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 |
o Definitive Information Statement | (as permitted by Rule 14c-5(d)(2)) |
ATLAS CAPITAL HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
| Payment of Filing Fee (Check the appropriate box): |
| |
x No Fee Required |
¨ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| (1) Title of each class of securities to which transaction applies: |
| |
| (2) Aggregate number of securities to which transaction applies: |
| |
| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| |
| (4) Proposed maximum aggregate value of transaction: |
| |
| (5) Total fee paid: |
| |
| |
¨ Fee paid previously with preliminary materials: |
¨ 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. |
| |
| (1) Amount previously paid: |
| |
| (2) Form, Schedule or Registration Statement No.: |
| |
| (3) Filing party: |
| |
| (4) Date filed: |
| |
INFORMATION STATEMENT
NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT IN LIEU OF A MEETING OF
STOCKHOLDERS
TO ALL STOCKHOLDERS OF ATLAS CAPITAL HOLDINGS, INC.
This information statement is being furnished in connection with action taken by shareholders holding a majority of the voting power of our company. On March 22, 2011, shareholders owning 15,075,000 shares, or approximately 54% of the total outstanding shares on such date, approved an increase of the outstanding shares of common stock of the Company to an amount equal to 900,000,000 shares.
There will not be a meeting of shareholders and none is required under Nevada Statutes. Section 78.320 of the Nevada Revised Statutes provides that any action required to be taken at an annual or a special 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 owning at least a majority of the voting power as determined on the record date.
This information statement is first being mailed on or about April 3, 2011, to the holders of our outstanding common stock as of March 22, 2011 the record date the shareholder written consent was signed and delivered to us. At March 22, 2011, we had 27,974,000 shares of our common stock outstanding. Holders of the common stock are entitled to cast one vote for each share of common stock then registered in such holder's name.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF AN ANNUAL MEETING OR SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
This Information Statement, which describes the above corporate actions in more detail, is being furnished to stockholders of the Company for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations prescribed there under. Pursuant to Rule 14c-2 under the Exchange Act, these corporate actions will not be effective until at least twenty (20) calendar days after the mailing of this Information Statement to the stockholders of the Company. The Company will file a Certificate of Amendment to its Articles of Incorporation with the Florida Secretary of State to effect the amendment to the Company’s Articles of Incorporation.
| March 22, 2011 | By Order of the Board of Directors | |
| | | |
| | /s/ Christopher K. Davies | |
| | Chief Executive Officer and Sole Director | |
GENERAL INFORMATION
This Information Statement is first being mailed on or about April 3, 2011, to the holders of record of the outstanding common stock, $.001 par value per share (the “Common Stock”) of Atlas Capital Holdings, Inc., a Nevada corporation (the “Company”), as of the close of business on March 22, 2011 (the “Record Date”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to a written consent in lieu of a meeting, dated March 22, 2011 (the “Written Consent”) of shareholders of the Company owning at least a majority of the outstanding shares of Common Stock as of the Record Date (the “Majority Shareholders”). Except as otherwise indicated by the context, references in this information statement to “Company,” “we,” “us,” or “our” are references to Atlas Capital Holding, Inc.
This Information Statement is being first mailed on or about April 3, 2011, to shareholders of the Company by the board of directors to provide material information regarding corporate actions that have been approved by the Written Consent of the Majority Shareholders.
Only one copy of this Information Statement is being delivered to two or more shareholders who share an address unless we have received contrary instruction from one or more of such shareholders. We will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices at the address specified above.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN ACTIONS TAKEN BY THE MAJORITY SHAREHOLDERS.
The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.
REQUIRED VOTE OF CONSENTING STOCKHOLDERS
On March 22, 2010, the Majority Shareholders being the record holders 54% of our issued and outstanding shares of Common Stock approved in writing the increase in our authorized common stock. The affirmative vote of the holders of a majority of the outstanding shares of common stock is required for approval of the increase under Nevada corporate statutes. Management has obtained this approval through the written consent of shareholders owning a majority of the voting control of our company. Thus, a meeting to approve the increase in our authorized common stock is unnecessary, and management decided to forego the expense of holding a meeting to approve this matter.
Accordingly, the Company has obtained all necessary approvals in connection with the adoption of an increase in our authorized common stock. The Company is not seeking written consent from any other shareholders, and the other shareholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising shareholders of the action taken by written consent and giving shareholders notice of such actions taken as required by the Exchange Act.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
The Company’s authorized capital currently consists of 100,000,000 shares of Common Stock. Each share of Common Stock entitles its record holder to one (1) vote per share. Holders of the Company’s Common Stock do not have cumulative voting, conversion, redemption rights or preemptive rights to acquire additional shares.
At the close of business on the Record Date, the Company had 27,974,000 shares of Common Stock issued and outstanding. Upon the effectiveness of the increase the Company will be authorized to issue 900,000,000 shares of its common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of March 22, 2011 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.
Unless otherwise specified, the address of each of the persons set forth below is in care of
Atlas Capital Holdings, Inc.
2234 N. Federal Highway, Suite 330
Boca Raton, Florida 33431
| Name of Beneficial Owner (1) | | Common Stock Beneficially Owned | | | Percentage of Common Stock | |
| Christopher Davies | | | 15,075,000 | | | | 54 | % |
| Duncan Farmer | | | 600,000 | | | | 2 | % |
| Officers and Directors as a Group (2 persons) | | | 15,675,000 | | | | 56 | % |
| 1) | Unless otherwise indicated, this column reflects amounts as to which the beneficial owner has sole voting power and sole investment power. The information set forth in this table is derived from filings made by the named persons under Section 13 and/or Section 16 of the Exchange Act and from information otherwise provided to the Company and filed with the Securities and Exchange Commission. |
We are seeking potential business acquisitions or opportunities. It is likely that such a transaction would result in a change of control of the Company, by virtue of issuing a controlling number of shares in the transaction, change of management, or otherwise.
We have no compensation plan under which our equity securities are authorized for issuance.
Changes in Control
We do not currently have any arrangements which if consummated may result in a change of control of our Company.
MANAGEMENT
Directors and Executive Officers
Our directors and executive officers will manage our business. The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each, as of December 31, 2010. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director will serve until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
| Name | | Age | | Position |
| Christopher Davies | | 42 | | CEO and Director |
| | | | | |
| Duncan Farmer | | 63 | | Vice-President and Director |
Christopher K. Davies has been the Chairman, CEO and President since the founding of Atlas Capital Holdings, Inc. Mr. Christopher K. Davies currently devotes his time to running several operations in addition to Atlas. Mr. Davies professional career spans in excess of 20 years in the finance and securities arena. He is a founding member of Atlas Capital Partners, LLC, a business and financial consulting firm that provides financing and advisory services to public and private companies. At Atlas Capital Partners, Mr. Davies has been responsible for developing the firm’s financing and business development strategies. Under Mr. Davies’ leadership, Atlas Capital Partners has been responsible for structuring innovative financial products for hedge funds and private equity firms in the U.S. and overseas. Prior to joining Atlas Capital Partners, Mr. Davies served as the Senior Managing Attorney and Assistant Corporate Secretary for Office Depot, Inc., a $15 billion fortune 150 Company, listed on the New York Stock Exchange. Mr. Davies has led Office Depot’s corporate finance and securities transactions and compliance activities. He also has been responsible for developing and structuring the company’s investments and financing opportunities in the U.S and overseas. In addition, Mr. Davies has served as Office Depot’s lead attorney for all of the company’s mergers and acquisitions in the U.S. and Canada.
Prior to joining Office Depot, Mr. Davies represented some of the largest companies and financial institutions in the U.S and overseas at the law firm of Kirkpatrick & Lockhart, Nicholson, Graham. The law firm has over 1000 attorneys and Mr. Davies lead the securities and finance group representing corporations and investment banks in finance, securities compliance, public stock offerings, mergers and acquisitions, and other general corporate matters. Mr. Davies received his J.D. from the University of Notre Dame Law School and his undergraduate degree from Southern Illinois University at Carbondale.
Mr. Duncan Farmer is the Secretary and Legal Counsel for Atlas Capital Holdings, Inc. Mr. Farmer continues to work in his private practice, and has practiced law for more than 37 years. Mr. Farmer graduated Duke University School of Law, with his Juris Doctorate Degree in 1973 and completed his undergraduate studies at Catholic University of America, where he graduated Magna cum Laude, Phi Beta Kappa in 1970. In addition to his private practice work, encompassing a broad range of legal areas, which include litigation, antitrust, securities, mergers and acquisitions and finance law. Mr. Farmer has governmental experience with the Federal Trade Commission and legal staff experience at General Motors Corporation. He has counseled the Board of Directors of both publicly held and privately held companies. Mr. Farmer is a member of the New Hampshire Bar, the Florida Bar and the New York Bar. He is admitted before the United States Supreme Court and in the United States Courts of Appeal and the District Courts. He has been a partner in the law firm of Burger, Farmer & Cohen, LLC from 2004 through 2007, and Of Counsel to the law firm of McDonald Hopkins LLC from 2007 through 2009. He is the principal of Duncan J. Farmer Esq. LLC.
Certain Relationships and Related Party Transactions
None
Family Relationships
None.
EXECUTIVE COMPENSATION
Executive Compensation
Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation.
Equity Compensation, Pension or Retirement Plans
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
Directors’ Compensation
The Company’s directors currently serve without cash compensation.
Involvement in Certain Legal Proceedings.
During the past ten years, none of the following have occurred regarding any of our officers or directors, person snominated to become a director, executive officer, promoter or control person of the Company:
1. Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
4. Being found by a court of competent jurisdiction (in a civil action) , the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires "insiders," including our executive officers, directors and beneficial owners of more than 10% of our common stock, to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission and to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from reporting persons, we believe that our insiders complied with all applicable Section 16(a) filing requirements during 2010.
BACKGROUND AND REASON FOR INCREASING THE COMPANY’S AUTHORIZED COMMON
STOCK
We are currently authorized to issue 100,000,000 shares of Common Stock. As a result of the foregoing, and because it will provide us with additional authorized but un-issued shares which could be utilized in future capital raising transactions, for future acquisitions or mergers or to otherwise carry out our business objectives, our Board of Directors has determined that it is in our best interests to increase the number of shares of Common Stock we are authorized to issue from 100,000,000 to 900,000,000 shares.
The consent from our majority shareholders has the effect of increasing the number of shares of Common Stock, $0.001 par value, we are authorized to issue from 100,000,000 shares to 900,000,000 shares.
The increase in the authorized shares of Common Stock will not reduce or otherwise affect our outstanding shares or the shares reserved for issuance on exercise of outstanding warrants or options. Our Board of Directors will have the authority to issue our authorized but un-issued and unreserved shares of Common Stock without further stockholder approval, subject to compliance with the rules of any stock exchange on which our shares of Common Stock may be listed at the time and other requirements of law.
As of March 22, 2011 the number of record holders our Common Stock was 56. We have never paid a cash dividend on our Common Stock and anticipated capital requirements make it unlikely that any cash dividends will be paid on the Common Stock in the foreseeable future.
We do not, at this time, have any specific plans, proposals or arrangements to issue any of our authorized but un-issued shares of common stock for any purpose, including future acquisitions and/or financings.
The consent from our majority shareholders provides the necessary corporate authorization under Nevada law to enable the filing and effectiveness of such an increase.
Under Nevada law, our shareholders are not entitled to appraisal rights with respect to the increase in our authorized.
ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
By Order of the Board of Directors and the Majority of Shareholders
/s/ Christopher K. Davies, CEO
March 22, 2011
