INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
| | [ x ] | Preliminary Information Statement |
| | [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) |
| | [ ] | Definitive Information Statement |
ROTOBLOCK CORPORATION.
(Exact name of registrant as specified in its charter.)
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| | [ ] | 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. |
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ROTOBLOCK CORPORATION
300 B Street
Santa Rosa, CA 95401
Notice of Proposed Action by Written Consent
of the Holders of the
Majority of the Voting Power to be taken on or about March 12, 2009.
To the Stockholders of ROTOBLOCK CORPORATION.
Notice is hereby given that upon written consent by the holders of a majority of the voting power of the Company, the Company intends to take certain action as more particularly described in this Information Statement. The action will be effected on or after 20 days from the date this Information Statement is mailed to stockholders, which mailing is expected to be on or about February 20, 2009.
Only stockholders of record at the close of business on February 3, 2009 will be given Notice of the Action by Written Consent. The Company is not soliciting proxies.
By Order of the Board of Directors
/s/ Chien Chih Liu
Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ROTOBLOCK CORPORATION
300 B Street
Santa Rosa, CA 95401
INFORMATION STATEMENT
CONSENT ACTION BY STOCKHOLDERS WITHOUT A MEETING
This Information Statement is furnished to all holders of the Common Stock of the Company in connection with proposed action by the holders of the majority of the voting power of the Company to take the following action:
| | 1. | To approve the reverse stock split of one-for- fifty ( 1-for 50) of the issued and outstanding Common Stock of the Company. |
| | 2. | To approve an amendment to the Company’s Articles of Incorporation in the following manner: |
| | • | Increase the authorized capital stock to 200,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. |
| | • | To grant authority to the Board of Directors to establish the rights, preferences, privileges and limitations of any class of Common Stock or Preferred Stock without any further approval of the stockholders. |
| | • | To grant authority to the Board of Directors to undertake future reverse stock splits of the Company’s issued and outstanding Common Stock or Preferred Stock without further approval of the stockholders as permitted under the Nevada Business Corporation Act. |
The action is proposed to occur on or about March 12, 2009. This Information Statement is first being mailed to stockholders on or about February 20, 2009.
Only stockholders of record at the close of business on February 3, 2009 are entitled to notice of the action to be taken. There will be no vote on the matters by the shareholders of the Company because the proposed action will be accomplished by the written consent of the holders of the majority voting power of the Company as allowed by Section 78.320 of the Nevada Business Corporation Act. The holders of Common Stock constituting the majority voting power of the Company have adopted, ratified and approved resolutions to effect the actions described. No other votes are required or necessary. See the caption “Vote Required for Approval,” below.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER’S RIGHTS OF APPRAISAL
The Nevada Business Corporation Act does not provide for dissenter’s rights of appraisal in connection with the corporate action to be taken.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
CORPORATE ACTIONS TO BE TAKEN
REVERSE SPLIT OF THE COMMON STOCK
The Board of Directors of the Company has recommended that the Company’s currently issued and outstanding Common Stock be subjected to a reverse stock split of one-for-fifty ( 1-for-50). Under this action, one (1) share of Common Stock will be issued in exchange for fifty (50) shares of Common Stock issued and outstanding. As of the date of this Information Statement, there are 56,009,776shares of Common Stock issued and outstanding. After approval of the reverse stock split, assuming no additional shares of Common Stock are issued before the effective date of the reverse split, the number of shares of Common Stock issued and outstanding will be approximately 1,201,996.
Stockholders will not be required to return any certificates for their Common Stock to the Company for cancellation. The number of shares of Common Stock of each shareholder will be automatically reduced on the Company’s books and records. Since all stockholders will be affected by the reverse split, each shareholder’s percentage ownership of the Company’s issued and outstanding Common Stock will not change. Any fractional shares of Common Stock outstanding as a result of the reverse stock split will be rounded up to the next whole share. In addition, no shareholder will be reduced below one share. For example, in the event a stockholder owns less than fifty (50) shares of Common Stock, after the reverse split the shareholder will own one (1) share of Common Stock.
Upon approval of the reverse split, the Company will be required to give FINRA ( Financial Industry Regulatory Authority) 10 days prior notice of the reverse split pursuant to Rule 10b-17 under the Securities Exchange Act of 1934. After receipt of the notice with appropriate supporting documentation, FINRA will advise the Company of the effective date of the reverse split and will provide the Company with a new trading symbol for the Common Stock. The Company will also file a Certificate of Change with the Nevada Secretary of State.
AMENDMENT TO THE ARTICLES OF INCORPORATION
The amendment to the Articles of Incorporation will consist of the following:
| | • | Increase the authorized capital stock to 200,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. |
| | • | To grant authority to the Board of Directors to establish the rights, preferences, privileges and limitations of any class of Common Stock or Preferred Stock without any further approval of the stockholders. |
| | • | To grant authority to the Board of Directors to undertake future reverse stock splits of the Company’s issued and outstanding Common Stock or Preferred Stock without further approval of the stockholders as permitted under the Nevada Business Corporation Act. |
The increase in the authorized Common Stock and the addition of Preferred Stock will provide the Company with needed stock to enable it to undertake financing transactions in which the Company may employ its Common Stock and/or Preferred Stock, including transactions to raise working capital through the sale of Common Stock and /or Preferred Stock. Since the Board of Directors believes that the currently authorized number of shares may be not be sufficient to meet anticipated needs in the immediate future, the Board considers it desirable that the Company has the flexibility to issue an additional amount of Common Stock and to issue., when and where appropriate or necessary, Preferred Stock, without further stockholder action, unless otherwise required by law or other regulations. The availability of these additional shares will enhance the Company’s flexibility in connection with any possible acquisition or merger, stock splits or dividends, financings and other corporate purposes and will allow such shares to be issued without the expense and delay of a special stockholders’ meeting, unless such action is required by applicable law or rules of any stock exchange on which the Company’s securities may then be listed.
In certain circumstances, a proposal to increase the authorized capital stock may have an anti-takeover effect. The authorization of classes of preferred or common stock with either specified voting rights or rights providing for the approval of extraordinary corporate action may be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise gain control of the Company by diluting the stock ownership of any persons seeking to obtain control of the Company. Management of the Company might use the additional authorized capital stock to resist or frustrate a third-party transaction which might provide an above-market premium that is favored by a majority of the independent shareholders. Management of the Company has no present plans to adopt any proposals or to enter into other arrangements that may have material anti-takeover consequences. There are no anti-takeover provisions in the Company’s Articles of Incorporation, Bylaws or other governing documents.
The amendment to the Articles of Incorporation is attached as Exhibit A to this Information Statement.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company’s current authorized capital consists of 75,000,000 shares of Common Stock, par value $0.001 per share. As of February 3, 2009, there were 56,009,776 shares of Common Stock outstanding. Each share of Common Stock has one vote on all actions requiring shareholder approval.
VOTE REQUIRED FOR APPROVAL
Section 78.390 of the Nevada Business Corporation Act provides an outline of the scope of the amendments of the Articles of Incorporation allowed a Nevada Corporation. This includes the amendment discussed in this Information Statement. The procedure and requirements to effect an amendment to the Articles of Incorporation of a Nevada corporation are set forth in Section 78.390 which provides that proposed amendments must first be adopted by the Board of Directors and then submitted to stockholders for their consideration and must be approved by stockholders holding at least the majority voting power of the Company.
Section 78.320 of the Nevada Business Corporation Act provides that any action required to be taken at a special or annual meeting of the stockholders of a Nevada corporation may be taken by written consent,
in lieu of a meeting, if the consent is signed by stockholders holding at least the majority of the voting power of the Company as would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership of the Company’s Common Stock as of February 3, 2009, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent (5%) of the Company’s Common Stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. To the knowledge of the Company, each stockholder listed below possesses sole voting and investment power with respect to the shares indicated.
TITLE OF CLASS | NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS |
Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock | Chien Chih Liu, CEO 300 B Street Santa Rosa, CA 95401 Mariya Petrovska, Sec./ director 300 B Street Santa Rosa, CA 95401 Anthony R. Collins, Vice President 300 B Street Santa Rosa, CA 95401 Richard DiStefano, C00, director 300 B Street Santa Rosa, CA 05401 Ching Chen Chan, director 300 B Street Santa Rosa, CA 95401 Steve Schneider, director 300 B Street Santa Rosa, CA 95401 All Officers and Directors as a group ( 6 persons) | 17,000,000 2,600,000 0 250,000 150,000 500,000 20,500,000 | 30.4% 4.6% 0% * * * 36.6% |
INTEREST OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time since the beginning of the last fiscal year, nominee for election as a director of the Company, nor associates of the foregoing persons has any substantial interest, direct or indirect, in proposed amendment to the Company’s Articles of Incorporation which differs from that of other stockholders of the Company. No director of the Company opposes the proposed amendment of the Company’s Articles of Incorporation.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and quarterly reports for the previous twelve months which have been filed with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission EDGAR archives at www.sec.gov. Upon written request of any stockholder to the Company’s Corporate Secretary, Mariya Petrovska, at 300 B Street, Santa Rosa, CA 95401, a copy of the Company’s Annual Report on Form 10-KSB for the year ended April 30, 2008, will be provided without charge.
Dated: February 20, 2009.
Exhibit A
The total authorized capital of the corporation shall be 200,000,000 shares of common stock, par value $0.001 per share and 50 000,000 shares of preferred stock, par value $0.001 per share. The board of directors shall have the authority, without any further approval of the shareholders, to establish the relative rights, preferences and limitations of any class of common or preferred stock. The consideration for the issuance of any shares of capital stock may be paid, in whole or in part, in money, services or other thing of value. The judgment of the directors as to the value of the consideration for the shares shall be conclusive. When the payment of the consideration for the shares has been received by the corporation, such shares shall be deemed fully paid and nonassessable.
The board of directors shall have the authority, without further approval of the shareholders, to decrease the number of issued and outstanding shares of a class or series held by each shareholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same or series pursuant to NRS 78.2055.
The corporation shall indemnify to the fullest extent not prohibited by law any person who was or is a party or is threatened to be made a party to any legal proceeding against all expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding.
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