UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
May 29, 2013
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
S Filed by the registrant
Filed by a party other than the registrant
Check the appropriate box:
S Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
Definitive Information Statement
Primco Management, Inc.
(Name of Registrant as Specified In Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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S 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.
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Page 1
Primco Management, Inc.
1875 Century Park East, 6th Floor, Suite 73
Century City, CA 90067
Dear Stockholders:
On May 29, 2013, the board of directors of Primco Management, Inc. adopted a resolution approving an amendment to our Articles of Incorporation to:
·
effectuate an increase of the authorized common shares from 500,000,000 par value $0.001 to 2,000,000,000 par value $0.00001.
·
designate 10,000,000 shares as preferred shares, par value $.00001, to be issued from time to time in one or more series as determined by the board of directors.
Primco obtained the written consent of stockholders representing 64.56% of Primco’s outstanding common stock as of May 29, 2013 approving an amendment to Primco’s Articles of Incorporation to affect the above-mentioned corporate actions. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions will not be effective and a Certificate of Amendment to our Articles of Incorporation effectuating the corporate actions will not be filed with the Secretary of State for the State of Delaware, until twenty (20) days after the date this Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of Primco’s stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
No action is required by you. The accompanying information statement is furnished only to inform our stockholders of the actions described above before they take place in accordance with the requirements of United States federal securities laws. This Information Statement is being mailed on or about June 10, 2013 to all of Primco’s stockholders of record as of the close of business on May 29, 2013.
By Order of the Board of Directors.
/s/David Michery
Name: David Michery
Title: Chief Executive Officer
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INFORMATION STATEMENT
June 10, 2013
Primco Management, Inc.
1875 Century Park East, 6th Floor, Suite 73
Century City, CA 90067
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors of Primco Management, Inc., a Delaware corporation to the holders of record at the close of business on May 29, 2013 of Primco’s outstanding common stock, par value $0.001 per share, pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended, and pursuant to Section 228(e) of the Delaware General Corporation Law (the “DGCL”).
The cost of furnishing this Information Statement will be borne by us. We will mail this Information Statement to registered stockholders and certain beneficial stockholders where requested by brokerage houses, nominees, custodians, fiduciaries and other like parties.
This Information Statement informs stockholders of the action taken and approved on May 29, 2013 by Primco’s Board of Directors and by our stockholders holding 64.56% of Primco’s common stock issued and outstanding on May 29, 2013. Primco’s Board of Directors and the Majority Stockholders approved an amendment of Primco’s Articles of Incorporation to:
·
effectuate an increase of the authorized common shares from 500,000,000 par value $0.001 to 2,000,000,000 par value $0.00001.
·
designate 10,000,000 shares as preferred shares, par value $.00001, to be issued from time to time in one or more series as determined by the board of directors.
Accordingly, all necessary corporate approvals in connection with the amendment to our Articles of Incorporation to affect the above corporate actions have been obtained. This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required under the Exchange Act of these corporate actions. Pursuant to Rule 14c-2 under the Exchange Act, the actions will not be effective and a Certificate of Amendment to our Articles of Incorporation effectuating the corporate actions will not be filed with the Secretary of State for the State of Delaware, until twenty (20) days after the
date this Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of our stockholders. Therefore, this Information Statement is being sent to you for informational purposes only.
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THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Primco’s stockholders as of the Record Date are being furnished copies of this Information Statement. This Information Statement is first being mailed or furnished to our stockholders on or about June 10, 2013.
NO DISSENTERS’ RIGHTS
Pursuant to the DGCL, the corporate action described in this Information Statement will not afford stockholders the opportunity to dissent from the actions described herein and to receive an agreed or judicially appraised value for their shares.
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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF PRIMCO MANAGEMENT, INC. IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED MAY 29, 2013
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on May 29, 2013, Primco Management, Inc., a Delaware corporation obtained the unanimous written consent of its board of directors and the written consent of stockholders holding 135,880,000 common shares of Primco or 64.56% of the voting power of the issued and outstanding shares of Primco’s common stock approving:
·
effectuate an increase of the authorized common shares from 500,000,000 par value $0.001 to 2,000,000,000 par value $0.00001.
·
designate 10,000,000 shares as preferred shares, par value $.00001, to be issued from time to time in one or more series as determined by the board of directors.
OUTSTANDING SHARES AND VOTING RIGHTS
As of May 29, 2013 (the “Record Date”), Primco’s authorized capitalization consisted of 500,000,000 common shares, of which 210,445,240 common shares were issued and outstanding.
Each share of common stock of Primco entitles its holder to one vote on each matter submitted to Primco’s stockholders. However, because the Majority Stockholder has consented to the foregoing actions by resolution dated May 23, 2013, in lieu of a special meeting in accordance with Section 228(e) of the DGCL and because the Majority Stockholder has sufficient voting power to approve such actions through his ownership of common stock, no other stockholder vote will be solicited in connection with this Information Statement.
AMENDMENT TO PRIMCO’S
ARTICLES OF INCORPORATION
The Board of Directors and Majority Stockholders have approved an amendment to our Articles of Incorporation to affect an authorized common stock increase and a forward stock split.
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We intend to file a Certificate of Amendment to our Articles of Incorporation with the Secretary of State for the State of Delaware effectuating the above action. Pursuant to Rule 14c-2 under the Exchange Act, the actions will not be effective, and the Certificate of Amendment will not be filed, until twenty (20) days after the date this Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of our stockholders. It is presently contemplated that such filing will be made on or about June 30, 2013.
The Authorized Common Stock Increase
The purpose of the increase in common stock is to increase the number of shares of our common stock available for issuance to investors who agree to provide Primco with the funding it requires to continue its operations, and/or to persons in connection with potential acquisition transactions, warrant or option exercises and other transactions under which our Board of Directors may determine is in the best interest of Primco and our stockholder to issue shares of common stock. As of the date of this Information Statement, we have entered into three separate convertible debentures, through which large numbers of shares may be issued in return for reducing the total debt owed to the holders of these debentures.
The increase in authorized common stock will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect our existing stockholders if additional shares are issued.
We are not increasing our authorized common stock to construct or enable any anti-takeover defense or mechanism on behalf of Primco. While it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders, we have no intent or plan to employ the additional unissued authorized shares as an anti-takeover device.
Authorization of Preferred Shares
Preferred Stock: Shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors. All shares of Preferred Stock shall be of equal rank and shall be identical, except as fixed by the Board of Directors for each series as provided herein. All shares of any one series shall be identical in all respects with all the other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends, if any, shall be cumulative.
The Board of Directors is hereby authorized, by resolution to provide, out of the unissued shares of Preferred Stock, not allocated to any series of Preferred Stock, for one or more series of Preferred Stock. Before any shares of any such series are issued, the Board of
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Directors shall fix and determine, and is hereby expressly authorized and empowered to fix and determine, by resolution, the powers, designations, preferences and relative participation rights and the qualifications, limitations or restrictions thereof, if any, and the Board of Directors is expressly authorized and empowered to fix and determine any and all of the following provisions of the shares of such series:
(1) the designation of such series and the number of shares which shall constitute such series;
(2) the annual dividend rate, if any, payable on shares of such series, expressed in a dollar amount per share, and the date or dates from which such dividends shall commence to accrue and shall be cumulative;
(3) the price or prices at which and the terms and conditions, if any, on which shares of such series may be redeemed;
(4) the amounts payable upon shares of such series, in the event of the voluntary or involuntary liquidation, distribution of assets (other than payment of dividends), dissolution, or winding up of the affairs of the Corporation;
(5) the sinking funds or mandatory redemption provisions, if any, for the redemption or purchase of shares of such series;
(6) the extent of the voting powers, if any, of the shares of such series;
(7) the terms and conditions, if any, on which shares of such series may be converted into shares of stock of the Corporation or any class or classes thereof; and
(8) any other preferences and relative participation rights, optional or other special rights, of shares of such series.
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EFFECTIVE DATE OF THE AMENDMENT
Pursuant to Rule 14c-2 under the Exchange Act, the corporate actions will not be effective, until at least twenty (20) days after the date on which this Information Statement is filed with the Commission and a copy hereof has been mailed to each of our stockholders. Primco anticipates that this Information Statement will be mailed to our stockholders as of the Record Date on or about June 10, 2013. Therefore, Primco anticipates that the corporate actions discussed above will be effective, and the Certificate of Amendment to our Articles of Incorporation will be filed with the Secretary of State for the State of Delaware, on or about June 30, 2013.
Primco has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of Primco’s common stock and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 29, 2013, the number and percentage of outstanding shares of the registrant’s common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.
|
|
|
|
|
Name of Beneficial Owner |
| Common Stock Beneficially Owned |
| Percentage Owned (1) |
David Michery |
| 67,940,000 |
| 32.28% |
1875 Century Park East, 6th Floor, Suite 73 |
|
|
|
|
Century City, CA 90067 |
|
|
|
|
|
|
|
|
|
Alan J. Bailey |
| 67,940,000 |
| 32.28% |
1875 Century Park East, |
|
|
|
|
6th Floor, Suite 73 |
|
|
|
|
Century City, CA 90067 |
|
|
|
|
(1) Based on 210,445,240 issued and outstanding shares as of May 29, 2013.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of May 29, 2013, there were 210,445,240 shares of Primco’s common stock issued and outstanding. Each holder of common stock is entitled to one vote per share.
Stockholders holding in the aggregate 135,880,000 common shares of Primco, or 64.56% of the voting power of our outstanding shares of common stock, have approved the corporate actions discussed herein by written consent dated May 29, 2013
VOTING PROCEDURES
Pursuant to the Delaware Statutes and our Articles of Incorporation, the affirmative vote of the holders of a majority of our outstanding common stock is sufficient to amend our Articles of Incorporation, which vote was obtained by the written consent of the Majority Stockholders as described herein. As a result, the amendment to our Articles of Incorporation has been approved and no further votes will be needed.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the amendment of our Articles of Incorporation relative to the increase in authorized common shares, the authorization of preferred shares and the name change.
DISSENTER'S RIGHT OF APPRAISAL
Under Delaware law, stockholders are not entitled to dissenter's rights of appraisal with respect to the corporate actions discussed herein.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
Primco is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the Commission. Reports and other information filed by Primco can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street NW, Washington, D.C. 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains a website on the Internet (http://www.sec.gov) that contains the filings of issuers that file electronically with the Commission through the EDGAR system. Copies of such filings may also be obtained by writing to Primco Management, Inc. at 1875 Century Park East, 6th Floor, Suite 73, Century City, CA 90067.
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STOCKHOLDERS SHARING AN ADDRESS
Unless we have received contrary instructions from a stockholder, we are delivering only one Information Statement to multiple stockholders sharing an address. We will, upon request, promptly deliver a separate copy of this Information Statement to a stockholder who shares an address with another stockholder. A stockholder who wishes to receive a separate copy of the Information Statement may make such a request in writing to Primco Management, Inc. at 1875 Century Park East, 6th Floor, Suite 73, Century City, CA 90067
On behalf of the Board of Directors,
May 29, 2013
/s/David Michery
David Michery
Chief Executive Officer
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