SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
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
PETREX CORPORATION
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(Name of Registrant As Specified In Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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2)Aggregate number of securities to which transaction applies:
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4)Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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INFORMATION STATEMENT
OF
PETREX CORPORATION
11781 South Lone Peak Parkway
Technology Center 2
Suite 230
Draper, UT 84020
(801) 619-3500
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
December __, 2001
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PETREX CORPORATION
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
To Shareholders of Petrex Corporation:
Petrex Corporation ("Petrex") hereby gives notice to its stockholders
that the holders of a majority of the outstanding shares of common stock of
Petrex Corporation ("Petrex") have by written consent voted in favor of a twenty
for one (20:1) reverse split of its common stock and to change the company's
corporate name to Force 10 Trading, Inc. This action will not be effective until
a date which is at least twenty (20) days after Petrex files the Definitive
Information Statement.
You have the right to receive this notice if you were a shareholder of
record at the close of business on the date of this notice (the "Record Date").
/s/Jon H. Marple
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Jon H. Marple
President
Draper, Utah
December __, 2001
1
This information statement is being furnished to all holders of the common stock
of Petrex in connection with the action by written consent to effectuate a name
change and twenty for one reverse split of the company's common stock.
Item 1
Information Statement
This information statement is being furnished to all holders of the
common stock of Petrex Corporation, a Nevada corporation, ("Petrex") in
connection with resolutions of the Board of Directors and the written consent of
the holders in excess of 50% of the common stock of Petrex providing for an
amendment to Petrex's Articles of Incorporation effectuating a twenty for one
(20:1) reverse split of the company's common stock and change of the company's
name to Force 10 Trading, Inc.
The Board of Directors and persons owning the majority of the
outstanding voting securities of Petrex have adopted, ratified and approved
resolutions to effect the reverse split and name change. No other votes are
required or necessary. The Amendment will be filed and effective twenty (20)
days after Petrex files the Definitive Information Statement.
Costs of Information Statement
Petrex will pay the cost of preparing and sending out this information
statement. It will be sent to shareholders via regular mail.
COPIES OF THIS INFORMATION STATEMENT AND PETREX'S FORM 10-SB AND
AMENDMENTS THERETO, ARE AVAILABLE TO SHAREHOLDERS AT NO CHARGE UPON REQUEST
DIRECTED TO:
PETREX CORPORATION
11781 SOUTH LONE PEAK PARKWAY
TECHNOLOGY CENTER 2
SUITE 230
DRAPER, UT 84020
Dissenter's Rights of Appraisal
The Nevada Revised Statutes do not provide for dissenter's rights of
appraisal in connection with the reverse split and name change.
2
Voting Securities and Principal Shareholders Thereof
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The Board of Directors has fixed the close of business on the date of
this notice as the record date for the determination of the common shareholders
entitled to notice of the action by written consent.
On September 25, 2001, the date of the written consent to action by the
majority shareholders, there were 8,787,067 outstanding shares of common stock
of Petrex. Each holder of common stock is entitled to one (1) vote per share. On
September 25, 2001, two shareholders held a controlling interest of 4,614,210
(52.55%) shares of $.001 par value common stock of the company, representing
more than a majority of Petrex's outstanding common stock. The shareholders,
Cecil Wall and G.W. McDonald, consented to the action required to effect the
reverse split and name change. This consent is sufficient, without any further
action, to provide the necessary stockholder approval for the action.
Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth certain information regarding the
beneficial ownership of Petrex's common stock by each person or group that is
known by Petrex to be the beneficial owner of more than five percent of its
outstanding common stock, each director and officer of the company, and all
directors and executive officers of the company as of September 25, 2001. Unless
otherwise indicated, Petrex believes that the persons named in the table below,
based on information furnished by such owners, have sole voting and investment
power with respect to the common stock beneficially owned by them, where
applicable.
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner of Beneficial Owner of Class
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Common GW McDonald 2,407,930 27.42%
1408 Roseland Blvd.
Tyler, Texas 75701
Common Patricia A. McDonald 0 0.0%
1408 Roseland Blvd.
Tyler, Texas 75701
Common Cecil C. Wall 2,206,280 25.13%
685 West Escalante Drive
St. George, Utah 84790
All Directors and Officers
as a Group
(3 Persons) 4,614,210 52.55%
3
PROPOSAL ONE: REVERSE SPLIT
Summary of the Reverse Split
On September 25, 2001, Petrex's Board of Directors and shareholders
holding the majority of issued and outstanding common stock approved a 20:1
reverse stock split of its $.001 par value common stock. On September 25, 2001,
the company had 75,000,000 shares of common stock authorized, with 8,787,067
shares issued and outstanding. Currently, the company has 15,187,067 shares of
common stock issued and outstanding, with 6,400,000 shares currently being held
in escrow pursuant to the terms of a merger agreement entered into with Force 10
Trading, Inc., a Nevada corporation ("Force 10"). The company has no other class
of stock outstanding. When the reverse split becomes effective, each holder of
twenty shares of Petrex's $.001 par value common stock will own one share of
$.001 par value common stock. Petrex will issue one whole share of common stock
in lieu of fractional shares. With the exception of adjustments for those
stockholders with fractional shares, the reverse stock split will not effect any
stockholder's proportional equity interest in the company in relation to other
stockholders or rights, preferences, privileges or priorities of any
stockholder.
All outstanding options, warrants, rights and convertible securities
that include provisions for adjustments in the number of shares covered and the
exercise or conversion price thereof, automatically will be adjusted for the
reverse stock split on the effective date.
The Board of Directors and majority stockholders adopted this 20:1
reverse stock split in preparation for the merger with Force 10 effective
November 2, 2001. The Board of Directors believed that a reverse stock split
would allow Petrex to enter into the merger with Force 10 at level of
shareholder capitalization acceptable to Force 10. This merger was reported on a
Form 8-K filed with the Securities and Exchange Commission on November 7, 2001.
A copy of the amended Articles of Incorporation reflecting the 20:1 reverse
stock split is attached hereto as Exhibit A.
Mechanics of the Reverse Split
Twenty days after Petrex files its Definitive Information Statement, it
will file the amendment to the Articles of Incorporation with the Nevada
Secretary of State, and the reverse split will be effective. Immediately after
Petrex files the amendment, each twenty shares of pre-reverse common stock will
automatically, and without further action on behalf of the stockholders, be
converted into one share of post-reverse common stock.
As soon as practicable after the date the reverse stock split becomes
effective, Petrex will notify all stockholders of record on the date of
effectiveness where to surrender their stock certificates in exchange for
certificates representing the post-reverse common stock. No certificates or
scrip representing fractional share interests in the post-reverse common stock
will be issued, and no such fractional share interest will entitle the holder
thereof to vote, or to any rights of a shareholder of the company. In lieu of
any such fractional share interest, each holder of pre-reverse common stock who
would otherwise be entitled to receive a fractional share of post-reverse common
stock will in lieu thereof receive one full share upon surrender of certificates
formerly representing pre-reverse common stock held by such holder.
4
Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of the material federal income tax
consequences of the reverse stock split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes that the post-reverse
common stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of pre-reverse common stock are
advised to consult their own tax advisers regarding the federal income tax
consequences of the reverse stock split in light of their personal circumstances
and the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. The company will not recognize a gain or loss in connection with the
reverse stock split.
3. A shareholder will not recognize a gain or loss when he or she
exchanges all of his or her shares of pre-reverse common stock solely for shares
of post-reverse common stock.
4. The aggregate basis of the shares of post-reverse common stock to be
received in the reverse stock split (including any whole shares received in lieu
of fractional shares) will be the same as the aggregate basis of the shares of
pre-reverse common stock surrendered in exchange therefore.
5. The holding period of the shares of post-reverse common stock to be
received in the reverse stock split (including any whole shares received in lieu
of fractional shares) will include the holding period of the shares of
pre-reverse common stock surrendered in exchange therefor.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY,
EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH HIS OWN TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT,
INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
5
PROPOSAL TWO: NAME CHANGE TO FORCE 10 TRADING, INC.
On September 25, 2001, Petrex's Board of Directors and shareholders
holding the majority of issued and outstanding common stock approved a change to
the company's corporate name to Force 10 Trading, Inc. This name change is
pursuant to the merger between Petrex and Force 10 and reflects the company's
current business as a electronic trading technology and brokerage group. The
name change will become effective upon the filing of the amendment to Petrex's
Articles of Incorporation, twenty days after Petrex delivers the Definitive
Information Statement to its stockholders.
6
FINANCIAL AND OTHER INFORMATION
Additional information concerning Petrex, including its Form 10-SB and
quarterly reports on Form 10-QSB, which Petrex has filed with the Securities and
Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov
or by contacting the company at 11781 South Lone Peak Parkway, Technology Center
2, Suite 230, Draper, UT 84020, (801) 619-3500.
By Order of the Board of Directors
/s/Jon H. Marple
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Jon H. Marple
Director
December __, 2001
7
EXHIBIT A
Amendment to the Articles of
Incorporation of Petrex Corporation
Petrex Corporation, a corporation organized under the laws of the State
of Nevada, by its president and secretary, does hereby certify:
1. That the board of directors of said corporation on September 25,
2001, unanimously passed a resolution declaring the following changes and
amendments in the Articles of Incorporation is advisable.
RESOLVED that Article One of said Articles of Incorporation be amended
to read as follows:
"That the name of said corporation shall be Force 10 Trading, Inc."
RESOLVED that Article Four of said Articles of Incorporation be amended
to read as follows:
"That the total authorized capital stock of the corporation shall
consist of Seventy-Five Million shares of common stock, with a par value of
$0.00l all of which shall be non-assessable and, entitled to voting power, and,
Fifty Million Shares of Preferred Stock, with no voting power.
Upon amendment of this Article Four, every twenty (20) issued and
outstanding shares of $.001 par value common stock ("pre-reverse common stock"),
shall be automatically and without any action on the part of the stockholders be
converted into and reconstituted as one (1) share of common stock, par value
$0.001 per share ("post-reverse common stock"). In lieu of any fractional share
interest, each holder of pre-reverse common stock who would otherwise be
entitled to receive a fractional share of post-reverse common stock will in lieu
thereof receive one full share upon surrender of certificates formerly
representing pre-reverse common stock held by such holder. Each holder of a
certificate or certificates who immediately prior to this amendment to the
Articles of Incorporation, as amended, becoming effective pursuant to the Nevada
Revised Statutes, represented outstanding shares of the pre-reverse common stock
should be entitled to receive a certificate for the number of shares of
post-reverse common stock they own by presenting their old certificates to the
corporation for cancellation and exchange."
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation is 8,787,067;
that said change and amendment has been consented to and authorized by the
written consent of stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, Petrex Corporation has caused this certificate to
be signed by its president and its secretary and its corporate seal to be hereto
affixed this __th day of ________, 2001.
Petrex Corporation
By: ________________________
Jon H. Marple, President
By: _________________________
Mary E. Blake, Secretary
(SEAL)
State of _____________)
County of ___________ )
On _____________ (date) personally appeared before me, ______________________, a
Notary Public, ____________________ and __________________, who acknowledged
they executed the above instrument.
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(Notary Public)
(SEAL)