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 (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
TINTIC GOLD MINING COMPANY
(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: N/A.
(2) Aggregate number of securities to which transaction applies: N/A.
(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): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] 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 number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
Contact Person: John Michael Coombs, Esq.
MABEY & COOMBS, L.C.
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001
Phone No. 801-467-2021
Fax No. 801-467-3256
TINTIC GOLD MINING COMPANY
3131 Teton Drive
Salt Lake City, Utah 84109
(801) 485-3939
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our shareholders
(Tintic Gold Mining Company, a Utah corporation ["Tintic Gold," "Company,"
"we," "our" or "us"]), in connection with the following amendments to our
existing Articles of Incorporation, all of which have been adopted by
unanimous board resolution and by a majority of our stockholders, namely, each
of our three board members and two additional stockholders. Such five persons
together own and hold 684,192 shares, a figure that excludes certain S-8
shares anticipated to be physically issued to such persons under our 2002 and
2003 Stock Option/Stock Issuance Plans. Because there are currently 952,567
shares issued, not all of which are outstanding, the figure of 684,192 shares
nonetheless represents approximately 72% of our issued securities.
The following constitutes the full text of each amendment:
Article I Name and Duration
The name of this corporation is "Tintic Gold Mining Company." Its
duration shall be perpetual. Business and transfer offices may be established
by the Board of Directors in any other part of the United States. Meetings of
the Directors shall be held at such places within or without the State of Utah
as the Directors by resolution or by-laws may direct.
Article II -- Purpose
That the business and purpose for which the Corporation shall exist
shall be for the pursuit of any business or endeavor recognized as lawful
under Utah law.
Article III -- Capitalization
The amount of common capital stock of this Corporation shall be
50,000,000 (fifty million) shares, having a par value of one mill or $0.001
per share. The Board of Directors may, from time to time, sell any or all of
the authorized but unissued common capital stock of the Corporation without
first offering the same to the stockholders then existing; that all such sales
may be made on such terms and conditions as the Board may deem advisable. The
common capital stock of the Corporation is non-assessable.
Article V -- Incorporators
Repealed.
Article VII -- Board of Directors and Corporate Governance
The Directors shall choose from their own number a President and in
their discretion one or two Vice Presidents, and from the stockholders a
Secretary and Treasurer for the Corporation, and such other officers and
agents as they deem expedient in the management and conduct of the
Corporation's business. Any one person may hold two or more offices at the
same time.
Any officer or director may resign by giving notice in writing to the
Board of Directors, or he may be removed in the manner provided by law. In
addition to the methods provided by law, any officer, except a Director, may
be removed at any time with or without cause by the Board of Directors.
A majority of the Board shall constitute a quorum for the transaction of
business.
The Board of Directors shall have the general control and management of
the property, business and affairs of the corporation, but they may delegate
certain duties in respect thereto to the various officers of the Corporation
or to the various committees of the Board.
The Board of Directors may adopt by-laws and rules and regulations for
conducting of the business of the Corporation, and for the government thereof,
and defining the duties of the various officers, agents and servants of the
Corporation.
[End of text of amendments.]
For a description of the purpose for, and explanation of, these
amendments, reference is made to the caption or section below titled
"Amendment to the Articles of Incorporation and Vote Required for Approval."
The foregoing five (5) amendments to our Articles of Incorporation are
contained in the form of our Second Restated and Amended Articles of
Incorporation, a copy of which is attached to this Information Statement as
Exhibit 3.1. This form of Restated Articles has been approved by the written
consent of the Board of Directors and the two shareholders referenced above
and thus, by a majority of our shareholders. This document uses the word
"Second" to differentiate it from a set of Restated Articles of Incorporation
filed by us with the Utah Division of Corporations in August 1994. The
ability of a corporation to file Restated Articles of Incorporation is
governed by Section 16-10a-1007 of the Revised Utah Business Corporation Act
titled "Restated Articles of Incorporation." Twenty-one (21) days after this
document has been mailed out, we intend to file such form of Second Restated
and Amended Articles with the Division of Corporations of the Utah Department
of Commerce and Commercial Code.
In addition to the foregoing corporate action approved by the written
consent of a majority of the Corporation's shareholders, the Board of
Directors and the two shareholders have also adopted the following resolution
by written consent, action which does NOT result in a specific amendment to
our existing Articles of Incorporation:
1. To authorize the Board of Directors to change the name of
our Company to conform with the business or industry that
the Board of Directors determines we engage in or which
otherwise conforms with the name or names of any properties,
ventures or businesses acquired by our Company.
APPROXIMATE DATE OF MAILING: August 4, 2003.
These amendments and the one resolution will become effective on the
opening of business on August 25, 2003, or a date that is at least twenty-one
(21) days from the mailing of this Information Statement to our stockholders.
Any executive officer, as required by the Utah Act, is entitled to execute and
file the Second Restated and Amended Articles, Ex. 3.1 hereto, with the
Division of Corporations of the Utah Department of Commerce and Commercial
Code effecting the amendments and such other changes as may otherwise be
deemed required or necessary.
These amendments and resolutions are the only matters covered by this
Information Statement.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Explanation of Amendments.
- --------------------------
The new and amended Article I recited above amends our duration from 100
years from its date of incorporation in 1933 to perpetual. This amendment
also deletes irrelevant and inapplicable language such as the requirement that
all meetings be held in Salt Lake City, Utah, or that our mining activity only
be undertaken or concentrated in the Tintic Mining District of Juab County,
Utah.
The new Article II recited above is consistent with more modern Utah law
and expands the purposes for which we exist to include matters beyond that of
mere mining or mining-related activities.
The new and restated Article III increases our authorized capitalization
from 10 million shares to 50 million shares. Other than this singular change,
the new Article III makes no other changes in our capitalization.
Article V, which previously identified our initial incorporators back in
1933 and their respective stockholder interests in the Corporation, is no
longer relevant and is thus deleted and repealed.
Article VII discussing the powers of the directors of the Corporation is
restated and modified, primarily to eliminate provisions now automatically
governed by statute and to otherwise eliminate reference to the identities of
our initial directors and officers in 1933, something that is similarly no
longer relevant or meaningful.
Reasons for the Amendments.
- ---------------------------
The Board of Directors believes that these amendments will provide our
Company with greater flexibility. First, changing our duration or existence
from 100 years to perpetual is in keeping with the intent of the Utah Act,
which provides that corporations under Utah law have perpetual existence.
This will also prevent such article from having to be amended in the future.
Secondly, the amendment to expand our corporate purpose to include whatever is
a lawful business for corporations to conduct under Utah law gives us greater
flexibility. Third, increasing our authorized capital will allow us to issue
up to an additional 40 million shares, though there are no current plans of
our Company that would result in the issuance of any of the additional
authorized shares. Fourth, eliminating identifying our original incorporators
and directors and their respective interests in the Company as of 1933, as
accomplished by the amendments to Articles V and VII, are designed to
streamline our Articles and otherwise eliminate verbiage and provisions that
are superfluous and unnecessary under current Utah law. The Board
authorization to change the name to reflect a name that conforms to the
industry or business in which our business operations are conducted or to a
name that will promote or conform to any principal product, technology or
other asset of our Company, will also save time, cost and expense, in the
future, if this discretion is warranted or exercised.
Utah Law.
- ---------
The above five amendments to our existing Articles and the one
resolution, which does not operate to amend our Articles, were unanimously
adopted by our three-person Board of Directors and two additional persons
(including members of our management) who own in excess of a majority of our
outstanding voting securities (the "Majority Stockholders"), in accordance
with Sections 16-10a-001 titled "Authority to amend [articles]," 16-10a-704
titled "Action without a meeting" and 16-10a-725 titled "Quorum and voting
requirements for voting groups" of the Revised Utah Business Corporations Act
(the "Utah Act"). See the caption "Voting Securities and Principal Holders
Thereof" herein. These five persons collectively own 684,192 shares or
approximately 72% of our outstanding voting securities. No other votes are
required or necessary to adopt these amendments, and none are being solicited
hereunder. By their written consent, these five persons are not part of a
"group" for the purposes of Schedule 13D of the Securities and Exchange
Commission.
Section 16-10a-1003 of the Utah Act titled "Amendment by board of
directors and shareholders" provides that every amendment to the Articles of
Incorporation of a corporation shall first be adopted by resolution of the
Board of Directors and then be subject to the approval of persons owning a
majority of the securities entitled to vote on any such amendment. Section
16-10a-704 of the Utah Act provides that the Board of Directors, by unanimous
written consent, and persons owning the required majority of voting securities
necessary to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a formal
shareholder meeting by written consent.
The directors, executive officers and others comprising the majority
stockholders who have voted, in writing, to approve the resolutions to amend
our Articles of Incorporation to effect the various amendments outlined above
collectively own approximately 72% of our issued common capital stock;
accordingly, this percentage being a majority, no additional votes are
required or necessary to adopt the amendments to our Articles of Incorporation
or the potential name change, and none are being solicited hereunder. See the
captions "Voting Securities and Principal Holders Thereof" and "Amendment to
the Articles of Incorporation and Vote Required for Approval," herein.
OTHER INFORMATION
During our first quarter of 2003, we terminated a proposed transaction
with an Israeli company called Zer Communications, Ltd., a transaction that we
had been pursuing for several months. The transaction had contemplated the
incorporation of a wholly owned subsidiary in Nevada with the name "Tintic
Gold Mining Company" pursuant to which the Company's mining claims would be
conveyed to it in exchange for the issuance of 281,803 shares, after which
these shares would have been spun-off to the shareholders of the Company as of
February 3, 2003, the record date for purposes of such spin-off. Such
proposed spin-off and distribution of shares would have been undertaken
pursuant to an appropriate registration statement filed with the Commission.
Because the transaction with Zer was not completed, we could not lawfully
effectuate the proposed spin-off. Accordingly, no spin-off of any
subsidiary's shares to the Company's shareholders of record as of February 3,
2003, will occur. It is conceivable that such may occur in the future, in the
event that the Company engages in a transaction similar to the Zer
transaction; however, a record date of February 3, 2003, will not and cannot
be used for the purpose of any such future registered spin-off.
We have changed our auditors and our newly appointed auditors are
Pritchett, Siler & Hardy, P.C., located in Salt Lake City, Utah. This change
of auditors was disclosed in a Current Report on Form 8-K filed with the
Commission on July 22, 2003.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments which are not shared by all other
stockholders, pro rata.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- ------------------
The securities that would have been entitled to vote if a formal
meeting were required to have been held consist of shares of our common stock.
Each share of our common stock is entitled to one vote. The number of issued
shares of our common stock at the close of business on July 23, 2003, the
record date for determining our stockholders who would have been entitled to
notice of and to vote on the amendments to our Articles of Incorporation, was
952,567. This figure includes certain shares to-be-issued on Form S-8, a
registration statement that has not yet been filed with the Commission.
Because such S-8 shares have not been physically issued so as to be considered
outstanding, the persons who would otherwise be entitled to receive such
shares cannot vote them. This is because Article X of our Articles only
allows persons to vote shares if those persons' holdings are reflected on the
Company's books and records, that is, its shareholder list.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
As of July 23, 2003, there were 952,567 common capital shares issued,
not all of which are considered outstanding. This is because, as stated
elsewhere herein, some of these shares need to be registered on Form S-8 in
order to be physically issued to their respective owner. The following table
takes into account and otherwise reflects the 1 for 10 reverse split of the
Company's shares that took place after year-end on February 3, 2003. The
following table also takes into account shares booked as earned in fiscal 2003
for services rendered. Once again, however, the table does NOT reflect or
take into account those shares earned by any of the following persons pursuant
to the Company's 2002 and 2003 Plans as those shares will NOT be physically
issued until registered with the Commission on Form S-8. See notes (1)
through (2) immediately below. To the knowledge of our management and based
upon a review of the stock ledger maintained by our transfer and registrar
agent, the following table sets forth the beneficial ownership of persons who
own and hold more than five (5%) percent of our common stock as of the record
date and the date hereof, and the share holdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Management
----------
George Christopulos President and 123,084(1) 12.92%
3131 Teton Drive and Director
Salt Lake City, Utah 84109
Jack Coombs Vice President 100,157(1) - 10.51%
2581 East 1300 South and Director
Salt Lake City, Utah 84108
Hugh N. Coltharp Secretary/Treasurer 16,529(1) - 1.74%
1464 south 1500 East and Director
Salt Lake City, Utah 84105
Others
------
John Michael Coombs Stockholder 274,422(2)- 28.81%
3098 So. Highland Dr., #323
Salt Lake City, Utah 84106
Leonard W. Burningham Stockholder 170,000 17.85%
205 Hermes Plaza
455 East 500 South
Salt Lake City, Utah 84101
------------------
Total: 684,192 - 71.82%
(1) These shares do NOT include 13,603 shares issued to Mr. Christopulos,
4,470 shares issued to Mr. Jack Coombs, and 900 shares issued to Mr. Coltharp,
all for services rendered in 2002 and 2003 pursuant to the Company's 2002 and
2003 Plans, shares that are to only be physically issued to such persons upon
the filing of an S-8 registration statement with the Commission, an event that
has not occurred. These shares are reflected on the Company's financial
statements as issued but they are not considered outstanding and cannot be
voted until such time as they are physically issued and thus appear on the
Company's books and records as issued in the names of Messrs. Christopulos,
Coombs and Coltharp, respectively. The issuance or entitlement to such shares
has been reported to the Commission on Form 4's.
(2) These shares do NOT include 6,027 shares issued to Mr. JM Coombs for
services rendered in 2002 and 2003 pursuant to the Company's 2002 and 2003
Plans, shares that are to only be physically issued to him upon the filing of
an S-8 registration statement with the Commission, an event that has not
occurred. These shares are reflected on the Company's financial statements as
issued but they are not considered outstanding and cannot be voted until such
time as they are physically issued and Mr. JM Coombs appears on the Company's
books and records as a record owner of such shares. The issuance or
entitlement to such shares has been reported to the Commission on a Form 3.
Exhibits.
- ---------
3.1 Form of Second Restated and Amended Articles of Tintic Gold
Mining Company to be filed with the Division of Corporations
of the Utah Department of Commerce and Commercial Code
within 21 days of the mailing of this Information Statement
NOTICE
OUR MANAGEMENT AND THE TWO ADDITIONAL STOCKHOLDERS OF OUR COMPANY THAT HAVE
CONSENTED TO THE INCREASE IN CAPITALIZATION, THE EXPANSION OF BUSINESS
PURPOSE, THE CHANGE OF OUR COMPANY'S DURATION OF EXISTENCE TO PERPETUAL, AND
THE OTHER, HOUSEKEEPING-RELATED AMENDMENTS, OWN IN EXCESS OF THE REQUIRED
NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS TO THE
ARTICLES OF INCORPORATION UNDER UTAH LAW AND HAVE DONE SO. NO FURTHER VOTES
OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
August 4, 2003 George P. Christopulos
President and Chairman of the Board