SCHEDULE 14C INFORMATION
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
LEGEND INVESTMENT CORPORATION.
(Name of registrant as Specified in its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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LEGEND INVESTMENT CORPORATION
173 Parkland Plaza Suite B
Ann Arbor, Michigan 48103
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
TO ALL SHAREHOLDERS OF LEGEND INVESTMENT CORPORATION:
The purpose of this letter is to inform you that holders of shares representing a majority of our voting power have given our board of directors the authority to (i) amend our articles of incorporation to effect a name change from “Legend Investment Corporation” to “GiraSolar, Inc.”; and (ii) effect a forward stock split of each share of our common stock at a ratio of five shares for every two shares of common stock outstanding.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Because the written consent of holders of a majority of our voting power satisfies all applicable shareholder voting requirements, we are not asking you for a proxy; please do not send us one.
The accompanying information statement is for information purposes only. Please read it carefully.
By Order of the Board of Directors,
/s/ Peter Klamka
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Peter Klamka
Chief Executive Officer
Ann Arbor, Michigan
March ___, 2006
LEGEND INVESTMENT CORPORATION
173 Parkland Plaza Suite B
Ann Arbor, Michigan 48103
INFORMATION STATEMENT
March ___, 2006
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about March ___, 2006, to the shareholders of record of Legend Investment Corporation at the close of business on March ___, 2006. This information statement is being sent to you for information purposes only. No action is requested or required on your part. This information statement constitutes notice to our shareholders of corporate action by shareholders without a meeting, as required by the Delaware General Corporation Law.
This information statement is being furnished to you to inform you that holders of shares representing a majority of the voting power of shares of our common stock have adopted, by written consent, resolutions authorizing us to amend our articles of incorporation to effect a name change from Legend Investment Corporation to GiraSolar, Inc. and effect a forward stock split of each share of our common stock at a ratio of five shares for every two shares of common stock outstanding.
Our Company will bear the expenses relating to this information statement, including expenses in connection with preparing and mailing this information statement and all documents that now accompany or may in the future supplement it. We contemplate that brokerage houses, custodians, nominees, and fiduciaries will forward this information statement to the beneficial owners of our common stock held of record by these persons and we will reimburse them for their reasonable expenses incurred in this process.
Only one information statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a shareholder at a shared address to which a single copy of the information statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices. If multiple shareholders sharing an address have received one copy of this information statement and would prefer us to mail each shareholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if cur rent shareholders with a shared address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.
VOTING SECURITIES
As of the close of business on March __, 2006, we had 1,000,000,000 shares of common stock authorized of which _________ shares were issued and outstanding and 5,000,000 shares of preferred stock authorized, of which there were _______ shares of Series A preferred stock. Each outstanding share of common stock is entitled to one vote per share; each share of Series A preferred stock votes with our common stock on an as-converted basis, with each share of Series A preferred stock being convertible into one share of our common stock.
DISSENTERS’ RIGHT OF APPRAISAL
Under Delaware law and our certificate of incorporation and bylaws, no shareholder has any right to dissent to our effecting a name change or effecting a forward stock split, and no shareholder is entitled to appraisal of or payment for their shares of our stock.
REASONS FOR CHANGING THE NAME OF THE COMPANY
Our Board of Directors and stockholders holding a majority of the voting power of the Company believe that changing our corporate name is in the best interests of the Company and our stockholders, as it better identifies the nature of our business. We own 51% of the capital stock of GiraSolar B.V., a Netherlands corporation. GiraSolar carries the GiraSolar brand of photovoltaic solar modules and the GiraSolar DPE range of electronic devices, and we believe our name should be changed to more particularly identify our company with these operations.
EFFECT ON OUR SHAREHOLDERS
The voting and other rights that accompany the Company’s common stock will not be affected by the change in our corporate name. In connection with our name change, we will obtain both a new trading symbol and a new CUSIP number.
REASONS FOR EFFECTING THE FORWARD STOCK SPLIT
Our Board of Directors and stockholders holding a majority of the voting power of the Company believe that the effecting of a forward stock split on a 5-for-2 basis in the issued and outstanding shares of our common stock will be in the best interests of the Company because it will enhance trading liquidity and broaden our share ownership. We also believe it will increase the number of outstanding shares of our common stock to a level more consistent with other public companies with a similar anticipated market capitalization.
EFFECT ON OUR SHAREHOLDERS
Stockholders should note that the effect of the forward split upon the market price for our common stock cannot be accurately predicted. In particular, there is no assurance that prices for shares of our common stock after the split will not be less than 2/5 the current market price for our shares of common stock immediately prior to the split. Furthermore, there can be no assurance that the market price of our common stock immediately after the split will be maintained for any period of time. Moreover, because some investors may view the forward split negatively, there ca be no assurance that the split will not adversely impact the market price of our common stock or alternatively, that the
market price following the split will either exceed or remain in excess of the current market price.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except in their capacity as shareholders (which interest does not differ to that of the common shareholders), none of our officers, directors, or any of their respective affiliates has any interest our increasing the amount of authorized shares.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic reports, documents, and other information with the SEC relating to our business, financial statements, and other matters. These reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F. Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC’s website at http://www.sec.gov.
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As we have obtained the requisite shareholder vote for our increasing the amount of authorized shares,WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This information statement is for informational purposes only. Please read this information statement carefully.
Exhibit A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
LEGEND INVESTMENT CORPORATION
Pursuant to sections 242 and 245 of the General Corporation Law of the State of Delaware, the undersigned person, desiring to amend the Certificate of Incorporation of LEGEND INVESTMENT CORPORATION, under the laws of the State of Delaware, does hereby sign, verify, and deliver to the Office of the Secretary of State of Delaware, this Amendment to the Certificate of Incorporation for the above-named company (hereinafter referred to as the "Corporation"):
The amendment contained herein was approved by a majority vote of shareholders of the Corporation on March ___, 2006.
FIRST: The name of the Corporation is GiraSolar, Inc.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Peter Klamka, its Chief Executive Officer, this ____ day of March, 2006.
�� /s/ Peter Klamka ----------------------------- Peter Klamka Chief Executive Officer |