SCHEDULE 14C INFORMATION
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
JUNIPER GROUP, 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 securitiesto 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 by written 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:.................................................................
JUNIPER GROUP, INC.
MISSION BAY OFFICE PLAZA
20283 STATE ROAD 7, SUITE 400
BOCA RATON, FL 33498
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
TO ALL SHAREHOLDERS OF JUNIPER GROUP, INC.:
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 increase the number of shares of capital stock of the Company from 75,875,000
to 760,000,000, of which 750,000,000 million shares will relate to common stock
and 10,000,000 million shares will relate to preferred stock, subject to further
designation by the Board of Directors of the Company.
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/ Vlado P. Hreljanovic
-------------------------------
Vlado P. Hreljanovic
Chief Executive Officer
Boca Raton, Florida
April 28, 2006
JUNIPER GROUP, INC.
MISSION BAY OFFICE PLAZA
20283 STATE ROAD 7, SUITE 400
BOCA RATON, FL 33498
INFORMATION STATEMENT
April 28, 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 May 1, 2006, to the
shareholders of record of Juniper Group, Inc. at the close of business on April
26, 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 Nevada Revised Statutes.
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 increase
the amount of shares of the Company from 75,875,000 to 760,000,000 shares of
capital stock of the Company, of which 750,000,000 million shares will relate to
common stock and 10,000,000 million shares will relate to preferred stock,
subject to further designation by the Board of Directors of the Company.
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 current 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
The Company is currently authorized to issue up to 75,000,000 shares of common
stock. As of April 26, 2006, there were 14,224,048 shares of common stock
outstanding. Holders of shares of common stock are entitled to one vote per
share on all matters to be voted on by the stockholders. Holders of common stock
are entitled to receive ratably such dividends, if any, as are declared by the
Board of Directors out of funds legally available therefore. Upon the
liquidation, dissolution, or winding up of the Company, holders of shares of
common stock are entitled to share ratably in all assets that are legally
available for distribution after payment of all debts and other liabilities and
liquidation preference of any outstanding common stock. Holders of shares of
common stock have no preemptive, subscription, redemption or conversion rights.
The Company is currently authorized to issue up to 875,000 shares of preferred
stock, par value $.001. As of April 26, 2006, there were outstanding 135,000
shares of Series B preferred stock and 300,000 shares of Series C preferred
stock.
The Company filed a Certificate of Designation of Series B Convertible Preferred
Stock on January 4, 2006, pursuant to which the Company authorized for issuance
135,000 shares of Series B Preferred Stock, par value $0.10 per share, which
shares are convertible after the earlier of (i) forty-five days after the
conversion of the 8% callable secured convertible notes issued in our recent
financing, or (ii) 12 months after this registration statement is declared
effective, at a conversion price equal to the volume weighted average price of
our common stock, as reported by Bloomberg, during the ten consecutive trading
days preceding the conversion date. We issued an aggregate of 117,493 shares of
Series B Preferred Stock to a group of our current shareholders in exchange for
an aggregate of 23,498,109 shares of our common stock. The holders of Series B
Preferred Stock shall have the right to vote together with holders of the
Corporation's Common Stock, on a 30 votes per share basis (and not as a separate
class), all matters presented to the holders of the Common Stock. The foregoing
shareholders were existing investors before they did the exchange. The Series B
preferred stock is convertible into shares of the common stock at the average of
the volume weighted average price of the common stock as reported by Bloomberg
during the ten consecutive trading days preceding the conversion date (but not
including such date.)
The Company filed a Certificate of Designation of Series C Convertible Preferred
Stock on March 23, 2006, pursuant to which the Company authorized for issuance
300,000 shares of Series C Preferred Stock, par value $0.10 per share, which
shares are convertible after (i) the market price of the Common Stock is above
$1.00 per share; (ii) the Company's Common Stock is trading on the OTCBB market
or the AMEX; (iii) the Company is in good standing; (iv) the Company must have
more than 500 stockholders; (v) the Company must have annual revenue of at least
four million dollars; (vi) the Company does not have at least $100,000 EBITA for
the fiscal year preceding the conversion request. The holders of he Series C
Preferred Stock shall have the right to vote together with the holders of the
Corporation's Common Stock, on a 30 votes per share basis (and not as a separate
class), on matters presented to the holders of the Common Stock. Two years from
the date of issuance the holder of shares of Series C preferred stock may
convert each share of Series C preferred stock into 30 shares of common stock,
except that a holder may not convert any share of Series C preferred stock if
the following applies: (i) the market price of the common stock is below $1.00
per share; (ii) the common stock is no longer listed on the OTC-BB (unless the
Company has secured a listing on the Nasdaq SmallCap or National Market, or
AMEX; (iii) the Company is not in good standing; (iv) the Company does not have
more than 500 shareholders; (v) the Company does not have annual revenue of at
least $4,000,000; (vi) the Corporation does not have at least $100,000 of EBITDA
for the fiscal year preceding the conversion request.
The terms of the Company's authorized but unissued preferred stock, including
dividend or interest rates, conversion prices, voting rights, redemption prices,
maturity dates, and similar matters, will be determined by the Company's Board
of Directors. This will be the case, too, with respect to any additional shares
of preferred stock authorized by the amendment to the Company's Articles of
Incorporation described in this information statement.
DISSENTERS' RIGHT OF APPRAISAL
Under Nevada law and our certificate of incorporation and bylaws, no shareholder
has any right to dissent to our increasing the amount of shares, and no
shareholder is entitled to appraisal of or payment for their shares of our
stock.
REASONS FOR INCREASING THE AMOUNT OF SHARES OF THE COMPANY
The Company's Board of Directors has unanimously adopted a resolution seeking
shareholder approval to amend the Articles of Incorporation to increase the
number of authorized shares of capital stock to 760,000,000 shares of which
75,875,000 shares will relate to common stock and 10,000,000 shares of which
will relate to preferred stock. The Board of Directors believes that this
increase in the number of authorized shares is in the best interest of the
Company in that it will provide the Company with available shares in the case of
conversion of the callable secured convertible notes recently issued by the
Company, and the exercise of warrants recently issued by the Company, and which
also could be issued for other various corporate purposes, including
acquisitions, stock dividends, stock splits, stock options, and other
convertible debt and equity financings, as the Board of Directors determines in
its discretion. The Board further believes that the increase in the number of
authorized shares of common stock will enable the Company to promptly take
advantage of market conditions and the availability of favorable opportunities
without the delay and expense associated with holding a special meeting of
shareholders. The Company presently has no specific plans, arrangements or
understandings, either written or oral, to issue any of the additional
authorized shares of common stock or preferred stock.
The Company has two callable secured convertible notes each bearing interest at
8% with maturity on January 15, 2009 and March 14, 2009 and are convertible into
our common stock, at the investors' option, at the lower of (i) $.05 or (ii) 50%
of the average of the three lowest intraday trading prices for our common stock
during the 20 trading days before, but not including, the conversion date.
EFFECT ON OUR SHAREHOLDERS
The issuance by the Company of any additional shares of common stock would
dilute both the equity interests and the earnings per share of existing holders
of the common stock. Such dilution is likely to be substantial, given the terms
of two 8% callable secured convertible notes. The newly authorized shares of
common stock will have voting and other rights identical to those of the
currently authorized shares of common stock. The newly authorized preferred
stock will have voting and other rights as determined by the Board of Directors.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except in their capacity as 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.
***
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
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
JUNIPER GROUP, INC.
Pursuant to NRS 78.207 of the Nevada Revised Statutes, the undersigned person,
desiring to amend the Articles of Incorporation of JUNIPER GROUP, INC., under
the laws of the State of Nevada, does hereby sign, verify, and deliver to the
Office of the Secretary of State of Nevada, this Amendment to the Articles of
Incorporation for the above-named company (hereinafter referred to as the
"Company"):
The amendment contained herein was approved by a majority vote of shareholders
of the Company on April 15, 2006.
FIRST: The Articles of Incorporation of the Company were first filed and
approved by the Office of the Secretary of State of Nevada on January 22, 1997.
This Amendment to the Articles will become effective upon the filing of the
Certificate with the Nevada Secretary of State.
SECOND: That ARTICLE III shall be amended as follows:
"The aggregate number of shares which the Company shall have authority to issue
is Seven Hundred Sixty Million (760,000,000) shares, divided into:
Ten Million (10,000,000) Preferred Shares, having a par value of $0.10 per share
and
Seven Hundred Fifty Million (750,000,000) Common Shares, having a par value of
$0.001 per share."
All other aspects of Article III shall remain unchanged excepting as to the
total authorized number of Common and Preferred Shares as referenced in ARTICLE
III (A) and (B).
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the
Articles of Incorporation to be signed by Vlado P. Hreljanovic, its Chief
Executive Officer, this 28th day of April, 2006.
/s/ Vlado P. Hreljanovic
--------------------------
Vlado P. Hreljanovic
Chief Executive Officer