UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
|
xPreliminary Information Statement
oConfidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
oDefinitive Information Statement
| WINDAUS GLOBAL ENERGY, INC. | ||
| (Name of Registrant As Specified In Charter) |
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| o | 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: | |
| o | Fee paid previously with preliminary materials. |
| o | 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: |
| (1) |
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF WINDAUS GLOBAL ENERGY, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
WINDAUS GLOBAL ENERGY, INC.
819 Buckeye Street
North Vernon, Indiana 47265
(812) 953-1481
INFORMATION STATEMENT
(Preliminary)
September [Ÿ], 2013
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Windaus Global Energy, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock, no par value per share (the “Common Stock”), of Windaus Global Energy, Inc., a Wyoming corporation (the “Company”), to notify the Stockholders that on August31, 2013, the Company received a majority written consent in lieu of a meeting of the holders (“Majority Stockholders”), together holding in the aggregate more than a majority of the total voting power of all issued and outstanding voting capital of the Company. The Majority Stockholders authorized the following:
| · | The change in the name of the Company from Windaus Global Energy, Inc. to WindStream Technologies, Inc. (the “Name Change”). |
On August 31, 2013, the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the Name Change. On August 31, 2013, the Majority Stockholders approved the Name Change by written consent in lieu of a meeting, in accordance with Wyoming law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Actions.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about September ___, 2013.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes that the Stockholders of the Company will benefit from changing the name of the Company to WindStream Technologies, Inc. because it will more accurately reflect and represent to the public the business of the Company.
Accordingly, it is the Board’s opinion that the Name Change would better position the Company to attract potential business candidates and provide the Stockholders a greater potential return.
| /s/ Daniel Bates | |
| Daniel Bates | |
| Chief Executive Officer | |
| [__________],2013 |
| (2) |
INTRODUCTION
Wyoming law provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. Wyoming law, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.
In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about September__, 2013.
This Information Statement contains a brief summary of the material aspects of the Name Change approved by the Board of Windaus Global Energy, Inc., (the “Company,” “we,” “our,” or “us”) and the Majority Stockholder.
Common Stock
As of August [Ÿ], 2013, there were 75,025,899shares of our Common Stock and 0 shares of preferred stock issued and outstanding, respectively. Pursuant to Wyoming law, at least a majority of the voting equity of the Company, or at least 37,512,951 votes, are required to approve the Name Change by written consent. The Majority Stockholders, who hold in the aggregate more than a majority of the voting equity of the Company and have voted in favor of the Name Change thereby satisfying the requirement under Wyoming law that at least a majority of the voting equity vote in favor of a corporate action by written consent.
ACTIONS TO BE TAKEN
The Name Change will become effective on the date that we file the Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Wyoming. We intend to file the Amendment with the Secretary of State of the State of Wyoming promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
Notwithstanding the foregoing, we must first notify FINRA of the intended Name Change by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record date of such action. Our failure to provide such noticemay constitute fraud under Section 10 of the Exchange Act. In connection with the Name Change, we will request a new ticker symbol, but such request will not be processed until sixty (60) days after FINRA has announced the Name Change to the market.
We currently expect to file the Amendment on September __, 2013.
| (3) |
NAME CHANGE
REASONS
We believe that changing the name of the Company to WindStream Technologies, Inc. will more accurately reflect and represent to the public the business of the Company. In connection with the name change, we intend to file with FINRA a request to obtain a new ticker symbol.Our request for a new ticker symbol, however, will not be processed until sixty (60) days after FINRA has announced our Name Change to the market.
WHEN THE NAME WILL GO INTO EFFECT
Prior to filing the amendment to the Articles of Incorporation reflecting the Name Change, we must first notify FINRA by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record date of the Name Change. Our failure to provide such noticemay constitute fraud under Section 10 of the Exchange Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of September 4, 2013 of (i) each person known to us to beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors and named executive officers as a group. As of September 4, 2013, there were a total of 75,025,899 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote. The column entitled “Percentage of Outstanding Common Stock” shows the percentage of voting common stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment powerplus any shares which such person or entity has the right to acquire within sixty (60) days of September 4, 2013 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
| Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
| Daniel Bates (2) | 17,342,976 | 23.11% | ||||||
| All executive officers and directors as a group | 17,342,976 | 23.11% | ||||||
| Blue Sky Projects LLC | 3,935,720 | 5.25% | ||||||
| John Owen | 4,206,785 | 5.61% | ||||||
*Less than 1%
| (1) | Unless indicated otherwise, the mailing address is c/o Windaus Global Energy, Inc., 819 Buckeye Road, North Vernon, Indiana 47265.
| |
| (2) | Mr. Bates is our Chief Executive Officer and sole member of our board of directors.
|
| (4) |
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Washington DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F. Street, N.E., Washington DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
| (1) | Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on November 13, 2012;
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| (2) | Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012, filed with the SEC on November 23, 2012;
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| (3) | Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012, filed with the SEC on February 15, 2013; | |
| (4) | Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the SEC on May 15, 2013; | |
| (5) | Current Report on Form 8-K filed with the SEC on December 5, 2013;
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| (6) | Current Report on Form 8-K filed with the SEC on February 14, 2013;
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| (7) | Current Report on Form 8-K filed with the SEC on May 28, 2013, as amended on August 16, 2013 and September 4, 2013;
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| (8) | Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, filed with the SEC on August 19, 2013. |
You may request a copy of these filings, at no cost, by writing Windaus Global Energy, Inc. at 819 Buckeye Road, North Vernon, Indiana 47265 or telephoning the Company at (812) 953-1481. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 819 Buckeye Road, North Vernon, Indiana 47265; telephone (812) 953-1481.
If multiple Stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors | |
| /s/ Daniel Bates | |
| Daniel Bates | |
| Chief Executive Officer | |
| September 4, 2013 |
