Schedule 14A
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Proxy Statement.
[_] Definitive Additional Materials.
[_] Soliciting Material under ss. 240.14a-12.
Princeton Acquisitions, Inc.
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 by written 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: ____________________________________________________
(2) Form, Schedule or Registration Statement No.: ______________________________
(3) Filing Party: ______________________________________________________________
(4) Date Filed:_________________________________________________________________
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PRINCETON ACQUISITIONS, INC.
2560 W. Main Street, Suite 200
Littleton, Colorado 80120
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _____________, 2008
To our Shareholders:
You are cordially invited to attend a Special Meeting of the Shareholders
of Princeton Acquisitions, Inc. (the "Company"). The Special Meeting will be
held on ______________, 2008 at 10:00 a.m. local time at our executive offices
located at 2560 W. Main Street, Suite 200, Littleton, Colorado 80120, or at any
adjournment or postponement thereof, for the following purposes:
1. To consider and vote upon a 1 share for 100 shares reverse split of
the Company's common stock.
2. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All Shareholders of record of the Company as of the close of business
on December 19, 2007 will be entitled to notice of and to vote at such meeting
or at any adjournment or postponement thereof.
We urge you to review these materials carefully and to use this opportunity
to take part in the Company's affairs by voting on the matters described in this
Proxy Statement. We hope that you will be able to attend the Special Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Lazzeri, President
December 30, 2007
PROXY STATEMENT
PRINCETON ACQUISITIONS, INC.
2560 W. Main Street, Suite 200
Littleton, Colorado 80120
Telephone: 303-794-9450
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ____________, 2008
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
General Information
The Board of Directors (the "Board") of Princeton Acquisitions, Inc., a
Colorado corporation (sometimes referred to as the "Company" or "Princeton"), is
providing this Proxy Statement in connection with a Special Meeting of
Stockholders, which will take place on ___________, 2008 or at any postponement
or adjournment thereof (the "Special Meeting"). Whether or not you plan to
attend the Special Meeting in person, please return your executed proxy card in
the enclosed postage prepaid and addressed envelope and your shares will be
voted in accordance with your wishes.
What is the Purpose of the Special Meeting?
At the Special Meeting, you will be asked to consider and vote on the
matters described in the accompanying Notice of Special Meeting, including
considering and acting upon a proposal to approve a reverse stock split of all
of the issued and outstanding shares of Princeton's common stock at a ratio of 1
share for 100 shares.
Are there other Matters to be Voted on at the Special Meeting?
The Board of Directors does not know of any other matters that may come
before the Special Meeting. Colorado law and Princeton's Bylaws impose
limitations on the ability to present business items at a special meeting if
those items were not included in the notice of special meeting. Accordingly,
except for procedural matters incidental to the conduct of the meeting, it is
not expected that any other matters will come before the Special Meeting. If any
other matters are properly presented at the Special Meeting, it is the intention
of the persons named in the accompanying proxy to vote, or otherwise act, in
accordance with their judgment.
Who Can Vote at the Special Meeting?
In order to vote, you must have been a stockholder of record at the close
of business on December 19, 2007 (which is referred to as the "record date"). If
your shares are owned of record in the name of a broker or other nominee, you
should follow the voting instructions provided by your nominee.
On the record date, there were 58,563,900 shares of Princeton's common
stock issued, outstanding and entitled to vote. Each share of common stock is
entitled to one vote on each matter to be voted upon.
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How do I Vote?
You may vote by signing your proxy card, or if your shares are held in
street name, the voting instruction card included by your broker or nominee, and
mailing it in the enclosed, postage prepaid and addressed envelope.
Any stockholder who has executed and returned a proxy and who for any
reason desires to revoke such proxy may do so at any time before the proxy is
exercised: (1) by delivering written notice prior to the Special Meeting to the
Secretary of the Company at the above address; (2) by voting the shares
represented by such proxy in person at the Special Meeting; or (3) by giving a
later dated proxy at any time before the voting at the Special Meeting.
Attendance at the Special Meeting will not, by itself, revoke a proxy.
Voting in Person
Even if you currently plan to attend the Special Meeting, we recommend that
you also submit your proxy so that your vote will be counted if you later decide
not to attend the Special Meeting. Shares held in street name may be voted in
person by you at the Special Meeting only if you obtain a signed proxy from the
record holder giving you the right to vote the shares.
What Constitutes a Quorum?
In order for business to be conducted at the Special Meeting, a quorum must
be present. A quorum consists of the holders of a majority of the shares of
common stock issued and outstanding on the record date and entitled to vote.
Shares of common stock represented in person or by proxy (including shares that
abstain or do not vote with respect to the matter to be voted upon) will be
counted for purposes of determining whether a quorum exists. If a quorum is not
present, the Special Meeting will be adjourned until a quorum is obtained.
What Vote is Required to Approve the Reverse Stock Split?
If a quorum exists, the reverse stock split will be approved if the
affirmative votes exceed the negative votes of the shares of common stock
represented at the meeting and entitled to vote.
How Will Votes be Counted?
You may vote "FOR," "AGAINST" or "ABSTAIN." If you "ABSTAIN," such
abstention shall be treated as shares that are present but that have not been
voted and accordingly, will be treated as a "no" vote in determining whether a
proposal is approved. If you sign your proxy card or broker voting instruction
card with no further instructions, your shares will be voted in accordance with
the recommendations of the Board ("FOR" the reverse stock split and in the
discretion of the proxy holders on any other matters that properly come before
the Special Meeting).
Broker "non-votes" and the shares as to which a stockholder abstains from
voting are included for purposes of determining whether a quorum of shares is
present at a meeting. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal, because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
If a quorum is present, the reverse stock split will be approved if the
affirmative votes exceed the negative votes of the shares of common stock
represented at the meeting and entitled to vote. In tabulating the votes on the
proposal, abstentions and broker non-votes will be treated as shares that are
present but that have not been voted and accordingly will be treated as
abstaining votes in determining whether the proposal is approved.
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PROPOSAL: TO AUTHORIZE A REVERSE
STOCK SPLIT OF PRINCETON'S COMMON STOCK
General Information
Our Board of Directors has unanimously adopted a resolution approving and
recommending to our stockholders for their approval, a proposal to authorize a
reverse split of the shares of our common stock at a ratio of 1 share for each
100 shares currently outstanding. The reverse stock split will reduce the number
of shares of our common stock issued and outstanding, but will not increase the
par value of our common stock, and will not change the number of authorized
shares of our common stock.
Reasons for the Reverse Stock Split
The purpose of the reverse stock split is to seek to increase the market
price per share of our common stock and facilitate the Company obtaining future
financing or acquiring a business opportunity through a merger or
reorganization. The Board believes that by giving effect to a reverse split, the
resulting decrease in the number of shares outstanding is likely to improve the
trading price of our common stock and will facilitate future financing or a
merger or reorganization by increasing the number of shares available for such
financing purposes or to effect such merger or reorganization.
Potential Risks of the Reverse Stock Split
If the Board does effect a reverse stock split there can be no assurance
that the bid price of our common stock will continue at a level in proportion to
the reduction in the number of outstanding shares resulting from the reverse
stock split. The market price of our common stock will also be based on our
financial performance, market condition and the market perception of our future
prospects, as well as other factors, many of which are unrelated to the number
of shares outstanding. If the reverse stock split is effected and the market
price of our common stock declines, the percentage decline as an absolute number
and as a percentage of our overall capitalization may be greater than would
occur in the absence of a reverse stock split. Furthermore, liquidity of our
common stock could be adversely affected by the reduced number of shares that
would be outstanding after the reverse stock split.
Potential Effects of the Reverse Stock Split
Pursuant to the reverse stock split, for each 100 shares of our common
stock, $.001 par value per share, that a stockholder holds immediately prior to
the effectiveness of the reverse stock split the stockholder will become a
holder of 1 share of our common stock, $.001 par value per share, after
consummation of the reverse stock split. There will be no fractional shares and
all fractional shares as a result of the reverse stock split will be rounded up
to the nearest whole share.
Accounting Matters
The reverse stock split will not affect the par value of our common stock.
As a result, on the effective date of the reverse stock split, the stated par
value capital on our balance sheet attributable to our common stock will be
reduced to approximately one-one hundredth of its present amount, and the
additional paid-in capital account shall be credited with the amount by which
the stated capital is reduced. The per share net income or loss and net book
value per share of our common stock will be increased because there will be
fewer shares of our common stock outstanding.
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Effect on Authorized and Outstanding Shares
We are currently authorized to issue a maximum of 100,000,000 shares of
common stock. As of December 19, 2007, there were 58,563,900 shares of our
common stock issued and outstanding. Although the number of authorized shares of
common stock will not change as a result of the reverse stock split, the number
of shares of common stock issued and outstanding will be reduced to a number
that will be approximately equal to (i) the number of shares of our common stock
issued and outstanding immediately prior to the effectiveness of the reverse
stock split, divided by (ii) 100. The issuance for any reason of additional
shares available as a result of the reverse stock split may dilute all existing
stockholders.
With the exception of the number of shares issued and outstanding, the
rights and preferences of the shares of our common stock prior and subsequent to
the reverse stock split will remain the same.
The reverse stock split will be effected simultaneously for all of our
common stock and the exchange ratio will be the same for all of our common
stock. The reverse stock split will affect all of our stockholders of common
stock uniformly and will reduce the stockholder's percentage ownership interests
in Princeton. Common stock issued pursuant to the reverse stock split will
remain fully paid and non-assessable.
Our common stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a
result, we are subject to periodic reporting and other requirements. The
proposed reverse stock split will not affect the registration of our common
stock under the Exchange Act.
Increase of Shares of Common Stock Available for Future Issuance
As a result of the reverse stock split, there will be a reduction in the
number of shares of our common stock issued and outstanding, and an associated
increase in the number of authorized shares which would be unissued and
available for future issuance after the reverse stock split. The increase in
available shares could be used for any proper corporate purpose approved by the
Board including, among other purposes, future business opportunity acquisitions
or financing transactions. It should also be noted that our Board of Directors
may possibly issue additional shares of our common stock that will be available
for issuance after the reverse stock split without the need for further
stockholder approval, unless such approval is specifically required by
applicable law or rules of any securities market in which our securities may be
traded.
Potential Anti-Takeover Effect
Although the increased proportion of unissued authorized shares to issued
shares could, under certain circumstances, have an anti-takeover effect (for
example, by permitting issuances that would dilute the stock ownership of a
person seeking to effect a change in composition of our Board or contemplating a
tender offer or other transaction for the combination of Princeton with another
company), the reverse stock split proposal is not being proposed in response to
any effort of which we are aware to accumulate our shares of common stock or
obtain control of us. Other than the reverse stock split proposal, our Board
does not currently contemplate recommending the adoption of any other proposals
or amendments to our Articles of Incorporation that could be construed to affect
the ability of third parties to take over or change the control of Princeton.
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Effectiveness of the Reverse Stock Split
The reverse stock split, if approved by our stockholders, will become
effective the day following the approval of our stockholders of the reverse
stock split (the "Effective Date").
Commencing upon the Effective Date, each certificate of our common stock
will be deemed for all corporate purposes to evidence ownership of the reduced
number of shares of common stock resulting from the reverse stock split. As soon
as practicable after the Effective Date, stockholders will be notified as to the
effectiveness of the reverse stock split and instructed as to how and when to
surrender their certificates representing shares of common stock prior to the
reverse stock split in exchange for certificates representing shares of common
stock after the reverse stock split. The exchange will be optional and
stockholders may retain their existing certificates which will be deemed to be
reduced by the reverse stock split. We intend to use Securities Transfer
Corporation as our exchange agent in effecting the exchange of the certificates
following the reverse stock split.
Fractional Shares
We will not issue fractional shares in connection with the reverse stock
split. Instead, any fractional share that results from the reverse stock split
will be rounded up to the next whole share. We are doing this so that we may
avoid the expense and inconvenience of issuing and transferring fractional
shares of our common stock as a result of the stock split. The shares do not
represent separately bargained for consideration.
Certain Federal Income Tax Consequences
The following discussion summarizing certain federal income tax
consequences is based on the Internal Revenue Code of 1986, as amended, the
applicable Treasury Regulations promulgated thereunder, judicial authority and
current administrative rulings and practices in effect on the date of this Proxy
Statement. 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.
The receipt of the common stock following the effective date of the reverse
stock split, including whole shares issued in lieu of fractional shares, solely
in exchange for the common stock held prior to the reverse stock split will not
generally result in a recognition of gain or loss to the stockholders. The
adjusted tax basis of a stockholder in the common stock received after the
reverse stock split will be the same as the adjusted tax basis of the common
stock held prior to the reverse stock split exchanged therefor, and the holding
period of the common stock received after the reverse stock split will include
the holding period of the common stock held prior to the reverse stock split
exchanged therefore. No gain or loss will be recognized by the Company as a
result of the reverse stock split.
Appraisal Rights
No appraisal rights are available under the Colorado Revised Statutes or
under our Articles of Incorporation or Bylaws to any stockholder who dissents
from the proposal to approve the reverse stock split.
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Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE REVERSE
STOCK SPLIT.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of December 19, 2007, there were 58,563,900 shares of common stock
outstanding. The following table sets forth certain information regarding the
beneficial ownership of the outstanding shares as of the date of this Proxy
Statement by (i) each person who is known by us to own beneficially more than 5%
of our outstanding common stock; (ii) each of our executive officers and
directors; and (iii) all of our executive officers and directors as a group.
Except as otherwise indicated, each such person has investment and voting power
with respect to such shares, subject to community property laws where
applicable.
Shares Shares
Name of Beneficial Owner Beneficially Owned Beneficially Owned
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Earnco M.P.P.P. (1) 7,301,015 12.47%
Mathis Family Partners Ltd. (1) 7,301,015 12.47%
Lazzeri Equity Partners 401-K Plan (2) 7,301,015 12.47%
Lazzeri Family Trust, Robert Lazzeri, Trustee (2) 7,301,015 12.47%
La Mirage Trust (3) 620,032 1.06%
Blueridge Consultants, Inc. Profit Sharing Plan (3) 7,301,016 12.47%
Brasel Charitable Remainder Trust (3) 6,680,981 11.41%
Miles Wynn 7,011,810 11.97%
(1) Earnest Mathis is the General Partner of Mathis Family Partners, Ltd. and
the trustee of Earnco M.P.P.P.
(2) Robert Lazzeri, the Company's sole officer and director, is also a trustee
of the Lazzeri Family Trust and the trustee of Lazzeri Equity Partners 401-K
Plan.
(3) Timothy J. Brasel is the trustee of the La Mirage Trust and the Brasel
Charitable Remainder Trust and President of Blueridge Consultants, Inc.
OTHER MATTERS
Inspector of Election
Robert Lazzeri, the Company's sole officer and director, will tabulate
the votes and act as the inspector of election.
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Stockholder Proposals and Director Nominations
If you would like to make a proposal at Princeton's 2008 annual
stockholders' meeting or any special meeting held in lieu of the 2008 annual
stockholders' meeting, you must comply with the notice provisions of Princeton's
Bylaws. To make such a proposal, you must give Princeton written notice
describing the proposal not less than ninety days or more than one hundred
twenty days before the scheduled date of the annual stockholder meeting and you
must be a record or beneficial stockholder at the time of the notice and
entitled to vote at such meeting. Such proposal will also need to comply with
Securities and Exchange Commission regulations regarding the inclusion of
stockholder proposals in company-sponsored proxy materials.
Costs of Solicitation
Princeton will pay the cost of preparing, assembling, printing, mailing and
distributing these proxy materials. In addition to the mailing of these proxy
materials, the solicitation of proxies or votes may be made in person, by
telephone or by electronic communication by our directors, officers and
employees, who will not receive any additional compensation for these
solicitation activities. We will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses
for forwarding proxy and solicitation materials to stockholders.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
December 30, 2007 Robert Lazzeri
Chief Executive Officer
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
PRINCETON ACQUISITIONS, INC.
TO BE HELD ____________, 2008
The undersigned hereby appoints Robert Lazzeri, as the lawful agent and
proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of common
stock of Princeton Acquisitions, Inc. held of record by the undersigned on
December 19, 2007, at the Special Meeting of Shareholders to be held
___________, 2008, or any adjournment or postponement thereof.
1. To consider and vote upon a 1 share for 100 shares reverse split of the
Company's common stock.
FOR _____ AGAINST _____ WITHHOLD VOTE _____
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned Shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH
IN 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, 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.
Dated:
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Print Name
PLEASE MARK, SIGN, DATE ----------------------------------------------------
AND RETURN THE PROXY Signature
PROMPTLY USING THE
ENCLOSED ENVELOPE.
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Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING OF
SHAREHOLDERS. |_|