SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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UNISTONE, INC.
(Name of Registrant as Specified in its Charter)
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UNISTONE, INC.
5525 SOUTH 900 EAST, SUITE 110
SALT LAKE CITY, UTAH 84117
(801) 262-8844
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
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This Information Statement is furnished in connection with a special
meeting of the stockholders of Unistone, Inc., a Delaware corporation (the
"Company"), to be held on Wednesday, August 11, 1999, at 10:00 a.m. Mountain
Daylight Time (the "Meeting"). The Meeting will be held at the offices of the
Company, 5525 South 900 East, Suite 110, Salt Lake City, UT 84117. This
Information Statement and the accompanying Notice of Special Meeting of
Stockholders are first being mailed to common stockholders on or about July 12,
1999. Only stockholders of record at the close of business on July 7, 1999 (the
"Record Date"), are entitled to notice of and to vote at the Meeting and any
adjournment thereof.
The following matters to be presented to the Meeting have been adopted by
the unanimous resolution of the Board of Directors:
1. Effect a reverse split of the issued and outstanding voting securities
of the Company's one mil ($0.001) par value common stock (the "Common Stock") on
a basis of one for forty, while retaining the current authorized capital and par
value, with appropriate adjustments in the stated capital accounts and capital
surplus accounts, with all fractional shares being rounded up to the nearest
whole share; provided, however, that no stockholder, computed on a per stock
certificate of record basis on the effective date hereof, currently owning 100
or more shares shall be reduced to less than 100 shares as a result of the
reverse split and that no stockholder owning less than 100 shares, on the per
stock certificate of record basis on the effective date hereof, shall be
affected by the reverse split; such additional shares required to provide the
minimum of 100 shares shall be conveyed to the Company by Jenson Services, Inc.;
and provided, further, the reverse split will become effective as of the filing
date of the Articles of Amendment with the state of Delaware;
2. That all shares required for rounding be issued by the Company;
These resolutions have been previously adopted by the Board of Directors of
the Company. Management believes that the holders of sufficient number of shares
to effect the reverse split will attend the meeting, in person or by proxy.
Therefore, the Company does not intend to solicit proxies for the matter to be
voted on.
These amendments are the only matters covered by this Information
Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AFOREMENTIONED
PROPOSALS
Section 242(b) of the Delaware Law provides that every amendment to the
Certificate of Incorporation of a corporation shall first be adopted by the
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. Pursuant to Delaware Statute, if a quorum is present at the Meeting,
the reverse split of the Company's Common Stock will be approved if the number
of votes cast in favor of that proposal exceeds the number of votes cast in
opposition. See the caption "Voting Procedures, " herein.
The Company has solicited support for the reverse split from four major
stockholders, Jenson Services, Inc., Berliner Holdings, LTD., Unicom Financial
(Canada), LTD., and H. Claus Voellmecke, who collectively own approximately
69.4% of the issued and outstanding voting securities of the Company as of the
Record Date. The aforementioned shareholders have consented to vote for and
adopt the reverse split of the Company's Common Voting Stock. No further votes
are required, and none will be solicited. See the caption "Voting Securities and
Principal Holders Thereof, " herein.
RECORD DATE AND OUTSTANDING SHARES.
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The Board of Directors has fixed Wednesday, July 7, 1999, as the Record
Date for the determination of holders of Common Stock entitled to notice of and
to vote at the Meeting and any adjournment thereof. At the close of business on
that date there will be 21,600,000 shares of Common Stock outstanding and
entitled to vote. Holders of Common Stock will be entitled to one vote per share
held.
DISSENTERS' RIGHTS OF APPRAISAL.
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The Delaware Statutes do not provide any dissenter's rights with respect to
any of the matters to be voted on at the Meeting. Therefore, no dissenter's
rights of appraisal will be given in connection with therse matters.
THE COMPANY HAS SOLICITED SUPPORT FROM FOUR MAJOR SHAREHOLDERS WHO
COLLECTIVELY OWN SUFFICIENT VOTING SECURITIES TO ADOPT, RATIFY AND APPROVE THE
REVERSE SPLIT. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE
REQUESTED.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON.
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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 effect the reverse split of the Company's outstanding
voting securities or in any action covered by the related resolutions adopted by
the Board of Directors and the majority stockholders, which is not shared by all
other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.
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The securities that have been entitled to vote at the meeting consist of
shares of $0.001 par value common stock of the Company. Each share of common
stock is entitled to one vote. The number of outstanding shares of common stock
at the close of business on July 7, 1999, the record date for determining
stockholders who are entitled to notice of and to vote on the amendments to the
Company's Articles of Incorporation, will be 21,600,000.
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT.
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To the knowledge of management and based upon a review of the stock ledger
maintained by its transfer agent, the following table sets forth the Common
Stock holdings of the Company's directors, executive officers and those persons
who beneficially own more than 5% of the Company's Common Stock as of the Record
Date.
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- ------------------ --------
Travis T. Jenson 4,500 0%
5525 S. 900 E. #110
Salt Lake City, Utah
84117
James P. Doolin 0 0%
4803 S. 1110 E.
Salt Lake City, Utah
84117
William Hollingsworth 0 0%
192 North 1st West
Preston, ID 83263
Berliner Holdings, Ltd. 4,000,000* 18.5%
co/FOI LTD.
23 Fraser Avenue
Toronto, Ontario CANADA
M6K1Y7
Jenson Services, Inc. 7,500,000 34.7%
5525 S. 900 E. #110
Salt Lake City, UT
84117
Unicom Financial 2,000,000** 9.3%
(Canada) Ltd.
405 The West Mall, Suite 700
Etobicoke, Ontario CANADA
M9C5JI
H Claus Voellmecke 1,500,000 6.9%
FOI LTD.
23 Fraser Avenue
Toronto,Ontario
M6K1Y7
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15,004,500 69.4%
*Mr H Claus Voellmecke may be deemed to be the beneficial owner of these
shares due to his affiliation with Berliner Holdings, Inc. Mr Voellmecke is
President of Berliner Holdings, Inc.
**H Claus Voellmecke may be deemed to be the beneficial owner of these
shares due to his affiliation with Unicom Financial (Canada) Ltd. Mr. Voellmecke
is President of Unicom Financial (Canada) Ltd.
MODIFICATIN OR EXCHANGE OF SECURITIES.
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The Company's Board of Directors has unanimously adopted a resolution
declaring the advisability of the following actions modifying its outstanding
securities:
1. Effect a reverse split of the issued and outstanding voting securities
of the Company's one mill ($0.001) par value common stock (the "Common Stock")
on a basis of one for forty, while retaining the current authorized capital and
par value, with appropriate adjustments in the stated capital accounts and
capital surplus accounts, with all fractional shares being rounded up to the
nearest whole share; provided, however, that no stockholder, computed on a per
stock certificate of record basis on the effective date hereof, currently owning
100 or more shares shall be reduced to less than 100 shares as a result of the
reverse split and that no stockholder owning less than 100 shares, on the per
stock certificate of record basis on the effective date hereof, shall be
affected by the reverse split; such additional shares required to provide the
minimum of 100 shares shall be conveyed to the Company by Jenson Services, Inc.;
and provided, further, the reverse split will become effective as of the filing
date of the Articles of Amendment with the state of Delaware;
2. That all shares required for rounding be issued by the Company.
The reasons for these modifications and the material differences between
the outstanding securities before and after the modifications are discussed
below.
Reverse Split.
The Board of Directors has unanimously adopted a resolution declaring the
advisability of, and submitting to the stockholders for approval of, a reverse
split of the issued and outstanding shares of its Common Stock in the ratio of
one share for every 40 shares outstanding on the date of filing with the
Delaware Secretary of State of an Amendment to the Articles of Incorporation,
with fractional shares rounded up to the nearest whole share, and with
appropriate adjustments in the stated capital and additional paid-in-capital
accounts of the Company, however, that no stockholder, computed on a per stock
certificate of record basis, currently owning 100 or more shares shall be
reduced to less than 100 shares, on the per stock certificate of record basis on
the effective date hereof, and that no stockholder owning less than 100 shares,
on the per stock certificate of record basis on the effective date hereof, shall
be affected by the reverse split; such shares required to provide the minimum of
100 shares shall be conveyed to the Company by Jenson Services, Inc. The reverse
split is to be effective on the date of filing of the Articles of Amendment with
the Delaware Secretary of State.
Effect of the Proposed Reverse Split. The effect of the proposed reverse
split will be as follows:
(a) The shares of each holder of record of 100 or fewer shares of Common
Stock, on a per stock certificate of record basis, immediately before the
reverse split will be unaffected;
(b) The shares of each holder of record of 101 or more shares of Common
Stock, on a per certificate of record basis, immediately before the reverse
split will be converted into a number of shares of Common Stock equal to the
number of shares held immediately prior to the reverse split divided by 40, with
any fractional shares that would be created thereby being rounded up to the
nearest whole share, however, that no stockholder, based on a per stock
certificate of record basis on the effective date hereof, currently owning 100
or more shares shall be reduced to less than 100 shares as a result of the
reverse split;
(c) The Company's Articles of Incorporation currently authorize the
issuance of 50,000,000 shares of Common Stock. As of the date of filing of this
information statement, 21,600,000 shares of Common Stock were outstanding. Based
upon the Company's best estimates, immediately following the reverse split of
the Common Stock, approximately 534,355 shares of Common Stock will be
outstanding. The reverse split will result in a 21,065,645 share reduction in
the number of outstanding shares of Common Stock.
Because shareholders who own 100 or less shares, based on a per stock
certificate of record basis will not be affected by the reverse split, and
holders who own 101 or more shares, based on a per stock certificate basis, will
not be reduced to less than 100 shares, no stockholder will have his/her/its
holdings reduced to zero; the reverse split will not affect the number of common
stockholders.
The Company's Common Stock is registered under Section 12 (g) of the 1934
Act. As a result, the Company is subject to the periodic reporting and other
requirements of the 1934 Act. The reverse split will not effect the registration
of the Company's Common Stock under the 1934 Act, and the Company does not
intend to terminate its registration thereunder.
In connection with the reverse split, the Company will obtain a new CUSIP
number to appear on all certificates representing shares of Common Stock issued
after the effective date of the reverse split. After the effective date, each
certificate representing shares of Common Stock that were outstanding prior to
the effective date will be deemed for all purposes to evidence ownership of
one-fortieth the number of shares as is set forth on the face of the certificate
(subject to the provisions mentioned above). Any stockholder wishing to receive
a certificate bearing the new CUSIP number may do so, at his/her/its expense, at
any time by contacting the Company's transfer agent at the following address for
instructions for surrendering old certificates: American Registrar and Transfer
10 Exchange Place, Suite 705, P.O. Box 1789, Salt Lake City, Utah 84110. After
the effective date of the reverse split, an old certificate presented to the
transfer agent in settlement of a trade will be exchanged for a new certificate
bearing the new CUSIP number.
Because the number of shares represented by certificates that were issued
prior to the reverse split will be adjusted to the appropriate number of
post-split shares when submitted for transfer, the holders of pre-split
certificates will not be required to exchange old certificates for new
certificates, and their interest in the Company will not be prejudiced if they
fail to do so.
The par value of the Company's Common Stock and number of authorized shares
of Common Stock will remain at one mill ($0.001) per share and 50,000,000,
respectively, after the completion of the reverse spit. Because the number of
issued and outstanding shares of Common Stock will be reduced by approximately
97.5% after the reverse split, the ratio of the number of authorized but
unissued shares to the total number of shares authorized shares will increase.
This increase could have an anti-takeover effect because the Company could,
within the limits of applicable law, issue shares of Common Stock in one or more
transactions that would make a corporate takeover more difficult and, therefore,
less likely. Any such issuance could dilute the stock ownership or voting rights
of persons seeking to take control of the Company.
Pusposes of the Proposed Reverse Split. As a result of the reverse split,
the number of authorized but unissued shares of Common Stock would increase from
28,400,000 shares to approximately 49,456,645 shares. Although the Company has
no specific plans to issue Common Stock, the additional treasury shares would
provide the Board of Directors with flexability in the management of the
Company's capitalization and the provision of incentives to the Company's
officers and other employees. The additional treasury shares could be used for
many purposes, including: (i) the establishment of director or employee stock
compensation plans; (ii) future acquisitions by the Company, due to fact that
the Company has very limited assets and conducts no material operations,
management anticipates that any future business venture would require the
Company to issue shares of its common stock as the sole consideration to acquire
the venture; (iii) future capital raising transactions. Unless required by law
or regulatory authorities, the Company will not seek stockholder approval of any
future Common Stock ussuances. No stockholder will have any preemptive or other
preferential right to purchase any Common Stock that theCompany may issue in the
future.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE IN
FAVOR OF THE PROPOSAL APPROVING THE REVERSE SPLIT OF THE COMPANY'S ISSUED AND
OUTSTANDING COMMON STOCK.
VOTING PROCEDURES.
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The presence of a majority of the voting power of the Company's outstanding
securities entitled to vote at the Meeting is required to constitute a quorum
for the transaction of business. Abstentions and broker non-votes will be
considered represented at the Meeting for the purpose of determining a quorum.
Under the Delaware Statutes and the Company's Bylaws, if a quorum exists,
action on each of the proposals submitted to a vote of the stockholders shall be
approved if a majority of the voting power present at the Meeting (in person or
by proxy) votes in favor of the action. Each common stockholder will be entitled
to one vote for each share of Common Stock held. See the caption "Record Date
and Outstanding Shares," herein.
OTHER MATTERS.
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The Board of Directors is not aware of any business other than the
aforementioned proposals that will be presented for consideration at the
Meeting. If other matters properly come before the Meeting, it is the intention
of the shareholders present at the meeting to vote thereon in accordance with
her best judgment.
By Order of the Board of Directors
June 15, 1999 Travis Jenson
President and Director