UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Written consent solicitation statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Written consent solicitation statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
PANGEA PETROLEUM CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Written consent solicitation statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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 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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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MAY 11, 2009
PANGEA PETROLEUM CORP.
3600 GESSNER, SUITE 220
HOUSTON, TEXAS 77063
To All Stockholders in
Pangea Petroleum Corp.
The Board of Directors of Pangea Petroleum Corp. (the "Company") is
soliciting your consent to certain amendments to and (as amended) the
restatement of the Company's Articles of Incorporation. The amendments effect
both substantive as well as technical changes to the Company's Articles of
Incorporation. The accompanying Consent Solicitation Statement describes the
scope, purposes and material effects of the amendment and restatement of the
Company's Articles of Incorporation (referred to hereinafter as the "Amendment
and Restatement"). We ask that you return your written consent by ___________
_____, 2009.
The holders of a majority of the outstanding shares of the Company's Common
Stock and the sole holder of the Company's Series A Preferred Stock, acting as
separate groups, must give their consent to the Amendment and Restatement before
it can become effective. As of May 8, 2009, the Company had outstanding
490,499,544 shares of common stock and 1,000,000 shares of Series A Preferred
Stock. If your shares are held in an account at a brokerage firm or bank and
you wish to consent to the Amendment and Restatement, you should instruct your
broker or bank to execute the consent on your behalf or to deliver the consent
to you so that you may execute and return it. Otherwise, your consent may not
be given effect, which would have the same result as a vote against the
Amendment and Restatement. The Board of Directors has fixed the close of
business on May 18, 2009 as the record date for determining the stockholders
entitled to notice of this solicitation and to give their consent with respect
to the Amendment and Restatement.
The Company will file the Amendment and Restatement with the Secretary of
State of Colorado when it receives consents from the holders of a majority of
the Company's outstanding common stock. The Company expects to make this filing
(if at all) on or before ___________ _____, 2009.
The Board of Directors asks you to consent to the Amendment and
Restatement. The Amendment and Restatement and other related matters are more
fully described in the accompanying Consent Solicitation Statement and the
exhibit thereto, which form a part of this Notice. We encourage you to read
these materials carefully. In addition, you may obtain information about the
Company from documents that the Company has filed with the Securities and
Exchange Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE
AMENDMENT AND RESTATEMENT. PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING
WRITTEN CONSENT FORM BY ___________ _____, 2009
By Order of the Board of Directors,
Houston, Texas Russell Ivy,
____________ _____, 2009 President and Chief Executive Officer
PANGEA PETROLEUM CORP.
3600 GESSNER, SUITE 220
HOUSTON, TEXAS 77063
TELEPHONE: (713) 914-9193
CONSENT SOLICITATION STATEMENT
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GENERAL
This Consent Solicitation Statement and the enclosed written consent form
are being mailed in connection with the solicitation of written consents by the
Board of Directors of Pangea Petroleum Corp., a Colorado corporation (the
"Company"). These materials pertain to the certain amendments to and (as
amended) the restatement of the Company's Articles of Incorporation (referred to
hereinafter as the "Amendment and Restatement"), as discussed herein. The form
of the Amendment and Restatement is attached to this Consent Solicitation
Statement as Exhibit A. These materials are first being mailed to stockholders
of record beginning on approximately ____________ _____, 2009. Consents are to
be submitted to the Company at the address of the Company stated above by no
later than ___________ _____, 2009.
VOTING RIGHTS AND SOLICITATION
Any stockholder executing a written consent form has the power to revoke it
at any time before ___________ _____, 2009 (or, if earlier, the date on which at
least the minimum number of shares have consented in order to approve the
Amendment and Restatement) by delivering written notice of such revocation to
the Secretary of the Company at the address of the Company stated above. The
Company will pay all cost of soliciting written consents. Solicitation will be
made primarily through the use of the mail but regular employees of the Company
may, without additional remuneration, solicit written consents personally by
telephone or telegram.
The record date for determining those stockholders who are entitled to give
written consents has been fixed as May 18, 2009. The holders of a majority of
the outstanding shares of the Company's Common Stock and the sole holder of the
Company's Series A Preferred Stock, acting as separate groups, must give their
consent to the Amendment and Restatement before it can become effective. As of
May 8, 2009, the Company had outstanding 490,499,544 shares of common stock and
1,000,000 shares of Series A Preferred Stock. With regard to the vote on the
Amendment and Restatement, abstentions (including failures to return written
consent forms) and broker non-votes have the same effect as negative votes. If
your shares are held in an account at a brokerage firm or bank and you wish to
consent to the Amendment and Restatement, you should instruct your broker or
bank to execute the consent on your behalf or to deliver the consent to you so
that you may execute and return it. Otherwise, your consent may not be given
effect, which would have the same result as a vote against the Amendment and
Restatement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS A REQUEST FOR STOCKHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE
REQUESTED TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON
THE FORM ENCLOSED FOR THAT PURPOSE AND TO RETURN THAT FORM TO US.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table sets forth below contains certain information as of May 8, 2009
concerning the beneficial ownership of our voting stock by each stockholder who
is known by us to own beneficially in excess of 5% of an outstanding class of
voting stock. As of May 8, 2009, none of our directors or executive officers
directly owned any shares of an outstanding class of voting stock. Each of
Russell Ivy, Henry A. Schulle, Gregory H. Noble and James H. Short are officers
and directors of AvStar Aviation Services, Inc. and thus may be deemed to be the
beneficial owners of the shares owned by such corporation, provided, however,
that each of them has disclaimed beneficial ownership of such shares.
Except as otherwise indicated, all persons listed below have (i) sole
voting power and investment power with respect to their shares, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares. Shares not outstanding
but deemed beneficially owned by virtue of the right of a person or member of a
group to acquire them within 60 days of May 8, 2009 are treated as outstanding
only for determination of the number and percent owned by such group or person.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
NUMBER OF
SHARES
NAME AND ADDRESS OF TITLE OF BENEFICIALLY % OF NUMBER % OF TOTAL
BENEFICIAL OWNER CLASS OWNED CLASS OF VOTES VOTES
- ------------------- -------- ------------- ------ ------- ---------
NON-MANAGEMENT 5% STOCKHOLDERS
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AvStar Aviation Services,
Inc.
3600 Gessner, Suite 220
Houston, Texas 77063 Preferred (1) 1,000,000 100% 5,000,000,000 91.1%
Mary Pollock Merritt
9801 Westheimer, Suite 302
Houston, Texas 77042 Common 130,000,000(2) 26.5% 130,000,000 2.4%
Mark F. Weller
9801 Westheimer, Suite 302
Houston, Texas 77042 Common 56,477,858(3) 11.4% 52,352,858 *
Charles B. Pollock
9801 Westheimer, Suite 302
Houston, Texas 77042 Common 43,662,122 (4) 8.9% 41,262,122 *
Sage Office Services
9801 Westheimer, Suite 302
Houston, Texas 77042 Common 27,500,000(5) 5.6% 27,500,000 *
(1) Each share of Preferred Stock is entitled to 5,000 votes.
(2) Includes 102,500,000 shares held directly and 27,500,000 held by Sage
Office Services, an entity under Ms. Merritt's control. These 27,500,000
shares are also included in the table in the figure of shares
beneficially owned by Sage Office Services.
(3) Includes 52,352,858 restricted common shares and 4,125,000 warrants that
include 1,200,000 warrants with an exercise price of $0.01 that expire
July 18, 2009; 1,800,000 warrants with an exercise price of $0.01 that
expire December 22, 2009 and 1,125,000 warrants with an exercise price
of $0.01 that expire June 28, 2010.
(4) Includes 41,262,122 restricted common shares held directly and 2,400,000
warrants which include 600,000 warrants with an exercise price of $0.01
that expire July 30, 2009 and 1,800,000 warrants with an exercise price
of $0.01 that expire December 22, 2009.
(5) These 27,500,000 shares are also included in the table in the figure of
shares beneficially owned by Mary Pollock Merritt.
-2-
THE AMENDMENT AND RESTATEMENT
BACKGROUND
The Company is governed by its Articles of Incorporation dated March 11,
1997. Such Articles of Incorporation has been amended a number of times, and
(as so amended) is referred to hereinafter as the "Current Charter"). The
appreciable number of amendments of the Current Charter makes it somewhat
difficult to read and follow. Moreover, the Company's corporate name as
reflected in the Current Charter is "Pangea Petroleum Corp.," consistent with
our business in recent years as an independent energy company focused on
exploration and development of oil and natural gas reserves. However, we
recently adopted a significant change in our corporate direction, and decided to
focus our efforts on acquiring aviation related businesses and developing these
businesses to their commercial potential. Accordingly, our current corporate
name is misleading and is no longer reflective of our core business.
Furthermore, the Current Charter authorizes 500,000,000 shares of common stock.
We currently have issued and outstanding 490,499,544 shares of common stock,
leaving us with a comparably insignificant number of authorized but unissued
shares for future corporation purposes. Also, management believes that this
large number of outstanding shares has greatly depressed the per-share price of
the Company's common stock. Finally, the Company now has outstanding a class of
preferred stock in which the vast majority of the Company's voting power
resides, a circumstance that is unusual.
..
In view of the preceding, the Board of Directors believes that the Current
Charter is no longer suitable to govern the Company. Accordingly, the Company
intends to amend and restate the Current Charter in both substantive and
technical ways, which are described hereinafter. The primary substantive
amendments involve the change in the Company's corporate name to "AvStar
Aviation Group, Inc." and a one-for-100 reverse stock split of the Company's
common stock. Each of these substantive amendments is discussed immediately
below. After the discussion of these substantive amendments, a discussion of
the technical, non-substantive amendments will follow.
CORPORATE NAME CHANGE
GENERAL
The Board of Directors is soliciting your consent to certain amendments to
and (as amended) the restatement of the Company's Articles of Incorporation,
which include (among other things) an amendment to the Current Charter to change
the name of the Company to "AvStar Aviation Group, Inc." (the "Name Change").
If approved by the stockholders of the Company, the Name Change will become
effective upon the filing of an Amended and Restated Articles of Incorporation
with the Secretary of State of Colorado, which is expected to occur shortly
after the requisite consents from shareholders are obtained. The Name Change
was approved by all of the directors of the Company.
REASONS FOR THE NAME CHANGE
The Company was incorporated on March 11, 1997. Its corporate name has
been changed a couple of times in the past. The Company's current corporate
name as reflected in the Current Charter is "Pangea Petroleum Corp.," consistent
with the Company's business in recent years as an independent energy company
focused on exploration and development of oil and natural gas reserves.
However, we recently adopted a significant change in our corporate direction,
and decided to focus our efforts on acquiring aviation related businesses and
developing these businesses to their commercial potential when we acquired all
of the outstanding common stock in San Diego Airmotive from AvStar Aviation
Services, Inc. In view of such change in our corporate direction, our current
corporate name is misleading and is no longer reflective of our core business.
The Company's management believes that the "AvStar Aviation" name has earned a
solid reputation in the market place and is more reflective of the Company's
proposed future business pursuits. Accordingly, the Company believes that a
change of the Company's corporate name to "AvStar Aviation Group, Inc." is very
appropriate in view of the Company's proposed future business pursuits. Thus,
the Board of Directors has decided that Article I of the Current Charter should
be amended to change the Company's corporate name to "AvStar Aviation Group,
Inc."
-3-
REVERSE STOCK SPLIT
GENERAL
The Board of Directors is soliciting your consent to certain amendments to
and (as amended) the restatement of the Company's Articles of Incorporation,
which include (among other things) a one-for-100 reverse stock split stock (the
"Reverse Stock Split") of the Company's common stock (the "Common Stock") in
which every 100 shares of Common Stock outstanding as of the effective date of
the amendment will be converted into one share of Common Stock and all of the
Company's outstanding shares of Series A Preferred Stock would be converted into
Common Stock as described herein. In addition to the Common Stock, the Company
currently has outstanding 1,000,000 shares of its Series A Preferred Stock. By
the terms of the Series A Preferred Stock, each share of this class will
automatically convert into 50 post-split shares of Common Stock (for a total of
50.0 million post-split shares) immediately upon the effectiveness of the
Reverse Stock Split. If approved by the stockholders of the Company, the
Reverse Stock Split will become effective upon the filing of an Amended and
Restated Articles of Incorporation with the Secretary of State of Colorado,
which is expected to occur shortly after the requisite consents from
shareholders are obtained. The Reverse Stock Split was approved by all of the
directors of the Company.
The Current Charter authorizes 500,000,000 shares of Common Stock. The
Company currently has issued and outstanding 490,499,544 shares of Common Stock,
leaving the Company with a comparably insignificant number of authorized but
unissued shares for future corporate purposes. The Reverse Stock Split would
significantly reduce the number of outstanding shares of Common Stock. The
Company expects to have outstanding 54,904,995 common shares immediately after
the Reverse Stock Split, with the former sole holder of the Company's Series A
Preferred Stock holding 50.0 million shares by virtue of the automatic
conversion of such preferred shares and the Company's common stockholders
holding approximately 4,904,995 common shares. The Reverse Stock Split will not
have any appreciable change in the proportionate economic or voting interest in
the Company between the sole holder of the Company's Series A Preferred Stock,
on the one hand, and the Company's common stockholders, on the other hand,
inasmuch as the Current Charter accords to the sole holder of the Company's
Series A Preferred Stock approximately 91.1% of the outstanding economic and
voting interests in the Company. However, the Reverse Stock Split will simplify
the Company's capital structure with the elimination of all outstanding shares
of the Company's Series A Preferred Stock by virtue of the automatic conversion
thereof. It is anticipated that the simplified post-reverse capital structure
will enable the company easier access to institutional capital. Institutional
capital is critical for the company's growth and the implementation of its
acquisition strategy going forward. The only changes in the proportionate
equity interest in the Company will result from the provisions for the
elimination of fractional shares described below, and these changes are expected
to be extremely minimal. If the Reverse Stock Split is approved, each
outstanding share of Common Stock will be entitled to one vote at each meeting
of stockholders of the Company, as is the case with each currently outstanding
share. While a reduced number of outstanding shares of Common Stock could
adversely affect the future liquidity of the Common Stock, the Board of
Directors does not believe that this is likely to happen.
REASONS FOR THE REVERSE STOCK SPLIT
As the Board of Directors has refined its business plans and explored
generally various future options, the Board has come to believe that
proportionately reducing the number of outstanding shares of Common Stock and
eliminating the Company's Series A Preferred Stock at this time will serve
several Company objectives.
First, the Reverse Stock Split would permit the Company to issue an
additional 445,095,005 shares of Common Stock. Presently, the Company has not
meaningful additional shares to issue in view of the current market price of the
Common Stock. The additional shares could be issued for any proper corporate
purpose including, but not limited to, future equity and convertible debt
financings, acquisitions of property or securities of other corporations, debt
conversions and exchanges, exercise of current and future options and warrants,
for issuance under the Company's future employee benefit plans, stock dividends
and stock splits. Although the Company is currently seeking capital and
business acquisition opportunities, the Company has no letter of intent, or
agreement in principal, in effect (much less any definitive agreement) regarding
such a transaction, and there can be no assurance that the Company will ever be
successful in raising any capital funds or completing any acquisition.
-4-
The Board of Directors is required to make each determination to issue
shares of Common Stock based on its judgment as to the best interests of the
stockholders and the Company. The additional shares will be available for
issuance from time to time by the Company at the discretion of the Board of
Directors, normally without further stockholder action or notification (except
as may be required for a particular transaction by applicable law, requirements
of regulatory agencies or by stock exchange rules that may apply in the future).
The Board of Directors does not anticipate seeking authorization from the
Company's stockholders for the issuance of any of the additional shares of
Common Stock. The availability of such shares for issuance in the future will
give the Company greater flexibility and permit such shares to be issued without
the expense and delay of a special stockholders' meeting. However, there can be
no assurance that stockholders would approve of all or even any of the stock
issuances undertaken with the additional share. The holders of the Company's
existing outstanding shares of Common Stock will have no preemptive right to
purchase any additional shares. The issuance of the additional shares of Common
Stock could reduce (perhaps substantially) the proportionate interest that each
presently outstanding share of Common Stock has with respect to dividends,
voting, and the distribution of assets upon liquidation.
Next, the Board of Directors believes that proportionately reducing the
number of outstanding shares of Common Stock will increase the per-share value
of the shares of Common Stock that remain outstanding. The Board of Directors
believes that this will facilitate future capital raising transactions. This
belief is premised on the Board's understanding that the current per-share value
of the Common Stock impairs the acceptability of the Common Stock by the types
of investors that the Company would like to invest in the Company.
Theoretically, the price and value of a stock should not (by itself) affect its
acceptability, the type of investor who acquires it, or the Company's reputation
in the financial community. In practice this is not necessarily the case, as
many institutional investors look upon low-priced stock as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks.
Furthermore, the Board of Directors believes that a lower per-share price
reduces the effective marketability of the Common Stock because of the
reluctance of many leading brokerage firms to recommend low-priced stock to
their clients. In addition, a variety of brokerage house policies and practices
tend to discourage individual brokers within those firms from dealing in
low-priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that function to make
the handling of low-priced stocks unattractive to brokers from an economic
standpoint. Many brokerage firms and stock exchanges also prohibit investors
from purchasing on margin stocks that are trading below certain prices per
share. Additionally, the structure of trading commissions also tends to have an
adverse impact upon holders of low-priced stock because the brokerage commission
on a sale of low-priced stock generally represents a higher percentage of the
sales price than the commission on a relatively higher priced stock. Therefore,
lower prices for the Common Stock may adversely affect anyone who wishes to
acquire shares and holders who wish to liquidate their holdings.
Moreover, for much of the same reasons already stated, the Board of
Directors believes that a higher per-share value will make the Common Stock more
acceptable to sellers in possible, future financing and business acquisition
transactions. As previously stated, the Company has no letter of intent or
agreement in principal in effect (much less any definitive agreement) regarding
any such financing or acquisition, and there can be no assurance that the
Company will ever be successful in raising any capital funds or completing any
acquisition.
While management believes that the Reverse Stock Split will have a positive
effect on the Company, there can be no assurance that this will necessarily be
true. There can be no assurance that the value of a share of Common Stock after
the Reverse Stock Split will be 100 times the value if the Reverse Stock Split
is not implemented, or that the Reverse Stock Split will otherwise have the
desired effects described.
Finally, the automatic conversion of the Company's Series A Preferred Stock
upon the effectiveness of the Reverse Stock Split will mean that the Company
will have outstanding only one class of stock after the Reverse Stock Split.
Management believes that this simplification of the Company's capital structure
will make such structure more easily understood by investors and the public, and
will make the Common Stock more attractive to investors.
-5-
EXCHANGE OF STOCK CERTIFICATES AND ELIMINATION OF FRACTIONAL SHARE INTERESTS
If the requisite number of shares of Common Stock entitled to vote consent
to the Reverse Stock Split, a Certificate of Amendment effecting the Reverse
Stock Split will be filed in the Office of the Secretary of State of Colorado
promptly after such approval. The Reverse Stock Split would become effective as
of the close of business on the date of the filing of the Certificate of
Amendment (such filing is referred to hereinafter as the "Filing").
Stockholders of the Company of record as of the Filing will then be furnished
the necessary materials and instructions to effect the exchange of their
certificates representing Common Stock outstanding prior to the Reverse Stock
Split (referred to hereinafter as "Pre-Split Shares") for new certificates
representing Common Stock after the Reverse Stock Split (referred to hereinafter
as "Post-Split Shares"). Certificates representing Pre-Split Shares
subsequently presented for transfer will not be transferred on the books and
records of the Company but will be returned to the tendering person for
exchange. Stockholders of the Company should not submit any certificates until
requested to do so. In the event any certificate representing Pre-Split Shares
is not presented for exchange upon request, any dividends that may be declared
after the date of the Filing with respect to the shares represented by such
certificate will be withheld by the Company until such certificate has been
properly presented for exchange, at which time all such withheld dividends which
have not yet been paid to a public official pursuant to the abandoned property
laws will be paid to the holder thereof or his designee, without interest.
No fractional shares will be issued. Instead, all fractional shares will
be rounded up to one whole share, and each holder of Common Stock will hold a
minimum of 100 shares after the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
This discussion is for general information only and does not discuss
consequences that may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Stockholders are urged to
consult their own tax advisors to determine the particular consequences to them
of the Reverse Stock Split.
The exchange of Pre-Split Shares for Post-Split Shares will not result in
recognition of gain or loss for federal income tax purposes. Otherwise, your
holding period and tax basis of your Pre-Split Shares are applied in total to
your Post-Split Shares.
ANTI-TAKEOVER AND RELATED EFFECTS
The availability of authorized but unissued additional shares of Common
Stock could discourage third parties from attempting to gain control of the
Company, since the Board of Directors could authorize the issuance of common
shares in a private placement or otherwise to one or more persons. The issuance
of these shares could dilute the voting power of a person attempting to acquire
control of the Company, increase the cost of acquiring control or otherwise
hinder the efforts of the other person to acquire control. The additional
common shares authorized by the Amendment and Restatement are not intended as an
anti-takeover device, and they are not expected to function unintentionally as
one. However, the Board of Directors could issue shares of Common Stock in a
manner that makes more difficult or discourages an attempt to obtain control of
the Company by means of a merger, tender offer, proxy contest or other means,
although the Board of Directors has no present intention of doing so. When, in
the judgment of the Board of Directors, the issuance of shares under such
circumstances would be in the best interest of the stockholders and the Company,
such shares could be privately placed with purchasers favorable to the Board of
Directors in opposing such action. The issuance of new shares could thus be
used to dilute the stock ownership of a person or entity seeking to obtain
control of the Company if the Board of Directors considers the action of such
entity or person not to be in the best interest of the stockholders and the
Company. The existence of the additional authorized shares could also have the
effect of discouraging unsolicited takeover attempts. The Company is not aware
of any present efforts or plans by any person to undertake a hostile takeover of
the Company.
In addition, the Reverse Stock Split is not intended as a "going private
transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934,
and it is not expected to function unintentionally as one.
-6-
DISSENTERS' RIGHTS
Under Colorado corporation law and the Company's Certificate of
Incorporation and bylaws, holders of Common Stock will not be entitled to
dissenters' rights with respect to the Reverse Stock Split.
TECHNICAL, NON-SUBSTANTIVE AMENDMENTS
This section contains a summary of the technical, non-substantive
amendments to the Current Charter.
ARTICLE II - POWERS CLAUSES. Article II of the Current Charter contains a
customary general purpose clause to the effect that the Company may engage in
"all lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code." Article II of the Current Charter goes on to
include a rather lengthy enumeration of the powers that the Company possesses.
For the sake or simplicity and conformity to current practices, the Amendment
and Restatement will amend and restate Article II to substitute for the current
lengthy powers clause a customary general powers clause to the effect that the
Company shall have "the powers provided for in the Colorado Corporation Code
with respect to corporations."
ARTICLE III - ELIMINATION OF SERIES A PREFERRED STOCK. Because each share
of the Series A Preferred Stock will automatically be converted into shares of
Common Stock by virtue of the Reverse Stock Split, the continued authorization
of such preferred stock no longer make much sense. As a result, Article III in
the Amendment and Restatement will not contain provisions for the Series A
Preferred Stock, and consequently such series of preferred stock will be
eliminated. The Company in the future may authorize a new series of preferred
stock designated as the "Series A Preferred Stock," but such series may contain
different rights, privileges, qualifications, restrictions and limitations than
the current series now bearing such designation.
ARTICLE V - NAME AND ADDRESSES OF INCORPORATOR AND INITIAL DIRECTORS. The
Amendment and Restatement will make a technical amendment to Article V of the
Current Charter to delete the names and addresses of the Company's incorporator
and initial directors. This information is no longer relevant.
ARTICLE VII - INDEMNIFICATION - Article VII of the Current Charter contains
customary indemnification provisions regarding directors and officers. The
Amendment and Restatement will make technical amendments to Article VII to make
this Article gender-neutral. The substance of this Article will not be affected
in any manner.
ARTICLE VIII - NAME AND ADDRESS OF RESIDENT AGENT. The Company has
previously changed its registered agent, and this change has been reflected in
the records of the Secretary of State of Colorado. The Amendment and
Restatement will simply restate Article VIII to reflect this change.
BOARD RECOMMENDATION AND REQUIRED APPROVAL
The Board of Directors believes that the Amendment and Restatement is in
the best interests of the Company and its stockholders and recommends that the
stockholders approve the Amendment and Restatement. The adoption of the
Amendment and Restatement will require the consent of the holders of a majority
of the outstanding shares of the Company's Common Stock and the sole holder of
the Company's Series A Preferred Stock, acting as separate groups.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT "FOR" THE APPROVAL OF THE
AMENDMENT AND RESTATEMENT.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Stockholders wishing to submit proposals for consideration by the Company's
Board of Directors at the Company's next Annual Meeting of Stockholders should
submit them in writing to the attention of the President of the Company a
reasonable time before the Company begins to print and mail its proxy materials,
so that the Company may consider such proposals for inclusion in its written
consent solicitation statement and form of proxy for that meeting. The Company
does not now have any definitive plans regarding the possible date of its next
Annual Meeting.
By Order of the Board of Directors,
Houston, Texas Russell Ivy,
____________ _____, 2009 President and Chief Executive Officer
-7-
EXHIBIT A
FIRST AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PANGEA PETROLEUM CORP.
(changing its name hereby to "AvStar Aviation Group, Inc.")
These Amended and Restated Articles of Incorporation correctly set
forth, amend, and restate, the provisions of the Articles of Incorporation of
Pangea Petroleum Corp., changing its name hereby to "AvStar Aviation Group,
Inc." (the "Corporation"), as amended and currently in effect. These Amended and
Restated Articles of Incorporation contain amendments that were adopted by the
shareholders of the Corporation. The number of votes cast for the amendments and
this restatement, by each voting group entitled to vote separately on the
amendments and this restatement, were sufficient for approval by that voting
group. These Amended and Restated Articles of Incorporation supersede all other
Articles of Incorporation of the Corporation and all amendments and Articles of
Amendment thereto. The Articles of Incorporation of the Corporation are hereby
amended and restated in the following manner:
ARTICLE I
The name of the corporation shall be AvStar Aviation Group, Inc.
ARTICLE II
The purpose for which the corporation is organized is to transact all
lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code. The corporation shall have the powers provided for
in the Colorado Corporation Code with respect to corporations.
ARTICLE III
The total number of shares of stock that the Corporation shall have
authority to issue is Five Hundred Ten Million (510,000,000) consisting of Five
Hundred Million (500,000,000) shares of Common Stock, par value $0.001 per share
("Common Stock"), and Ten Million (10,000,000) shares of Preferred Stock, par
value $0.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as maybe adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the Directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
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Upon the effectiveness of the filing with the Secretary of State of
Colorado of this First Amended and Restated Articles of Incorporation adding
this paragraph to the Corporation's Articles of Incorporation, each one hundred
(100) shares of Common Stock issued and outstanding immediately prior to the
filing of such First Amended and Restated Articles of Incorporation as aforesaid
shall be combined into one (1) share of validly issued, fully paid and
non-assessable Common Stock. As soon as practicable after such date, the
Corporation shall request holders of the Common Stock to be combined in
accordance with the preceding to surrender certificates representing their
Common Stock to the Corporation's authorized agent, and each such stockholder
shall receive upon such surrender one or more stock certificates to evidence and
represent the number of shares of Common Stock to which such stockholder is
entitled after the combination of shares provided for herein; provided, however,
that this Corporation shall not issue fractional shares of Common Stock in
connection with this combination, but all fractional shares that would otherwise
result shall be rounded up to one whole share of Common Stock and provided
further that each holder of the Common Stock will hold a minimum of 100 shares
after this combination.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of members present
at any regular or special meeting at which a quorum shall be present unless the
act of a greater number is required by the laws of the state of incorporation,
these Articles of Incorporation, or the Bylaws of the Corporation.
(b) To make, alter, or amend the Bylaws of the corporation at any regular or
special meeting.
(c) To fix the amount to be reserved as working capital over and above its
capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens upon the real
and personal property of this corporation.
(e) To designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided by
resolution or in the Bylaws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation. Such committee or committees shall have such name or names
as may be stated in the Bylaws of the corporation or as may be determined from
time to time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its goodwill, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders' meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
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The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the affirmative vote of the shareholders of at least a majority
of the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon
the affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote thereon.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other person,
firm or corporation, or in which this corporation is interested, shall be
affected or invalidated by (a) the fact that any one or more of the directors or
officers of this corporation is interested in or is a director or officer of
such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
whom such fact or relationship or interest has been disclosed, or so long as the
contract or transaction is fair and reasonable to the corporation. Each person
who may become a director or officer of the corporation is hereby relieved from
any liability that might otherwise arise by reason of his contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be in any way interested.
The officers, directors and other members of management of this corporation
shall be subject to the doctrine of corporate opportunities only insofar as it
applies to business opportunities in which this corporation has expressed an
interest as determined from time to time by the corporation's Board of Directors
as evidenced by resolutions appearing in the corporation's minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director or
other member of management may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own, and
the provisions hereof shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business existing
prior to the time that such area of interest is designated by this corporation.
This provision shall not be construed to release any employee of the corporation
(other than an officer, director or member of management) from any duties which
he may have to the corporation.
ARTICLE VII
Each director and officer of the corporation shall be indemnified by the
corporation as follows:
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(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he, or she, is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, or her,in connection with such action, suit or proceeding, if
he, or she, acted in good faith and in a manner he, or she, reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to -in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
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(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the Bylaws, agreements, vote of
the shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
ARTICLE VIII
The registered and principal office of said corporation shall be located at
1560 Broadway, Suite 2090, Denver, Colorado 80202, and the registered agent of
the corporation at such address shall be Corporation Service Company.
Part or all of the business of said corporation may be carried on in the
County of Denver, or any other place in the State of Colorado or beyond the
limits of the State of Colorado, in other states or territories of the United
States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation between
it and its creditors or any class of them, and/or between said corporation and
its shareholders or any class of them, any court of equitable jurisdiction may,
on the application in a summary way by said corporation, or by a majority of its
stock, or on the application of any receiver or receivers appointed for said
corporation, or on the application of trustees in dissolution, order a meeting
of the creditors or class of creditors and/or of the shareholders or class of
shareholders of said corporation, as the case may be, to be notified in such
manner as the said court decides. If a majority in number, representing at least
three-fourths in amount of the creditors or class of creditors, and/or the
holders of a majority of the stock or class of stock of said corporation, as the
case may be, agree to any compromise or arrangement and/or to any reorganization
of said corporation, as a consequence of such compromise or arrangement, the
said compromise or arrangement and/or the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
upon all the creditors or class of creditors, and/or on all the shareholders or
class of shareholders of said corporation, as the case may be, and also on said
corporation.
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of shareholders may be held at any time and place as the Bylaws
shall provide. At all meetings of the shareholders, one-third of all shares
entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE XIII
These Articles of Incorporation may be amended by resolution of the Board
of Directors if no shares have been issued, and if shares have been issued, by
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
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ARTICLE XIV
Any action for which the laws of the State of Colorado require the approval
of two-thirds of the shares of any class or series entitled to vote with respect
thereto, unless otherwise provided in the Articles of Incorporation, shall
require for approval the affirmative vote of a majority of the shares of any
class or series outstanding and entitled to vote thereon.
ARTICLE XV
No director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 7-5-114 of the Colorado Revised Statutes, or any amendment thereto or
successor provision thereto and except for any matter in respect of which such
director shall be liable by reason that he (i) has breached his duty of loyalty
to the corporation or its shareholders, (ii) has not acted in good faith or, in
failing to act, has not acted in good faith, (iii) has acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, has acted in a manner involving intentional misconduct or a knowing
violation of law, or (iv) has derived an improper personal benefit. Neither the
amendment nor repeal of this Article XV, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article XV, shall eliminate
or reduce the effect of this Article XV in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article XV would accrue
or arise prior to such amendment, repeal or adoption of an inconsistent
provision.
Signed on May _____, 2009
By:_______________________________________
Russell Ivy, President
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PANGEA PETROLEUM CORP.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement (the "Statement") in connection with the proposed amendments to and
restatement of the Articles of Incorporation of Pangea Petroleum Corp. (the
"Company") (in substantially the form of Exhibit A to the Statement) to (among
other things) effect a change in the Company's name to "AvStar Aviation Group,
Inc." and to effect a one-for-100 reverse stock split of the Company's Common
Stock, and the undersigned hereby consents with respect to all of the voting
stock of the Company held by the undersigned, to the adoption of the proposal
set forth herein (as such proposal is defined in the Statement) without a
meeting of the stockholders of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT "FOR" PROPOSAL 1.
1. Proposal to amend and restate the Company's Certificate of Incorporation
to (among other things) effect a change in the Company's name to "AvStar
Aviation Group, Inc." and effect a one-for-100 reverse stock split of the
Company's common stock.
_____ CONSENTS/FOR
_____ WITHHOLDS CONSENT/AGAINST
_____ ABSTAINS
2. I represent that I own the following number of shares of the Company's
voting stock (please insert the correct
number):____________________________________.
Please print your name below as it appears on the certificate and also sign
exactly as name appears below. When shares are held by joint tenants, both
should sign. When signing as executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
DATE _________________ 2009 ____________________________________
_________________________________ Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE CONSENT FORM PROMPTLY Name Printed:_________________________
USING THE ENCLOSED ENVELOPE
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_____________________________________
Signature if held jointly
Name Printed:_________________________