SCHEDULE 14C
(Rule 14c-101)
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
BTHC X, 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 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.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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SCHEDULE 14C INFORMATION STATEMENT
(Pursuant to Regulation 14C of the Securities Exchange Act
of 1934 as amended)
BTHC X, INC.
12890 Hilltop Road
Argyle, Texas 76226
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Preliminary Information Statement is first being mailed on or about
December __, 2007, to the holders of record (the "Stockholders") of the
outstanding common stock , $.001 par value per share (the "Common Stock") of
BTHC X, Inc., a Delaware corporation (the "Company"), as of the close of
business on November 29, 2007 (the "Record Date"), pursuant to Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). This Preliminary Information Statement relates to a written consent in
lieu of a meeting, dated November 29, 2007 (the "Written Consent") of
Stockholders of the Company, owning at least a majority of the outstanding
shares of Common Stock of the Company as of the Record Date (the "Majority
Stockholders").
The Written Consent authorized an amendment to our Certificate of
Incorporation (the "Amendment") to effect the implementation of a 1-for-2.86
reverse split of the outstanding shares of our Common Stock (the "Reverse
Split"). The Written Consent constitutes the consent of a majority of the total
number of shares of outstanding Common Stock and is sufficient under the
Delaware General Corporation Law ("DGCL") and the Company's Bylaws to approve
the Amendment. Accordingly, the Amendment is not presently being submitted to
the Company's other Stockholders for a vote. The action by Written Consent will
become effective when the Company files the Certificate of Amendment with the
Delaware Secretary of State (the "Effective Time").
A copy of the Certificate of Amendment to be filed with the state of
Delaware to effect the Amendment is attached to this Information Statement as
Appendix A.
You are encouraged to carefully read the Information Statement, including
the appendices, for further information regarding this action. In accordance
with Rule 14c-2, the majority stockholder's approval of the action described
herein will be deemed ratified and effective at a date that is at least 20 days
after the date the Definitive Information Statement has been mailed or furnished
to our stockholders. The Preliminary Information Statement is first being mailed
or furnished to stockholders on or about December __, 2007.
This is not a notice of a meeting of Stockholders and no Stockholders
meeting will be held to consider the matters described herein. This Information
Statement is being furnished to you solely for the purpose of informing
Stockholders of the matters described herein pursuant to Section 14(c) of the
Exchange Act and the regulations promulgated thereunder, including Regulation
14C. Except as otherwise indicated by the context, references in this
Information Statement to the "Company," "we," "us," or "our" are references to
BTHC X, Inc.
By Order of the Board of Directors,
/s/ Timothy P. Halter
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Timothy P. Halter
Chief Executive Officer
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GENERAL INFORMATION
-------------------
This Information Statement is being first mailed on or about December __,
2007, to Stockholders of the Company by the board of directors to provide
material information regarding corporate actions that have been approved by the
Written Consent of the Majority Stockholders.
Only one Information Statement is being delivered to two or more
Stockholders who share an address unless we have received contrary instruction
from one or more of such Stockholders. We will promptly deliver, upon written or
oral request, a separate copy of the Information Statement to a security holder
at a shared address to which a single copy of the document was delivered. If you
would like to request additional copies of the Information Statement, or if in
the future you would like to receive multiple copies of information statements
or proxy statements, or annual reports, or, if you are currently receiving
multiple copies of these documents and would, in the future, like to receive
only a single copy, please so instruct us by writing to the corporate secretary
at the Company's executive offices at the address specified above.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT
RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION.
The entire cost of furnishing this Information Statement will be borne by
the Company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial
owners of the Common Stock held of record by them.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the DGCL and the Company's Bylaws, any action that can be taken at an
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if the holders of outstanding stock
having not less than the minimum number of votes that will be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted consent to such action in writing. The approval
of the Amendment requires the affirmative vote or written consent of a majority
of the issued and outstanding shares of Common Stock. Each Stockholder is
entitled to one vote per share of Common Stock held of record on any matter
which may properly come before the stockholders.
On the Record Date, the Company had 500,440 shares of Common Stock issued
and outstanding with the holders thereof being entitled to cast one vote per
share.
On November 29, 2007, our board of directors (the "Board of Directors")
unanimously adopted resolutions (the "Written Consent") declaring the
advisability of the Amendment and recommended that the Stockholders approve the
Amendment set forth in the Certificate of Amendment provided herewith as
Appendix A. In connection with the adoption of these resolutions, the board of
directors elected to seek the written consent of the holders of a majority of
our outstanding shares in order to reduce associated costs and implement the
proposals in a timely manner. A copy of the Written Consent is attached to this
Information Statement as Appendix B.
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The Reverse Split of the outstanding shares of our Common Stock will reduce
the number of issued and outstanding shares of our Common Stock and effectively
increase the number of authorized and unissued shares of our Common Stock
available for future issuance. The Reverse Split has been implemented to
facilitate the Company's business plan of seeking to combine with a privately
held corporation having ongoing business operations.
CONSENTING STOCKHOLDERS
On November 29, 2007, the following consenting Stockholders, who constitute
the Majority Stockholders, consented in writing to the Amendment:
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Consenting Stockholder Number of Shares % of total
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Halter Financial Investments, L.P.*
12890 Hill Top Road 350,000* 70.0%
Argyle, Texas 76226
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Total: 350,000 70.0%
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* Halter Financial Investments, L.P. or HFI is a Texas limited partnership
of which Halter Financial Investments GP, LLC, a Texas limited liability
company, is the sole general partner. HFI holds 350,000 shares of our Common
Stock. The limited partners of HFI are: (i) TPH Capital, L.P., a Texas limited
partnership, of which TPH Capital GP, LLC, a Texas limited liability company, is
the general partner, of which Timothy P. Halter is the sole member; (ii)
Bellfield Capital Partners, L.P., a Texas limited partnership, of which
Bellfield Capital Management, LLC, a Texas limited liability company, is the
sole general partner, of which David Brigante is the sole member; (iii) Colhurst
Capital LP, a Texas limited partnership, of which Colhurst Capital GP, LLC, a
Texas limited liability company, is the general partner, of which George L.
Diamond is the sole member; and (iv) Rivergreen Capital, LLC, a Texas limited
liability company, of which Marat Rosenberg is the sole member. As a result,
each of the foregoing persons may be deemed to be a beneficial owner of the
shares held of record by HFI.
Accordingly, the Company has obtained all necessary corporate approvals in
connection with the Amendment. The Company is not seeking written consent from
any other Stockholders, and the other Stockholders will not be given an
opportunity to vote with respect to the actions described in this Information
Statement. All necessary corporate approvals have been obtained. This
Information Statement is furnished solely for the purposes of advising
Stockholders of the action taken by written consent and giving Stockholders
notice of such actions taken as required by the Exchange Act.
The Company will, when permissible following the expiration of the 20 day
period mandated by Rule 14c-2 and the provisions of the DGCL, file the
Certificate of Amendment with the Delaware Secretary of State's Office. The
Certificate of Amendment will become effective upon such filing and we
anticipate that such filing will occur approximately 20 days after this
Information Statement is first mailed to Stockholders.
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DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
The Company's authorized capital currently consists of 40,000,000 shares of
Common Stock and 10,000,000 shares of preferred stock, par value $.001 per
share, none of which are issued and outstanding.
Each share of Common Stock entitles its record holder to one (1) vote per
share held. Holders of the Company's Common Stock do not have cumulative voting,
conversion, redemption rights or preemptive rights to acquire additional shares.
At the close of business on the Record Date, the Company had 500,440 shares
of Common Stock issued and outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock immediately before and after
the effectuation of the Reverse Split by:
o each Stockholder known by the Company to be the beneficial owner of more
than 5% of the Company's outstanding securities prior to and after the
closing of the transactions contemplated by the Share Exchange Agreement;
o each current director of the Company;
o each of the named executive officers of the Company listed in the Company's
most recent Annual Report on Form 10-KSB; and
o all current directors and executive officers as a group.
Unless otherwise specified, the address of each of the persons set forth
below is in care of BTHC X, Inc., 12890 Hilltop Road, Argyle, Texas 76226.
Before effectiveness of the After effectiveness of the
Reverse Split (2) Reverse Split (3)
Amount of Percent of Amount of Percent of
Name and Address of Beneficial Common Beneficial Common
Beneficial Owner (1) Ownership Stock Ownership Stock
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Timothy P. Halter (4) 350,000 70.0% 122,500 70.0%
David Brigante (4) 350,000 70.0% 122,500 70.0%
George Diamond (4) 350,000 70.0% 122,500 70.0%
Marat Rosenberg (4) 350,000 70.0% 122,500 70.0%
Olga Guerra 58,294 11.7% 20,475 11.7%
Directors and officers 350,000 70.0% 122,500 70.0%
as a group (5)
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(1) Beneficial Ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Each of the beneficial owners listed above has direct
ownership of and sole voting power and investment power with respect
to the shares of the Company's stock.
(2) A total of 500,440 shares of Common Stock are considered to be
outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial
Owner above, any options exercisable within 60 days have been included
in the denominator.
(3) Based on 175,000 shares of Common Stock that are outstanding after the
consummation of the Reverse Split.
(4) The referenced shares of Common Stock are owned by Halter Financial
Investments, L.P. ("HFI"). HFI is a Texas limited partnership of which
Halter Financial Investments GP, LLC, a Texas limited liability
company, is the sole general partner. The limited partners of HFI are:
(i) TPH Capital, L.P., a Texas limited partnership, of which TPH
Capital GP, LLC, a Texas limited liability company, is the general
partner, of which Timothy P. Halter is the sole member; (ii) Bellfield
Capital Partners, L.P., a Texas limited partnership, of which
Bellfield Capital Management, LLC, a Texas limited liability company,
is the sole general partner, of which David Brigante is the sole
member; (iii) Colhurst Capital LP, a Texas limited partnership, of
which Colhurst Capital GP, LLC, a Texas limited liability company, is
the general partner, of which George L. Diamond is the sole member;
and (iv) Rivergreen Capital, LLC, a Texas limited liability company,
of which Marat Rosenberg is the sole member. As a result, each of the
foregoing persons may be deemed to be a beneficial owner of the shares
held of record by HFI.
(5) Timothy P. Halter is the Company's sole director and officer.
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AMENDMENT OF OUR CERTIFICATE OF INCORPORATION
On November 29, 2007, our Board of Directors approved, subject to receiving
the approval of the holders of a majority of the Company's outstanding capital
stock, an amendment to our Certificate of Incorporation to effect a 1-for-2.86
Reverse Split of Common Stock. A majority of the holders of Common Stock
approved the Amendment pursuant to the Written Consent dated as of November 29,
2007.
The Amendment has been adopted to facilitate the Company's ability to
implement is stated business strategy of combining with a privately held entity
that has continuing business operations.
Our Board of Directors unanimously approved, subject to Stockholder
approval, the 1-for-2.86 Reverse Split of our Common Stock, which will be
effectuated in conjunction with the adoption of the Amendment. Our Stockholders
also approved this action in the Written Consent.
Under applicable federal securities laws, the Majority Stockholders'
approval of the Amendment cannot be effective until at least 20 calendar days
after the Definitive Information Statement is distributed to the Company's
stockholders (the "Effective Date").
The Reverse Split will reduce the number of issued and outstanding shares
of our Common Stock. The Reverse Split effectively increases the number of
authorized and unissued shares of our Common Stock available for future
issuance. The Reverse Split will become effective on the Effective Date which
occurs when the Certificate of Amendment is filed with the Secretary of State of
the State of Delaware following the expiration of the 20 day period mandated by
Rule 14c of the Exchange Act.
On the Effective Date, 2.86 shares of Common Stock will automatically be
combined and changed into one share of Common Stock. No additional action on our
part or any Stockholder will be required in order to effect the Reverse Split.
No fractional shares of post-Reverse Split Common Stock will be issued to
any stockholder. Accordingly, Stockholders of record who would otherwise be
entitled to receive fractional shares of post-Reverse Split Common Stock will
receive a full share of our Common Stock.
We will obtain a new CUSIP number for our Common Stock at the time of the
Reverse Split. Following the effectiveness of the Reverse Split, every 2.86
shares of Common Stock presently outstanding, without any action on the part of
the stockholder, will represent one share of Common Stock. Subject to the
provisions for elimination of fractional shares, as described above,
consummation of the Reverse Split will not result in a change in the relative
equity position or voting power of the holders of Common Stock.
Federal Income Tax Consequences of the Reverse Split
The combination of 2.86 shares of pre-Reverse Split Common Stock into one
share of post-Reverse Split Common Stock should be a tax-free transaction under
the Internal Revenue Code of 1986, as amended, and the holding period and tax
basis of the pre-Reverse Split Common Stock will be transferred to the
post-Reverse Split Common Stock.
This discussion should not be considered as tax or investment advice, and
the tax consequences of the Reverse Split may not be the same for all
Stockholders. Stockholders should consult their own tax advisors to know their
individual Federal, state, local and foreign tax consequences.
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DISSENTER'S RIGHTS
Under Delaware law, holders of our Common Stock are not entitled to
dissenter's rights of appraisal with respect to our proposed Amendments.
OTHER INFORMATION
The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information including annual, quarterly and current reports on Forms 10-KSB,
10-QSB and 8-K with the Securities and Exchange Commission ("SEC"). Reports and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC
20549. Copies of such material can be obtained upon written request addressed to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at
prescribed rates. You may obtain information on the operation of the SEC's
Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also
maintains a web site on the Internet (http://www.sec.gov) where the Company's
reports, proxy and information statements and other information regarding the
Company may be obtained free of charge.
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APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BTHC X, INC.
BTHC X, INC., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:
The Certificate of Incorporation of the Corporation is hereby amended by
inserting the following as the second paragraph of "Section 1. Authorization of
Shares":
"Upon this Certificate of Amendment of Certificate of
Incorporation becoming effective pursuant to the General
Corporation Law of the State of Delaware (the "Effective
Time"), each share of the corporation's Common Stock, par
value $.001 per share (the "Old Common Stock"), issued and
outstanding immediately prior to the Effective Time will
automatically be reclassified into 1/2.86 of a share of
Common Stock, par value $.001 per share, of the Corporation
(the "New Common Stock"). Each certificate that theretofore
represented shares of Old Common Stock represented by such
certificate shall thereafter represent that number of shares
of New Common Stock into which the shares of Old Common
Stock represented by such certificate shall have been
reclassified; provided, that each person holding of record a
stock certificate or certificates that represented shares of
Old Common Stock shall receive, upon surrender of such
certificate or certificates, a new certificate or
certificates evidencing and representing the number of
shares of New Common Stock to which such person is entitled
under the foregoing reclassification. No fractional shares
of New Common Stock will be issued to any stockholder.
Accordingly, stockholders of record who would otherwise be
entitled to receive fractional shares of New Common Stock
will receive a full share of New Common Stock."
The foregoing amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, BTHC X, Inc. has caused this Certificate to be executed
by Timothy P. Halter, its President, on this ___ day of January, 2008.
BTHC X, Inc.
By: _______________________
Name: Timothy P. Halter
Office: President
APPENDIX B
JOINT WRITTEN CONSENT OF SOLE DIRECTOR AND MAJORITY SHAREHOLDERS
IN LIEU OF
SPECIAL MEETING OF
BTHC X, INC.
The undersigned being the sole member of the Board of Directors and
Chairman of the majority stockholder of BTHC X, Inc., a Delaware corporation
(the "Corporation"), hereby consents in writing to the taking of the following
action and to the adoption of the following resolutions:
WHEREAS, the Board of Directors hereby declares a one-for-2.86 reverse
split of the Corporation's common stock for all outstanding shares of the
Corporation's common stock as of the date hereof, with fractions to be rounded
to next full share;
NOW THEREFORE BE IT RESOLVED, that the undersigned hereby approves,
ratifies and confirms the reverse split and the filing of a Certificate of
Amendment with the State of Delaware to evidence same; and be it
FURTHER RESOLVED, that the officers of the Corporation and Securities
Transfer Corporation, as the Corporation's transfer agent, are authorized and
directed to take any and all other actions which they deem necessary or
desirable to implement the intent of the foregoing resolution.
EXECUTED as of the 29th day of November, 2007.
Sole Director
/s/ Timothy P. Halter
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Timothy P. Halter, Sole Director
Majority Stockholder
/s/ Timothy P. Halter
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Timothy P. Halter, Chairman,
Halter Financial Investments, L.P.