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
SEMPER RESOURCES CORP.
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(Name of Registrant As Specified In Its Charter)
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SEMPER RESOURCES CORPORATION
C/O The Fund LLC
Ten Cutter Mill Road
Great Neck, NY 11021
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ____________, 2006
To the Shareholders of SEMPER RESOURCES CORPORATION:
A Special Meeting of Shareholders of SEMPER RESOURCES CORPORATION (the
"Company") will be held at ______________________________ at 1:00 p.m. on
____________, _____________, 2006 for the following purpose:
To reverse split the company's common shares on a one (1) for twenty
thousand basis
Shareholders of record at the close of business on __________ are
entitled to notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you are
planning to attend the meeting, you are urged to complete, date and sign the
enclosed proxy card and return it promptly.
YOUR VOTE IS IMPORTANT! PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING AND
WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY
IS VOTED.
By Order of the Board of Directors
/s/
Mark Hollo
President
SEMPER RESOURCES CORPORATION
C/O The Fund LLC
Ten Cutter Mill Road
Great Neck, NY 11021
INFORMATION STATEMENT
________________, 2006
This Information Statement is furnished by the Board of Directors of SEMPER
RESOURCES CORPORATION (the "Company") to provide notice of a special meeting of
stockholders of the Company which will be held on _______________, 2006.
The record date for determining which stockholders are entitled to
receive this Information Statement has been established as the close of business
on ______________, 2006 (the "Record Date"). This Information Statement will be
first mailed on or about ________, 2006 to stockholders of record at the close
of business on the Record Date. As of the Record Date, there were outstanding
24,793,106 shares of the Company's Common Stock. The holders of all outstanding
shares of Common Stock are entitled to one vote per share of Common Stock
registered in their names on the books of the Company at the close of business
on the Record Date.
The presence at the special meeting of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the annual meeting is
necessary to constitute a quorum. The Board of Directors is not aware of any
matters that are expected to come before the annual meeting other than those
referred to in this Information Statement.
Each of the matters scheduled to come before the special meeting
requires the approval of a majority of the votes of the shares outstanding.
Existing management, or entities controlled by them own 12,569,000 or 50.7 % of
our outstanding Common Stock, and will be able to approve the matters presented
in this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
Background
The Board of Directors has called a special meeting of the shareholders
of the Company to approve one proposal; to amend the Company's Articles of
Incorporation to reverse split the Company's shares, and following the reverse
split, to increase the Company's authorized shares.
The company has been inactive for a number of years during which it has
incurred significant expenses to maintain its public status. In order to clean
up its balance sheet and make the company a better candidate for an acquisition,
the Board of Directors is proposing the reverse split and will ultimately issue
shares to its remaining creditors to eliminate the debt on the company's balance
sheet. Following these transactions, certain creditors will control the company.
Proposal 1
Amendment of the Articles of Incorporation to Reverse Split the
Company's shares on a one for twenty thousand, and to increase the post split
authorized number of common shares from 50,000,000 to 145,000,000 common shares
and 5,000,000 preferred shares.
The Company's Articles of Incorporation currently provide that the
Company is authorized to issue 100,000,000 shares of its common stock with a par
value of $0.001 per share. On March 1, 2006, the Company's Board of Directors
authorized an amendment to the Articles of Incorporation to reverse split the
existing shares of the Company on a one for twenty thousand basis, and to
increase the number of authorized post split shares of common stock from
100,000,000 to 145,000,000 shares of common stock and 5,000,000 shares of
preferred stock both with a par value of $.001 per share. Under this proposed
amendment, the first paragraph of the Article IV of the Articles of
Incorporation would be amended to read as follows:
The total number of shares which the Corporation shall have authority
to issue (subsequent to the one for twenty thousand reverse split effected on
_________, 2006) is One-Hundred Fifty Million (150,000,000) shares, consisting
of one-hundred fourty-five million (145,000,000) shares of Common Stock having a
par value of $.001 per share and five-million (5,000,000) shares of Preferred
Stock having a par value of $.001 per share.
The principle reasons for the proposed amendment are as follows:
The company has been inactive for a number of years during which it has incurred
significant expenses to maintain its public status. In order to clean up its
balance sheet and make the company a better candidate for an acquisition, the
Board of Directors is proposing the reverse split and will ultimately issue
shares to its remaining creditors to eliminate the debt on the company's balance
sheet. Following these transactions, certain creditors will control the company.
Any shareholder who would have less than one-hundred shares solely as a
result of the reverse split, would have their share balance increased to
one-hundred shares. Fractional shares will be rounded up to the next full share.
(b) The .001 par value
Following the reverse split, the par value would decrease to $.0005 per
share. The Company's board believes that the Company is better served by having
a par value more consistent with other companies, such as $.001 per share.
(c) Increase in Authorized Shares
(a)
The principal purpose for authorizing additional shares is to increase
the Company's flexibility to make acquisitions using its shares. Currently, the
Company is authorized to issue 100,000,000 common shares, of which 24,793,106
have already been issued. Following the reverse split there would be only 1,240
authorized but unissued shares and leaving little flexibility for acquisitions
with shares. By increasing the authorized shares, the Company will increase its
flexibility and be able accommodate an acquisition in the future, although no
aquisition is currently contemplated.
If the amendment is approved by the stockholders, the Board of Directors does
not intend to solicit further stockholder approval prior to the issuance of any
additional shares of common stock or securities convertible into common stock,
except as may be required by applicable law, including, but not limited to, a
statutory merger or a sale of substantially all of the assets.
It should be noted that an increase in the number of authorized shares
could serve as a tool against any takeover effects. The issuance of additional
shares could have the effect of delaying, defering or preventing a change in
control or a change in management without further action by the shareholders.
Likewise, our Board of Directors will have the authority to issue up to
5,000,000 shares of preferred stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders. The rights of the
holders of common stock will be subject to, and may be adversely affected by,
the rights of the holders of any preferred stock that may be issued in the
future.Also, management could use either the authorized but unissued common or
preferred shares to resist or frustrate a third party transaction providing an
above market premium that might be favored by a majority of independent
shareholders. To date, no preferred stock is outstanding, and we have no present
plans to issue shares of preferred stock.To date, no preferred stock is
outstanding, and we have no present plans to issue shares of preferred stock.
The increase in authorized common stock will not have any immediate
effect on the rights of existing stockholders. However, the Board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that the additional authorized shares are issued in the future, they will
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are, could be dilutive to the existing stockholders.
The holders of common stock have no preemptive rights.
The increase in the authorized number of shares of common stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the Company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of common
stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of the Company. The proposal
to increase the authorized shares of common stock is not in response to any
accumulation of stock or threatened takeover. The Company has no plans to
subsequently implement additional measures having anti-takeover effects.
The affirmative vote of a majority of all outstanding shares of common stock
of the Company is required for approval of this proposal. Current management,
individually and through entities controlled by them owns 12,569,000 shares or
50.7% of the shares outstanding, and will be able to approve this proposal.
Therefore, abstentions, non-votes, or votes against will have no effect on the
outcome of this proposal. The Board of Directors recommends a yes vote on this
proposal.
Other Matters
The Board of Directors does not intend to bring any other matters
before the Special Meeting and has not been informed that any other matters are
to be presented by others.
BY ORDER OF THE BOARD OF DIRECTORS
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Mark Hollo, Chief Executive Officer and Director
_________________, 2006