Each share of common stock entitles the holder thereof to one (1) vote on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of February 26, 2010, with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of the common stock by each of our officers and directors, and by our officers and directors as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors and five percent (5%) shareholders have the right to exercise in the next sixty (60) days) are exercised and additional shares of common stock are issued.
Beneficial Ownership as of February 26, 2010
| Title of Class | | Name and Address of Beneficial Owner (1) | | Amount and Nature of Beneficial Ownership (2) | | Percent of Class (3) |
| | | | | | | |
| Common Stock | | Westmoore Investment, L.P. 1353 Temescal Canyon Road, Suite 108 Corona, CA 92881 | | 6,512,518 | | 26% |
| | | | | | | |
| Common Stock | | Westmoore Management, LLC 1353 Temescal Canyon Road, Suite 108 Corona, CA 92881 | | 2,144,994 | | 8% |
| | | | | | | |
| Common Stock | | Westmoore Partners, LLC 1353 Temescal Canyon Road, Suite 108 Corona, CA 92881 | | 5,312,517 | | 21% |
| | | | | | | |
| Common Stock | | Westmoore Capital Group Series B 1353 Temescal Canyon Road, Suite 108 Corona, CA 92881 | | 1,000,000 | | 4% |
| | | | | | | |
| Common Stock | | Westmoore Capital Group Series II 1353 Temescal Canyon Road, Suite 108 Corona, CA 92881 | | 302,500 | | 1% |
| Total | | | | 15,272,529 | | 60% |
| (1) | Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial. |
| (2) | Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding. |
| (3) | Based on 25,478,822 common shares issued and outstanding as of February 26, 2010. |
AMENDMENT OF OUR ARTICLES
On February 26, 2010, our Board of Directors unanimously executed a unanimous written consent authorizing and recommending that our stockholders approve a proposal to change our name from Westmoore Holdings, Inc. to Rockwall Holdings, Inc. Effective as of the Record Date, shareholders holding 15,272,529 shares, or sixty percent (60%) of the outstanding shares of our common stock, executed a written consent authorizing and approving the Amendment. A Certificate of Amendment to our Articles of Incorporation in the form attached hereto as Exhibit “A” is expected to be filed with the Nevada Secretary of State with respect to the Name Change twenty (20) days after the date this Information Statement is sent to our stockholders. The Effective Date of the Name Change is expected to be March 28, 2010. However, pursuant to Section 78.390 of the NRS, our Board of Directors reserves the right to abandon the Amendment at any time prior to the Effective Date if they deem it appropriate to do so.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, in the Amendment.
NO DISSENTER’S RIGHTS
Under the NRS, our dissenting stockholders are not entitled to appraisal rights with respect to the Amendment, and we will not independently provide our stockholders with any such right.
SOLICITATION COSTS
We will bear the costs of preparing, assembling and mailing the Information Statement in connection with our Amendment. Arrangements may be made with banks, brokerage houses, and other institutions, nominees, and fiduciaries, to forward the Information Statement to beneficial owners. We will, upon request, reimburse those persons and entities for expenses incurred in forwarding the Information Statement.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the Exchange Act and are required to file reports, proxy statements, and other information with the Securities and Exchange Commission regarding our business, financial condition, and other matters pursuant to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements, and other information filed by us at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, NE, Room 1580, Washington DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for additional information about the public reference facilities. The reports, proxy statements, and other information filed with the Securities and Exchange Commission are also available to the public over the internet at http://www.sec.gov, the internet website of the Securities and Exchange Commission. All inquiries regarding our company should be addressed to our corporate counsel at Horwitz & Cron, L.P., Attn.: Lawrence W. Horwitz, Esq., 4 Venture Plaza, Suite 390, Irvine, California 92618.
BY ORDER OF THE CORPORATION’S BOARD OF DIRECTORS
By: /s/ Kevin Wheeler
Kevin Wheeler
Chief Executive Officer and Member
of the Board of Directors
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
WESTMOORE HOLDINGS, INC.
I.
The name of the corporation is ROCKWALL HOLDINGS, INC. (the “Corporation”).
IN WITNESS WHEREOF, the Board of Directors has caused its duly authorized corporate officer to execute these Articles of Amendment as of the 28th day of March, 2010.
| | WESTMOORE HOLDINGS, INC.
By: /s/ Kevin Wheeler Name: Kevin Wheeler Title: Chief Executive Officer |
