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
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þ Preliminary Information Statement
o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
o Definitive Information Statement
| GREEN HYGIENICS HOLDINGS INC. |
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| (Name of Registrant As Specified In Charter) |
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1
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF GREEN HYGIENICS HOLDINGS INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Green Hygienics Holdings Inc.
22 Billiter Street
London, England EC3M 2RY
(310) 995-1070
INFORMATION STATEMENT
(Preliminary)
September 17, 2012
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Green Hygienics Holdings 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, par value $0.001 per share (the “Common Stock”), of Green Hygienics Holdings Inc., a Nevada corporation (the “Company”), to notify the Stockholders that on September 17, 2012, the Company received a unanimous written consent from the majority stockholders of our Common Stock, par value $0.001 per share. Currently, there are 55,408 shares of our Common Stock issued outstanding and no shares of Preferred Stock issued or outstanding, and two holders of our Common Stock holding 29,000 shares of our Common Stock (the “Majority Stockholders”), resulting in the Majority Stockholders holding in the aggregate approximately 52.3% of the total voting power of all issued and outstanding voting capital of the Company. The Majority Stockholders authorized the following:
● | The increase in the number of authorized shares of Common Stock from one hundred eighty-seven thousand five hundred (187,500) shares of Common Stock to two hundred million (200,000,000) shares of Common Stock (the “Authorized Share Increase”). |
On September 17, 2012, the Board of Directors of the Company (“Board”) approved the Authorized Share Increase and recommended to the Majority Stockholders that they approve the Authorized Share Increase. On September 17, 2012, the Majority Stockholders approved the Authorized Share Increase by written consent in lieu of a meeting in accordance with Nevada law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about September 28, 2012.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes the Authorized Share Increase is necessary and advisable in order for the Company to maintain the Company’s financing and complete a business combination transaction.
Accordingly, it is the Board’s opinion that the Authorized Share Increase will better position the Company to attract potential business candidates.
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INTRODUCTION
Nevada 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.
This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board of Green Hygienics Holdings Inc. (the “Company,” “we,” “our,”or “us”) and the holders of the majority of the voting capital stock of the Company (the “Majority Stockholders”).
Common Stock
As of September 17, 2012, there were there are 55,408 shares of our Common Stock issued outstanding and no shares of Preferred Stock issued or outstanding. As of September 17, 2012, the Majority Stockholders own 29,000 shares of our Common Stock.
Pursuant to Nevada law, at least a majority of the voting equity of the Company, or at least 27,705 votes, are required to approve the Authorized Share Increase by written consent. The Majority Stockholders, which hold in the aggregate 29,000 or approximately 52.3% of the voting equity of the Company, have voted in favor of the Authorized Share Increase thereby satisfying the requirement under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholders, the number of shares of the Majority Stockholders, the total number of votes that the Majority Stockholders voted in favor of the Authorized Share Increase and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
Name of Majority Stockholders |
| Number of Shares of Common Stock held |
| Number of Votes held by such Stockholder |
| Number of Votes that Voted |
| Percentage of the Voting Equity |
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Peter E. Wudy |
| 24,500 |
| 24,500 |
| 24,500 |
| 44.2% |
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Allan N. Fields | 4,500 | 4,500 | 4,500 | 8.1% | |||||
Total | 29,000 | 29,000 | 29,000 | 52.3% |
ACTIONS TO BE TAKEN
The Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
INCREASE IN THE NUMBER OF AUTHORIZED SHARESOF COMMON STOCK
GENERAL
The number of authorized shares of our Common Stock will be increased from one hundred eighty-seven thousand five hundred (187,500) shares of Common Stock to two hundred million (200,000,000) shares (the “Authorized Share Increase”).
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising ability. The additional one hundred ninety-nine million eight hundred twelve thousand five hundred (199,812,500) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, and business combinations and investments. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, or that they will enhance stockholder value, or that they will not adversely affect the Company’s business or the trading price of the Common Stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock would have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.
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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 17, 2012 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 17, 2012, there were a total of 55,408 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 17, 2012 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 |
| Amount and Nature of Beneficial Ownership |
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Peter E. Wudy (1) |
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| 44.2% |
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| 44.2% |
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Allan N. Fields (2) |
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| 8.1% |
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| 8.1% |
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All executive officers and directors as a group (6) |
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| 52.3% |
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| 52.3% |
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(1) Peter E. Wudy is our President and a member of our board of directors. Mr. Wudy owns 24,500 shares of common stock.
(2) Allan N. Fields is a member of our board of directors. Mr. Fields owns 4,500 shares of common stock.
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 Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 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 July 31, 2011; |
| (2) | Quarterly Report on Form 10-Q for the three months ended October 31, 2011; |
| (3) | Quarterly Report on Form 10-Q for the three months ended January 31, 2012; and |
| (4) | Quarterly Report on Form 10-Q for the three months ended April 30, 2012. |
You may request a copy of these filings, at no cost, by writing Green Hygienics Holdings Inc. at 22 Billiter Street, London, England, EC3M 2RY, or telephoning the Company at (310) 995-1070. 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.
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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 22 Billiter Street, London, England, EC3M 2RY, or telephoning the Company at (310) 995-1070.
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/Peter E. Wudy
Chief Executive Officer
Chief Financial Officer
Dated: September 17, 2012
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