SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[ ] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[x] Definitive Information Statement
Coi Solutions, Inc.
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(Name of Registrant As Specified In Charter)
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COI SOLUTIONS, INC.
6-295 Queen St. East
Brampton, Ontario, Canada L6W 4S6
INFORMATION STATEMENT
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THIS INFORMATION STATEMENT IS BEING SENT TO YOU BY COI SOLUTIONS INC. TO ADVISE
YOU OF CERTAIN ACTIONS PROPOSED TO BE TAKEN BY SHAREHOLDERS OF THE COMPANY
HOLDING AT LEAST A MAJORITY OF THE OUTSTANDING COMMON STOCK OF THE COMPANY BY
WRITTEN CONSENT IN LIEU OF A STOCKHOLDERS MEETING AS PURSUANT TO SECTION 78.320
OF THE NEVADA REVISED STATUTES.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
The Shareholders owning a majority of the Company's Common Stock
delivered to the Company a written Statement Of Shareholder's Action in Lieu Of
A Meeting approving the following proposals.
1. The approval and adoption of an amendment to our Certificate of
Incorporation to:
(a) reverse split the outstanding shares of our common stock
on a 1 for 2.2 basis;
(b) increase our authorized common stock from 100 million to
150 million shares; and
(c) change our name to Alternate Energy Corp.
AUTHORIZED SHARES AND RECORD DATE
The Company presently has 13,180,296 shares of common stock
outstanding. Each stockholder is entitled to one (1) vote for each share of the
Company's common stock. Written approval of stockholders representing a majority
of the Company's outstanding common stock, or 6,721,195 shares, is required to
approve the resolution as passed by the Board of Directors. A majority of shares
have already voted to approve the proposals
As of May 6, 2003 stockholders representing 6,994,720 shares of common
stock have given their written consent to the approval of the resolution.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
MATTERS APPROVED BY THE BOARD OF DIRECTORS AND RATIFIED BY A MAJORITY OF THE
SHARES ENTITLED TO VOTE
The following resolutions were passed by the Board of Directors and ratified by
a majority of the shares entitled to vote thereon, such votes being provided by
written consent in conformity with the appropriate Nevada Statutes:
1. To authorize an amendment to our Certificate of Incorporation to:
(a) reverse split the outstanding shares of our common stock
on a 1 for 2.2 basis;
(b) increase our authorized common stock from 100 million to
150 million;
(c) change our name to Alternate Energy Corp.
VOTES REQUIRED AND QUORUM
BOARD RECOMMENDATIONS - INSIDERS' INTENT TO VOTE IN FAVOR
Our board of directors has determined that approval of the reverse
split, increase in authorized capital and name change are in the best interests
of the company and our shareholders. Accordingly, the board has unanimously
approved the proposals.
Certain officers, directors and affiliates of the company who
beneficially own an aggregate of approximately 28% of the outstanding votes
have voted in favor of each of the proposals discussed herein. Additionally,
shareholders representing 3,015,000 shares have also voted by Written Consent in
favor of these proposals.
THE REVERSE SPLIT
(Proposal 1(a))
INTRODUCTION
Our board of directors approved a proposal to effect a reverse split of
our common stock, subject to the approval of our shareholders. The reverse
split, if approved, would combine our outstanding common stock on 1 for 2.2
basis. In other words, once the reverse split takes place, every 2.2 shares of
common stock that you hold will be combined into 1 share. Your percentage
ownership in the company and relative voting power will remain essentially
unchanged.
REASONS FOR THE REVERSE SPLIT
In conjunction with our acquisition of the assets of Alternate Energy
Corp., we will be required to issue 104 million shares. Additionally, we expect
that we will have to raise additional equity capital in the near future in order
to finance the development and growth of our business. We cannot promise that
any offering of our securities will take place or will be successful, but we
believe that reducing the number of outstanding shares and increasing the number
of authorized and unissued shares will make our capital structure more
attractive to potential investors and provide us with greater flexibility in
structuring financings and pursuing other corporate development opportunities.
Further, we believe that our current low stock price negatively affects
the marketability of our existing shares and our ability to raise additional
capital. Although we cannot guarantee it, we assume that the reverse split will
increase the market price of our stock in a direct inverse proportion to the
reverse split ratio. Finally, we are hopeful that the reverse split and the
resulting anticipated increased price level will encourage interest in our
common stock and possibly promote greater liquidity for our shareholders. Again,
however, we cannot guarantee that this will be the case or, indeed, that any of
the foregoing hoped-for effects will result from the reverse split.
CERTAIN EFFECTS OF THE REVERSE SPLIT
The relative voting and other rights of holders of the common stock
will not be altered by the reverse split, and each share of common stock will
continue to entitle its owner to one vote. As a result of the reverse split, the
number of shares of common stock presently outstanding will be consolidated. No
fractional shares will be issued in connection with the reverse split. Instead,
fractional shares will be rounded up and one whole share will be issued. We
expect that most shareholders will receive one additional share of common stock,
but we do not anticipate that this will materially affect any shareholder's
proportional interest. We do not anticipate that the reverse split will result
in any material reduction in the number of holders of common stock.
The reverse split may result in some shareholders owning "odd-lots" of
less than 100 shares of common stock. Brokerage commissions and other costs of
transactions in odd-lots are generally somewhat higher than the costs of
transactions in round lots of even multiples of 100 shares.
The reverse split will not affect the company's stockholders' equity as
reflected on our financial statements, except to change the number of issued and
outstanding shares of common stock.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Following is a summary of the material anticipated federal income tax
consequences of the proposed reverse split. This summary is based upon existing
law which is subject to change by legislation, administrative action and
judicial decision, and is necessarily general. In addition, this summary does
not address any consequence of the reverse split under any state, local or
foreign tax laws. Accordingly, this summary is not intended as tax advice to any
person or entity, and we advise you to consult with your own tax advisor for
more detailed information relating to your individual tax circumstances.
We understand that the reverse split will be a "re capitalization"
under applicable federal tax laws and regulations. As a result of such tax
treatment, no gain or loss should be recognized by the company or our
shareholders as a result of the reverse split or the exchange of pre-reverse
split shares for post-reverse split shares. A shareholder's aggregate tax basis
in his or her post-reverse split shares should be the same as his or her
aggregate tax basis in the pre-reverse split shares. In addition, the holding
period of the post-reverse split shares received by such shareholder should
include the period during which the pre-reverse split shares were held, provided
that all such shares were held as capital assets in the hands of the shareholder
at the time of the exchange.
EFFECTIVE DATE OF THE REVERSE SPLIT
The reverse split will become effective after we file an amendment to
our Certificate of Incorporation with the Secretary of State of Nevada. We have
requested that the effective date of the reverse split be May 20, 2003. After
filing the amendment, and on the effective date all of our outstanding common
stock will be converted into new common stock in accordance with the reverse
split ratio described above. After the reverse split is effective, certificates
representing shares of pre-reverse split common stock will be deemed to
represent only the right to receive the appropriate number of shares of
post-reverse split common stock.
EXCHANGE OF CERTIFICATES
You are not being asked to exchange your certificates at this time,
However you are entitled to do so after the reverse split takes place if you
wish by contacting our transfer agent. Otherwise, certificates representing
pre-reverse split shares will be exchanged for certificates reflecting
post-reverse split shares at the first time they are presented to the transfer
agent for transfer.
RIGHT TO ABANDON REVERSE SPLIT
Although we do not anticipate doing so, we may abandon the proposed
reverse split at any time prior to its effectiveness if our board of directors
deems it advisable to do so. Any decision as to the appropriateness of the
reverse split will be made by solely our board of directors and will depend upon
numerous factors including the future trading price of our stock, the growth and
development of our business and our financial condition and results of
operations.
VOTE REQUIRED
We are required to obtain the affirmative vote of at least a majority
of the voting shares that are present or represented at the meeting in order to
effect the reverse split. Certain officers, directors and affiliates of the
company who beneficially own an aggregate of approximately 28% of the
outstanding votes have indicated that they intend to vote their shares in favor
of the reverse split. Additionally, other shareholders have provided Written
Consents representing 25% of the outstanding approving the proposals. Thus, we
have received enough votes to approve all of the proposals.
INCREASE IN AUTHORIZED CAPITAL STOCK
(Proposal 1(b))
Subsequent to the approval of (Proposal 1 (a)) our board of directors approved a
proposal to increase our authorized capital stock to 150 million shares of
common stock. As of April 15, 2003, we had 100 million shares of authorized
common stock, of which 13,180,296 was issued and outstanding.
Our board of directors believes that it is advisable and in the best
interests of the company to have available additional authorized but unissued
shares of common stock in an amount adequate to provide for our future needs.
The additional shares will be available for issuance from time to time by us in
the discretion of the board of directors, normally without further stockholder
action (except as may be required for a particular transaction by applicable
law, requirements of regulatory agencies or by stock exchange rules), for any
proper corporate purpose including, among other things, future acquisitions of
property or securities of other corporations, stock dividends, stock splits,
convertible debt and equity financing.
The acquisition of the AEC assets calls for the issuance of 104,000
million post-split shares. We have no other present commitments for the issuance
or use of the proposed additional shares of common stock.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada Law") do not provide for
dissenter's rights of appraisal in connection with the Recapitalization.
NAME CHANGE TO ALTERNATE ENERGY CORP.
(Proposal 1(c))
Our board of directors approved a proposal to change our corporate name
to "Alternate Energy Corp.," subject to the approval of the shareholders.
VOTE REQUIRED
We are required to obtain the affirmative vote of at least a majority
of the voting shares that are present or represented at the meeting in order to
change our name. Certain officers, directors and affiliates of the company who
own an aggregate of approximately 28% of the outstanding votes have indicated
that they intend to vote their shares in favor of the proposed name change.
Additionally, shareholders representing approximately 25% of the outstanding
have provided their Written Consent in favor of the proposal.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's
rights of appraisal in connection with the Name Change.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to
beneficial ownership of our stock as of May 6, 2003 by:
o persons known by us to be the beneficial owners of more than
five percent of our issued and outstanding common or preferred
stock;
o each of our executive officers and directors; and
o all of our officers and directors as a group.
The information provided reflects projected ownership of common stock
before the proposed 2.2 to 1 reverse split has been effected. Accordingly,
percentages are computed using a denominator of 13,180,296 shares of common
stock outstanding.
PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES (1) CLASS (1)
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Peter S Storms 790,000 6.0%
158 Timberline Trail
Aurora, On L4G 5Z5
Robert Jones 1,935,054 15.0%
16 Shea Cres.
Scarborough, ON M1C 2G6
Gary Evans Director 863,788 6.6%
71 Sulphur Spings Road, Unit 29
Ancaster ON L9G 5C1
Geeta Naipaul-Denton Director 893,387 6.8%
6-295 Queen St. East
Brampton, Ontario, Canada L6W 4S6
All officers and directors as a group 3,692,229 28%
(3 persons)
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(1) Figures are approximate due to rounding.
RECENT CHANGES
CHANGE IN CONTROL
Upon the acquisitions of the assets of Alternate Energy Corp. we will
issue 104 million post-split shares of common stock which will give the current
shareholders of AEC a majority of the stock of COI Solutions. This will allow
the current AEC shareholders to control the board of directors and have a
majority on any vote of the shareholders.
ADDITIONAL INFORMATION
Copies of this information statement may be obtained by writing to the company
at:
COI SOLUTIONS, INC.
6-295 Queen St. East
Brampton, Ontario, Canada L6W 4S6
Or from the Company's counsel
Jonathan D. Leinwand, P.A.
12955 Biscayne Blvd., Suite 328
N. Miami, FL 33181 Fax: (954) 252-4265