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
New Allied Development Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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1
NEW ALLIED DEVELOPMENT CORPORATION
_________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held January 10, 2004
_________________________
TO OUR STOCKHOLDERS:
A special meeting of stockholders of New Allied Development Corporation
will be held at 18826 Pagentry Place, Monument, Colorado 80132, on Monday,
January 10, 2004, at 10:00 a.m., Rocky Mountain Standard Time. The purposes of
the meeting are:
1. To consider and act upon a proposal to authorize an amendment to the
Articles of Incorporation for the following purposes:
a. To change our company's name from "New Allied Development
Corporation" to "New Allied Lending, Inc."
b. To increase our authorized shares of common stock, no par value per
share, from 25,000,000 to 250,000,000 shares of common stock.
c. To effectuate a reverse split in our common stock on the basis of
one share of common stock for each ten shares of common stock outstanding.
2. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
The Board of Directors has fixed the close of business on December 8, 2004,
as the record date. Holders of our common stock of record at the close of
business on the record date are entitled to receive notice of and to vote at the
meeting, or any adjournment of the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The accompanying Information Statement is furnished on behalf of the Board
of Directors pursuant to Section 14(c) of the Securities Exchange Act of 1934 to
provide notice of the meeting.
By Order of the Board of Directors,
/s/ Arturo Campbell
-------------------------
Arturo Campbell, Director
Monument, Colorado
Dated: December 8, 2004
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NEW ALLIED DEVELOPMENT CORPORATION
c/o Cudd & Associates
18826 Pagentry Place
Monument, Colorado 80132
INFORMATION STATEMENT
---------------------
The Board of Directors of New Allied Development Corporation is furnishing
this Information Statement to provide notice of a special meeting of
stockholders to be held at 18826 Pagentry Place, Monument, Colorado 80132, on
Monday, January 10, 2004, at 10:00 a.m., Rocky Mountain Standard Time, or any
adjournment of the meeting, for the purposes set forth in the foregoing Notice
of Special Meeting of Stockholders.
Our Board of Directors has fixed the close of business on December 8, 2004,
as the record date for the determination of stockholders who are entitled to
notice of and to vote at the meeting, or any adjournment of the meeting. There
were 8,663,039 shares of common stock issued and outstanding on December 8,
2004. We anticipate that this Information Statement will be mailed or furnished
on or about December 19, 2004, to all stockholders of record as of the record
date.
A stockholder holding a total of 6,000,000 shares, representing
approximately 69% of our outstanding shares, of common stock as of the record
date, will vote its shares of common stock in favor of the approval of an
amendment to our company's Articles of Incorporation that will change our name
to "New Allied Lending, Inc.," increase our authorized shares of common stock to
250,000,000 shares and effectuate the 1:10 reverse split in our outstanding
shares of common stock.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE ACTION TO BE
TAKEN AT THE SPECIAL MEETING OF STOCKHOLDERS, INCLUDING APPROVAL OF THE NAME
CHANGE, THE INCREASE IN AUTHORIZED SHARES OF COMMON STOCK AND THE REVERSE STOCK
SPLIT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
We will bear the cost of preparing and mailing the Notice of Special
Meeting of Stockholders and Information Statement to stockholders. We may also
make arrangements with brokers, fiduciaries, custodians and nominees to send the
Notice of Special Meeting of Stockholders and Information Statement to the
beneficial owners of our common stock held of record by these persons. Upon
request, we will reimburse these organizations for their reasonable
out-of-pocket expenses incurred in forwarding this Information Statement and
Notice of Special Meeting of Stockholders to their clients.
3
RECORD DATE AND VOTING RIGHTS
Our common stock is our only outstanding class of voting securities.
Stockholders of record at the close of business on December 8, 2004, the record
date for determining stockholders entitled to notice, are the only stockholders
entitled to vote at the meeting. As of the record date, there were 8,663,039
shares of our common stock outstanding and entitled to vote. Each stockholder
entitled to vote shall have one vote for each share of common stock registered
in the stockholder's name on our books as of the record date. A complete list of
our stockholders entitled to vote at the meeting will be available and open to
the examination of any stockholder for any purpose germane to the meeting during
ordinary business hours from and after December 8, 2004, at our office, c/o Cudd
& Associates, 18826 Pagentry Place, Monument, Colorado 80132.
QUORUM FOR THE MEETING
Our Bylaws require that a majority of the outstanding shares entitled to
vote, present in person or by proxy, shall constitute a quorum for the conduct
of business at all meetings of stockholders. A total of 6,000,000 shares,
representing approximately 69% of our outstanding shares, of common stock owned
by Sandwood Investments, S.A., will be present in person or by proxy at the
meeting. Thus, there will be a quorum for purposes of authorizing the proposed
amendment to the Articles of Incorporation to change our name to "New Allied
Lending, Inc.," increase our authorized shares of common stock to 250,000,000
shares and effectuate a reverse split in the common stock on the basis of one
share for each ten shares outstanding.
VOTING AT THE MEETING
On December 1, 2004, our Board of Directors unanimously approved an
amendment to our Articles of Incorporation that would change our name from "New
Allied Development Corporation" to "New Allied Lending, Inc.," increase our
authorized shares of common stock from 25,000,000 to 250,000,000 shares of
common stock and effectuate a 1:10 reverse split in our outstanding common
stock. Our Board of Directors directed that these matters be submitted for
approval at a special meeting of stockholders. Under our Bylaws, the affirmative
vote of a majority of the shares entitled to vote is required to authorize any
matter at a stockholders' meeting. At the special meeting of stockholders to be
held on January 10, 2004, a stockholder holding approximately 69% of our
outstanding voting stock will approve the Articles of Amendment to the Articles
of Incorporation of New Allied Development Corporation, the form of which is
attached to this Information Statement as Exhibit A. The proposed Articles of
Amendment to the Articles of Incorporation of New Allied Development Corporation
will become effective when they are filed with the Colorado Secretary of State.
We anticipate that this filing will occur as soon as practicable following the
meeting.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the ownership
of our common stock as of the record date on December 8, 2004, by each
stockholder known by us to be the beneficial owner of more than five per cent of
our outstanding shares of common stock, each director and all directors and
executive officers as a group. Except as otherwise indicated by footnote, each
of the named individuals has sole voting and investment power with respect to
the shares of common stock beneficially owned.
4
Shares
Name and Address of Beneficially Percent
Beneficial Owner Owned of Class
- ---------------------------- ------------- ---------
Sandwood Investments, S.A. 6,000,000 69.26%
Arturo Campbell 6,000,000* 69.26%
All Executive Officers and
Directors as a Group (one
person) 6,000,000* 69.26%
- ------------------
* Owned of record by Sandwood Investments. Ownership of the shares is
attributable to Mr. Campbell, our sole director, by virtue of his position as a
director of Sandwood Investments.
As of the record date, there were 8,663,039 shares of common stock issued
and outstanding and entitled to vote. Each share of common stock entitles its
holder to one vote. Mr. Campbell serves as the sole member of our Board of
Directors. We have no executive officers as of the date of this Information
Statement.
As of November 11, 2004, we issued 6,000,000 shares of common stock,
representing approximately 69% of our issued and outstanding shares of common
stock as of the date of this Information Statement, to Sandwood Investments for
the payment by Sandwood Investments of the sum of $75,000 to New Allied
Development and Sandwood Investment's agreement to cause New Allied Development,
by March 5, 2004, to consummate a business combination with a privately-held
company. A change of control of our company resulted from this transaction.
NAME CHANGE
The Board of Directors unanimously approved, subject to the approval of the
stockholders at the special meeting to be held on January 10, 2004, a proposal
to amend our Articles of Incorporation to change the name of our company from
"New Allied Development Corporation," to "New Allied Lending, Inc." Effective
upon the filing of the Articles of Amendment to the Articles of Incorporation of
New Allied Development in the office of the Colorado Secretary of State, the
change of our name to "New Allied Lending, Inc." will be effective.
Purpose of Name Change
We were engaged in the business of lending money from 1995 to 1999. We
propose to re-enter into the business of lending money and to acquire, in a
"reverse acquisition" transaction, a privately-held company engaged in the money
lending business. In light of the new strategic focus of our business on lending
money, our Board of Directors has determined that it is in our best interest to
adopt a name more readily identifiable with our current business plan. Our Board
of Directors approved the change of name of our company to "New Allied Lending,
Inc.," to more accurately reflect our future business. Consequently, the Board
of Directors has recommended changing our name from "New Allied Development
Corporation" to "New Allied Lending, Inc."
5
Effects of Name Change
Changing our name will not have any effect on our corporate status, the
rights of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name "New Allied Development
Corporation" will continue to be valid and represent shares of common stock of
"New Allied Lending, Inc.," a Colorado corporation, following the name change.
In the future, new stock certificates will be issued bearing our new name, but
this will in no way affect the validity of your current stock certificates. In
connection with our name change, our trading symbol in the "Pink Sheets" will
change. Our common stock now trades in the "Pink Sheets" under the trading
symbol "NEAL."
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors unanimously approved, subject to the approval of the
stockholders at the special meeting to be held on January 10, 2004, a proposal
to increase our authorized shares of common stock, no par value per share, from
25,000,000 to 250,000,000 shares of common stock. The increase in our authorized
shares of common stock, no par value per share, to 250,000,000 shares will be
effective upon the filing of the Articles of Amendment to the Articles of
Incorporation of New Allied Development Corporation in the office of the
Colorado Secretary of State.
Purpose of Increase in Authorized Shares of Common Stock
In order to acquire a privately-held company engaged in the business of
lending money, we will be required to issue a sizeable number of shares of our
authorized and unissued shares of common stock to the current owners of the
private company in order to acquire all of the outstanding securities of the
corporation. Although the issuance of this number of additional shares of our
common stock will result in dilution to our existing stockholders, we believe
that this will be offset by the anticipated advantages of the acquisition. Our
Board of Directors approved the increase in our authorized shares of common
stock to 250,000,000 shares in order to enable us to acquire a privately-held
company engaged in the money lending business and to make available to us for
issuance a significant number of shares of common stock for any other purpose
approved by our Board of Directors. Consequently, the Board of Directors has
recommended increasing our authorized shares of common stock from 25,000,000 to
250,000,000 shares of common stock.
Effects of Increase in Authorized Shares of Common Stock
Increasing our authorized shares of common stock will not have any effect
on our corporate status, the rights of stockholders or the transferability of
outstanding stock certificates. The increase in our authorized shares of common
stock will enable us to issue up to an additional 241,336,961 shares of common
stock in order to acquire a privately-held company engaged in the business of
lending money and/or for any other proper purpose. We do not anticipate that we
will be required to issue in excess of a total of an additional 200,000,000
shares of common stock to the owners of the private company in order to
consummate the acquisition of all of the outstanding securities of the
corporation in a "reverse acquisition" transaction.
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REVERSE STOCK SPLIT
The Board of Directors unanimously approved, subject to the approval of the
stockholders at the special meeting to be held on January 10, 2004, a proposal
to amend our Articles of Incorporation to effectuate a reverse split of our
issued and outstanding shares of common stock on the basis that each ten shares
of common stock then issued and outstanding will be converted into one share of
common stock. The number of shares of capital stock authorized by the Articles
of Incorporation and the no par value of the authorized capital stock will not
change as a result of the proposed reverse stock split. However, see "Increase
in Authorized Shares of Common Stock" above for a description of the proposal to
increase our authorized shares of common stock from 25,000,000 to 250,000,000
shares of common stock. Effective upon the filing of the Articles of Amendment
to the Articles of Incorporation of New Allied Development Corporation in the
office of the Colorado Secretary of State, each ten issued and outstanding share
of our common stock shall thereupon be combined into and reclassified as one
share of common stock. Accordingly, each stock certificate which, prior to the
effective date, represented shares of old common stock shall, upon the effective
date, represent the number of shares of new common stock into which the shares
of old common stock represented by the certificate shall be combined. We will
issue one full new share of common stock to those record holders of old common
stock at the close of business on the effective date who would otherwise be
entitled to a fractional share of common stock as a result of the reverse stock
split.
Background and Reasons For the Reverse Stock Split
On December 8, 2004, the Board of Directors voted in favor of the 1:10
reverse stock split and directed that the reverse stock split be placed on the
agenda for consideration by stockholders at the special meeting to be held on
January 10, 2004. We believe that effectuation of the 1:10 reverse stock split
will be a condition precedent to the consummation of the proposed acquisition of
a privately-held company engaged in the business of lending money. Further, the
Board of Directors believes that the per share price of our common stock
negatively impacts the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders and our
potential ability to raise capital by issuing new shares. We believe that the
reasons summarized below largely account for such effects.
Most brokerage firms do not permit lower-priced securities to be purchased
on margin or used as collateral for margin accounts. Certain policies and
practices of the securities industry, such as time-consuming procedures that
make the handling of lower-priced securities economically unattractive, may tend
to discourage individual brokers within those firms from dealing in lower-priced
securities. Moreover, the brokerage commission on the purchase or sale of a
lower-priced stock may represent a higher percentage of the price than the
brokerage commission on a higher-priced stock. For the foregoing, among other,
reasons, many brokerage firms and institutional investors are reluctant to
recommend lower-priced securities to their clients or to hold them in their own
portfolios. For these reasons, our Board of Directors believes that the low per
share price of our common stock has the effect of limiting the effective
marketability of our common stock and other negative consequences for New Allied
Development and our stockholders.
7
The Board of Directors believes that the decrease in the number of shares
of our common stock outstanding and the resulting increased price level as a
consequence of the reverse stock split will encourage greater interest in our
common stock by the financial community and investing public. THERE CAN BE NO
ASSURANCE, HOWEVER, THAT THE FOREGOING EFFECTS WILL OCCUR; THAT THE INCREASE IN
THE MARKET PRICE OF OUR COMMON STOCK IMMEDIATELY FOLLOWING THE REVERSE STOCK
SPLIT WILL BE SUSTAINED; OR THAT THE MARKET PRICE WILL EVER RISE TO A PRICE
APPROXIMATING TEN TIMES THE MARKET PRICE PRIOR TO THE REVERSE STOCK SPLIT.
No dissenting stockholder rights exist under Colorado law or under the
Articles of Amendment to the Articles of Incorporation of New Allied Development
Corporation or Bylaws in connection with the reverse stock split, with the
exception of a stockholder whose total number of shares of common stock will be
reduced to a fraction of one share as a result of the reverse stock split. We do
not anticipate that the total holdings of any stockholder will be reduced to a
fraction of a share as a result of the reverse stock split.
Effects of the Reverse Stock Split
General Effects. As a result of the reverse stock split, the number of
outstanding shares of our common stock will be reduced from 8,663,039 shares to
approximately 866,304 shares, based upon the total number of outstanding shares
of our common stock as of the record date on December 8, 2004. In order to avoid
the expense and inconvenience of issuing and transferring fractional shares of
new common stock, we will issue one full share of new common stock to
stockholders who would otherwise be entitled to receive a fractional share of
new common stock in lieu of issuing them a fractional share of new common stock.
Please note that the reverse stock split will not change a stockholder's
proportionate equity interest in our company, except that which may result from
the elimination of a fractional share.
Effect on Market for Common Stock. On December 8, 2004, the closing sale
price of our common stock was $0.007 per share. By decreasing the number of
shares of our common stock outstanding without altering the aggregate economic
interest in our company represented by the shares, the Board of Directors
believes that the market price of the common stock will increase over time to a
more appropriate price; however, there can be no assurance that this will occur.
The new common stock will continue to be traded over-the-counter in the "Pink
Sheets," but under a new symbol. We plan to seek listing of the new common stock
on the Over-the-Counter Bulletin Board at such time, if ever, as the threshold
requirements for such listing and other requirements are satisfied.
No Change in Stockholders' Equity. Our stated capital will be unchanged on
the effective date of the reverse stock split. Because our common stock has no
par value, our stated capital consists of the aggregate value of cash or other
consideration we received upon the issuance of all currently outstanding shares
of common stock. Our common stock will remain without par value following the
reverse stock split.
United States Income Tax Consequences. The following is a summary of the
material anticipated federal income tax consequences of the reverse stock split
to our stockholders. This summary is based on the provisions of the Internal
Revenue Code of 1986, the Treasury Department Regulations issued pursuant
thereto and published rulings and court decisions in effect as of the date of
this Information Statement, all of which are subject to change. This summary
does not take into account possible changes in these laws or interpretations,
including amendments to the Code, applicable statutes, Regulations and proposed
Regulations or changes in judicial or administrative rulings, some of which may
have retroactive effect. No assurance can be given that any such changes will
not adversely affect the discussion in this summary.
8
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
reverse stock split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. In
particular, and without limiting the foregoing, this summary does not consider
the federal income tax consequences to stockholders in light of their individual
investment circumstances or to holders subject to special treatment under the
federal income tax laws (for example, life insurance companies, regulated
investment companies and foreign taxpayers). In addition, this summary does not
address any consequence of the reverse stock split under any state, local or
foreign tax laws. As a result, it is the responsibility of each stockholder to
obtain and rely on advice from his or her personal tax advisor as to: (i) the
effect on his or her personal tax situation of the reverse stock split,
including the application and effect of state, local and foreign income and
other tax laws; (ii) the effect of possible changes in judicial or
administrative interpretations of existing legislation and Regulations, as well
as possible future legislation and Regulations; and (iii) the reporting of
information required in connection with the reverse stock split on his or her
own tax return. It will be the responsibility of each stockholder to prepare and
file all appropriate federal, state and local tax returns.
No ruling from the Internal Revenue Service or opinion of counsel will be
obtained regarding the federal income tax consequences to the stockholders of
our company as a result of the reverse stock split. ACCORDINGLY, EACH
STOCKHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO THE STOCKHOLDER,
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS.
The following discussion describes certain federal income tax consequences
of the proposed reverse stock split to our stockholders who are citizens or
residents of the United States. In general, the federal income tax consequences
of the proposed reverse stock split will be identical for all stockholders
because they will receive solely new certificates in exchange for old
certificates. In addition, the actual consequences for each stockholder will be
governed by the specific facts and circumstances pertaining to his or her
acquisition and ownership of the common stock. However, we believe that because
the proposed reverse stock split is not a part of a plan to periodically
increase a stockholder's proportionate interest in the assets or earnings and
profits of our company, the proposed reverse stock split probably will have the
federal income tax effects described below.
No stockholder will recognize gain or loss on the exchange of old
certificates for new certificates. In the aggregate, the stockholder's basis in
the shares of common stock represented by new certificates will equal his or her
basis in the shares of common stock represented by old certificates. The reverse
stock split will constitute a reorganization within the meaning of Section
368(a)(1)(E) of the Code and our company will not recognize any gain or loss as
a result of the reverse stock split.
9
Exchange of Shares. On or subsequent to the effective date of the reverse
stock split, we will mail to each stockholder a letter of transmittal. A
stockholder will be able to receive his or her shares of new common stock only
by transmitting to Interwest Transfer Company, Inc., Salt Lake City, Utah, the
transfer agent and registrar for our common stock, the stockholder's stock
certificate(s) evidencing shares of old common stock issued and outstanding
prior to the effective date of the reverse stock split, together with the
properly completed and executed letter of transmittal and such evidence of
ownership of the shares of old common stock as our company may require.
Stockholders will not receive certificates for shares of new common stock unless
and until the certificate(s) representing their shares of old common stock
outstanding prior to the reverse stock split are surrendered. Stockholders
should not forward their certificate(s) to the transfer agent until they have
received the letter of transmittal, and should surrender their certificate(s)
only with the letter of transmittal.
Each stockholder will be responsible for paying a total service fee of
twenty-five dollars ($25.00) upon the surrender of his or her stock
certificate(s) in exchange for new common stock certificate(s). However, as
noted above, as of the effective date of the reverse stock split, each ten
issued and outstanding shares of our common stock, no par value per share, will
automatically, i.e., without further stockholder action, be combined into and
reclassified as one share of common stock, no par value per share. Thus, each
stock certificate that, prior to the effective date of the reverse stock split,
represented shares of old common stock will, upon the effective date of the
reverse stock split, represent the number of shares of new common stock into
which the shares of old common stock represented by the certificate are to be
combined.
No scrip or fractional share certificates for new common stock will be
issued in connection with the reverse stock split. The Board of Directors has
authorized us to issue one full share of new common stock to any stockholder who
would otherwise receive a fractional share of common stock as a result of the
reverse stock split. We do not anticipate that the total holdings of any
stockholder will be reduced to a fraction of a share of common stock as a result
of the reverse stock split.
VOTE REQUIRED
Our Bylaws provide that the affirmative vote of a majority of the shares of
common stock present or represented by proxy and voting at the special meeting
is required to authorize an amendment to the Articles of Incorporation to change
our company's name from "New Allied Development Corporation" to "New Allied
Lending, Inc.," to increase our authorized shares of common stock from
25,000,000 to 250,000,000 to shares and to effectuate a reverse split in our
outstanding shares of common stock on the basis of one share of common stock for
every ten shares of common stock outstanding. Sandwood Investments, holder of a
total of 6,000,000 shares of our common stock, representing approximately 69% of
our outstanding voting stock, will vote at the special meeting of stockholders
to be held on January 10, 2004, in favor of the proposal to approve an amendment
to our Articles of Incorporation that would change our name, increase our
authorized shares of common stock and effectuate the 1:10 reverse stock split.
10
AMENDMENT TO ARTICLES OF INCORPORATION
On December 1, 2004, our Board of Directors approved, subject to receiving
the approval of the stockholders of our common stock, the amendment to our
Articles of Incorporation in the form of Exhibit A attached to this Information
Statement, to change the name of our company from "New Allied Development
Corporation," to "New Allied Lending, Inc.," to increase our authorized shares
of common stock from 25,000,000 to 250,000,000 shares common stock and to
effectuate a reverse split in our common stock on the basis of one share of
common stock for each ten shares of common stock outstanding. We will obtain
stockholder approval for the change of name, the increase in authorized shares
and the reverse stock split by the affirmative vote of a stockholder owning
6,000,000 shares of our common stock, which represent approximately 69% of our
outstanding shares of common stock on the record date of December 8, 2004.
Neither the change of name, the increase in our authorized shares of common
stock nor the proposed 1:10 reverse split in our outstanding shares of common
stock will become effective until the Articles of Amendment to the Articles of
Incorporation of New Allied Development Corporation, in the form of Exhibit A,
are filed with the Colorado Secretary of State. We expect to make the
appropriate filing as soon as practicable after the meeting, a period of not
less than twenty days after a definitive Information Statement is first mailed
to stockholders of our common stock.
DISSENTERS' RIGHTS
Under the Colorado Business Corporation Act, stockholders are not
entitled to dissenters' rights of appraisal in connection with the change of our
name, the increase in our authorized shares of common stock or the proposed 1:10
reverse stock split, except insofar as a stockholder's total holdings are
reduced to a fraction of one share as a result of the reverse stock split. We do
not anticipate that the total holdings of any stockholder will be reduced to a
fractional share as a result of the reverse stock split.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, none of the
following persons has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon:
(i) Any director or officer since the beginning of our last fiscal year;
(ii) Any proposed nominee for election as a director; or
(iii) Any associate or affiliate of any of the foregoing persons.
The stockholdings of our sole director are listed above in the section entitled
"Principal Stockholders and Security Ownership of Management." We have no
officers as of the date of this report. Our sole director, who is also a
director of Sandwood Investments, has advised that Sandwood Investments, which
owns approximately 69% of our outstanding shares of common stock, will support
the change of name, the increase in authorized shares and the reverse stock
split, as more particularly described in this Information Statement.
11
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance with the Securities Exchange Act of 1934, file
reports, proxy statements and other information, including annual reports on
Form 10-KSB and quarterly reports on Form 10-QSB, with the Securities and
Exchange Commission. Reports and other information that we file can be inspected
and copied at the public reference facilities maintained at the Securities and
Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of these materials can be obtained upon written request addressed
to the Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain
information on the operation of the Public Reference Section by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission also maintains a web site on the Internet where reports,
proxy and information statements and other information regarding issuers that
file electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge. The address of the site is http://www.sec.gov.
OTHER BUSINESS
As of the date of this Information Statement, the Board of Directors knows
of no other matter that properly may be presented at the special meeting of
stockholders to be held on January 10, 2004.
Pursuant to the requirements of the Securities Exchange Act of 1934, New
Allied Development has duly caused this report to be signed by the undersigned
thereunto authorized.
NEW ALLIED DEVELOPMENT CORPORATION
By: /s/ Arturo Campbell
---------------------------
Arturo Campbell, President
Monument, Colorado
December 8, 2004
12
Exhibit A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
NEW ALLIED DEVELOPMENT CORPORATION
Pursuant to the provisions of Section 7-110-103 of the Colorado Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is New Allied Lending, Inc.
SECOND: The following amendment to the Articles of Incorporation of New
Allied Development Corporation was duly adopted by the stockholders of the
corporation at a meeting held on January 10, 2004, in the manner prescribed by
the Colorado Business Corporation Act, to-wit:
THIRD: Article I of the Corporation's Articles of Incorporation shall be
amended so that, as amended, Article I will read in its entirety as set forth
below.
ARTICLE I
NAME
The name of this corporation is New Allied Lending, Inc.
FOURTH: Article IV of the Corporation's Articles of Incorporation shall be
amended so that, as amended, Article IV will read in its entirety as set forth
below.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of capital stock that the
corporation shall have authority to issue is 250,000,000 shares of common stock,
no par value per share, and the designations, preferences, limitations and
relative rights of the shares shall be as set forth in paragraphs (a) and (b)
below.
(1) At the time this Amendment becomes effective, each ten shares of
common stock, no par value per share, of the Corporation issued and
outstanding at such time shall be, and hereby is, changed and reclassified
into one fully-paid and nonassessable share of common stock, no par value
per share, of the Corporation authorized by such Amendment, with the result
that the number of shares of common stock of the Corporation issued and
outstanding immediately prior to the taking of effect of this Amendment is
8,663,039 shares of common stock, no par value per share, and the number of
shares of common stock of the Corporation issued and outstanding
immediately following the taking of effect of this Amendment is
approximately 866,304 shares of common stock, no par value per share. At
any time after this Amendment becomes effective, each certificate
representing any shares of common stock, no par value per share, of the
Corporation outstanding immediately prior to the taking of effect of this
Amendment (collectively, the "Old Certificates") shall be exchangeable for
a certificate representing shares of common stock, no par value per share,
of the Corporation authorized by such Amendment (collectively, the "New
Certificates"), in the ratio for such reclassification stated above (i.e.,
1:10) through the surrender of such Old Certificates by the holders of
record thereof to the Secretary of this Corporation at the principal office
of the Corporation.
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(2) Upon surrender for exchange by each shareholder of an Old
Certificate, the Corporation shall issue and deliver to each such
shareholder a New Certificate representing one share of common stock, no
par value per share, of the Corporation for each ten shares of common
stock, no par value per share, of the Corporation issued and outstanding
immediately prior to the taking of effect of this Amendment. The
reclassification of ten issued and outstanding shares of common stock, no
par value per share, of the Corporation into one share of common stock, no
par value per share, of the Corporation shall be deemed to occur when this
Amendment becomes effective and neither the surrender of the Old
Certificates nor the issuance of the New Certificates shall be a necessary
condition for the effectiveness of such reclassification. Each Old
Certificate shall be canceled upon its surrender and a New Certificate
shall be issued evidencing such shares as so reclassified. Consequently,
the stated capital of this Corporation shall be unchanged following the
taking of effect of this Amendment.
FIFTH: The number of shares of common stock of the corporation outstanding
at the time of the adoption of such amendment was 8,663,039 and the number of
shares entitled to vote thereon was 8,663,039.
SIXTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
Class Number of Shares
------ ----------------
Common 8,663,039
SEVENTH: The number of shares of common stock voted for such amendment was
6,000,000, with -0- opposing and 2,663,039 abstaining.
EIGHTH: This amendment provides for the exchange, reclassification and
cancellation of issued shares in the manner provided above.
NINTH: This amendment effectuates no change in the stated capital of the
corporation.
IN WITNESS WHEREOF, the undersigned director, having been thereunto duly
authorized, has executed the foregoing Articles of Amendment on behalf of the
corporation on the 7th day of January, 2004.
NEW ALLIED DEVELOPMENT CORPORATION
By:
-------------------------------
Arturo Campbell, Director
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