SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
BARRICODE, INC.
________________________________________________
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
BARRICODE, INC.
[INSERT LOGO]
112 NORTH CURRY STREET
CARSON CITY, NEVADA 89703
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about March ___, 2009
to the holders of record as of the close of business on March ___, 2009 of the
common stock of Barricode, Inc. ("Barricode").
The Board of Directors of Barricode and 1 stockholder holding an aggregate of
15,000,000 shares of common stock issued and outstanding as of January 28, 2009,
have approved and consented in writing to the actions described below. Such
approval and consent constitute the approval and consent of a majority of the
total number of shares of outstanding common stock and are sufficient under the
Nevada Revised Statutes ("NRS") and Barricode's Articles of Incorporation and
Bylaws to approve the action. Accordingly, the actions will not be submitted to
the other stockholders of Barricode for a vote, and this Information Statement
is being furnished to stockholders to provide them with certain information
concerning the action in accordance with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations
promulgated thereunder, including Regulation 14C.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
Barricode will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. Barricode
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of Barricode's common stock.
Barricode will only deliver one Information Statement to multiple security
holders sharing an address unless Barricode has received contrary instructions
from one or more of the security holders. Upon written or oral request,
Barricode will promptly deliver a separate copy of this Information Statement
and any future annual reports and information statements to any security holder
at a shared address to which a single copy of this Information Statement was
delivered, or deliver a single copy of this Information Statement and any future
annual reports and information statements to any security holder or holders
sharing an address to which multiple copies are now delivered. You should direct
any such requests to the following address: Barricode, Inc., 112 North Curry
Street, Carson City, Nevada 89703, Attn: Thomas Delaney, President. Mr. Delaney
may also be reached by telephone at (775) 284-3769.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to Barricode's Bylaws and the Nevada Revised Statutes ("NRS"), a vote
by the holders of at least a majority of Barricode's outstanding capital stock
is required to effect the action described herein. Barricode's Articles of
Incorporation does not authorize cumulative voting. As of the record date,
Barricode had 17,475,000 shares of common stock issued and outstanding. The
voting power representing not less than 8,737,501 shares of common stock is
required to pass any stockholder resolutions. The consenting stockholder is the
record and beneficial owner of 15,000,000 shares of common stock, which
represents approximately 85.8% of the issued and outstanding shares of
Barricode's common stock. Pursuant to Chapter 78.320 of the NRS, the consenting
stockholder voted, with the Board of Directors, in favor of the actions
described herein in a joint written consent, dated January 28, 2009. No
consideration was paid for the consent. The consenting stockholder' name,
affiliation with Barricode, and his beneficial holdings are as follows:
2
BENEFICIAL HOLDER
NAME AND AFFILIATION SHARES BENEFICIALLY HELD PERCENTAGE
______________ ______________________ ___________________________ ______________
Thomas Delaney President, Secretary, 15,000,000 shares of common 85.8%
Treasurer and Director stock (common stock)
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 28, 2009, certain information
regarding the ownership of Barricode's capital stock by each director and
executive officer of Barricode, each person who is known to Barricode to be a
beneficial owner of more than 5% of any class of Barricode's voting stock, and
by all officers and directors of Barricode as a group. Unless otherwise
indicated below, to Barricode's knowledge, all persons listed below have sole
voting and investing power with respect to their shares of capital stock, except
to the extent authority is shared by spouses under applicable community property
laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options, warrants or convertible securities exercisable or convertible within 60
days of January 28, 2009 are deemed outstanding for computing the percentage of
the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person,
and is based on 17,475,000 shares of common stock issued and outstanding on a
fully diluted basis, as of January 28, 2009.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP PERCENT OF CLASS (2)
Thomas Delaney 15,000,000 shares 85.8%
President, Secretary, of common stock
Treasurer and Director
All officer and 15,000,000 shares 85.8%
directors as a group of common stock
(1 person)
(1) Unless otherwise noted, the address of each person listed is c/o Barricode,
Inc., 112 North Curry Street, Carson City, Nevada 89703
(2) This table is based on 17,475,000 shares of common stock issued and
outstanding on January 28, 2009.
EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our Chief Executive Officer and all other
executive officers (collectively, the "Named Executive Officers") in the fiscal
years ended April 30, 2008 and 2007:
3
SUMMARY COMPENSATION TABLE
NON-EQUITY NONQUALIFIED
NAME AND STOCK OPTION INCENTIVE PLAN DEFERRED ALL OTHER
PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION COMPENSATION COMPENSATION TOTAL
POSITION YEAR ($) ($) ($) * ($) * ($) ($) ($) ($)
____________________________________________________________________________________________________________________________________
Thomas Delaney; 2008 -0- -0- -0- -0- -0- -0- -0- -0-
President, 2007 -0- -0- -0- -0- -0- -0- -0- -0-
Secretary,
Treasurer and
Director (1)
<FN>
(1) Appointed President, Secretary, Treasurer and Director on April 3, 2006. As of January 28, 2009, Mr. Delaney has not received
any compensation represented by any category in this table during the fiscal year 2008 or 2009.
</FN>
EMPLOYMENT AGREEMENTS
The Company has no employment agreements with Thomas Delaney.
OTHER COMPENSATION
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of our company in the event of retirement at
normal retirement date as there was no existing plan as of December 31, 2007
provided for or contributed to by our company.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of December 31, 2007:
FEES NONQUALIFIED
EARNED NON-EQUITY DEFERRED
OR PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
IN CASH AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME ($) ($) ($) ($) ($) ($) ($)
____________________________________________________________________________________________________________________
Thomas Delaney (1) -0- -0- -0- -0- -0- -0- -0-
<FN>
(1) Appointed President, Secretary, Treasurer and Director on April 3, 2006. As of January 28, 2009, Mr. Delaney
has not received any compensation represented by any category in this table during the fiscal year 2008 or
2009.
</FN>
Directors of our company who are also employees do not receive cash compensation
for their services as directors or members of the committees of the Board of
Directors. All directors may be reimbursed for their reasonable expenses
incurred in connection with attending meetings of the Board of Directors or
management committees.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information concerning outstanding stock
awards held by the Named Executive Officers and our directors as of December 31,
2007:
4
OPTION AWARDS STOCK AWARDS
_______________________________________________________________________________ _________________________________________
EQUITY
EQUITY INCENTIVE
INCENTIVE PLAN
MARKET PLAN AWARDS:
VALUE AWARDS: MARKET
EQUITY OF NUMBER OR PAYOUT
INCENTIVE NUMBER SHARES OF VALUE OF
PLAN OF OR UNEARNED UNEARNED
AWARDS: SHARES UNITS SHARES, SHARES,
NUMBER OF NUMBER OF NUMBER OF OR UNITS OF UNITS OR UNITS OR
SECURITIES SECURITIES SECURITIES OF STOCK STOCK OTHER OTHER
UNDERLYING UNDERLYING UNDERLYING THAT THAT RIGHTS RIGHTS
UNEXERCISED UNEXERCISED UNEXERCISED OPTION HAVE HAVE THAT THAT
OPTIONS OPTIONS UNEARNED EXERCISE OPTION NOT NOT HAVE NOT HAVE NOT
(#) (#) OPTIONS PRICE EXPIRATION VESTED VESTED VESTED VESTED
NAME EXERCISABLE UNEXERCISABLE (#) ($) DATE (#) ($) (#) ($)
___________________________________________________________________________________________________________________________
Thomas
Delaney (1) -0- -0- -0- -0- N/A -0- -0- -0- -0-
<FN>
(1) As of January 28, 2009, Mr. Delaney has not received any options represented by any category in this table during the fiscal
year 2008 or 2009.
</FN>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Barricode has no equity compensation plans.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of
securities of Barricode which may result in a change in control of Barricode.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER
The following action was taken based upon the unanimous recommendation of
Barricode's Board of Directors and the written consent of the consenting
stockholder:
I. AMENDMENT ARTICLES OF INCORPORATION TO EFFECT A FORWARD STOCK SPLIT AT A
RATIO OF TWO-FOR-ONE
On January 28, 2009 the Board of Directors the consenting stockholder adopted
and approved a resolution to effect an amendment to our Articles of
Incorporation to effect a forward split of all issued and outstanding shares of
common stock, at a ratio of two-for-one (the "Forward Stock Split"). The Forward
Stock Split shall be effective twenty (20) days after this Information Statement
is mailed to stockholders of Barricode.
A table illustrating the Forward Stock Split and the amendment to increase the
number of shares of common stock in Bluebird Exploration's Certificate of
Incorporation (discussed below) is as follows:
5
NUMBER OF SHARES NUMBER OF SHARES OF NUMBER OF SHARES OF NUMBER OF SHARES OF
OF COMMON STOCK COMMON STOCK AUTHORIZED COMMON COMMON STOCK
ISSUED IN CERTIFICATE OF STOCK AUTHORIZED AND AUTHORIZED BUT
AND OUTSTANDING INCORPORATION RESERVED FOR ISSUANCE UNRESERVED FOR
ISSUANCE
____________________________________________________________________________________________________________________
Before forward stock
split and amendment to
Certificate of
Incorporation 17,475,000 75,000,000 -0- 57,525,000
After forward stock
split and amendment to
Certificate of
Incorporation 34,950,000 200,000,000 -0- 165,050,000
The Board of Directors also reserves the right, notwithstanding stockholder
approval and without further action by stockholders, to not proceed with the
Forward Stock Split if the Board of Directors, in its sole discretion,
determines that the Forward Stock Split is no longer in our best interests and
that of our stockholders. The Board of Directors may consider a variety of
factors in determining whether or not to implement the Forward Stock Split,
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the per share market price of the common
stock, business and transactional developments, and our actual and projected
financial performance.
Though the Forward Stock Split will not change the number of authorized shares
of common stock, the Board of Directors and the consenting stockholder have also
approved a resolution to effect an amendment to our Articles of Incorporation to
increase the number of authorized shares of common stock from 75,000,000 to
200,000,000, as discussed in more detail below. Except for any changes as a
result of the treatment of fractional shares, each stockholder of Barricode will
hold the same percentage of common stock outstanding immediately following the
Forward Stock Split as such stockholder held immediately prior to the split.
PURPOSE
The Board of Directors believed that it was in the best interests of Barricode
to implement the Forward Stock Split on the basis that the low number of issued
and outstanding shares of common stock of Barricode would likely not appeal to
brokerage firms and that when trading, the current projected per share price
level of our common stock will reduce the effective marketability of our common
stock because of the reluctance of many brokerage firms to recommend stock to
their clients or to act as market-makers for issuers which do not have a
sufficient number of shares of common stock issued and outstanding.
CERTAIN RISKS ASSOCIATED WITH THE FORWARD STOCK SPLIT
THERE CAN BE NO ASSURANCE THAT THE TOTAL PROJECTED MARKET CAPITALIZATION OF
BARRICODE'S COMMON STOCK AFTER THE PROPOSED FORWARD STOCK SPLIT WILL BE EQUAL TO
OR GREATER THAN THE TOTAL PROJECTED MARKET CAPITALIZATION BEFORE THE PROPOSED
FORWARD STOCK SPLIT OR THAT THE PER SHARE PRICE OF BARRICODE'S COMMON STOCK
FOLLOWING THE FORWARD STOCK SPLIT WILL EITHER EXCEED OR REMAIN HIGHER THAN THE
CURRENT ANTICIPATED PER SHARE.
There can be no assurance that the market price per new share of Barricode
common stock (the "New Shares") after the Forward Stock Split will rise or
remain constant in proportion to the reduction in the number of old shares of
Barricode common stock (the "Old Shares") outstanding before the forward stock
split.
Accordingly, the total market capitalization of Barricode's common stock after
the proposed forward stock split may be lower than the total market
capitalization before the proposed forward stock split and, in the future, the
market price of Barricode's common stock following the forward stock split may
not exceed or remain higher than the market price prior to the proposed forward
stock split. In many cases, the total market capitalization of a company
following a forward stock split is lower than the total market capitalization
before the forward stock split.
6
THERE CAN BE NO ASSURANCE THAT THE FORWARD STOCK SPLIT WILL RESULT IN A PER
SHARE PRICE THAT WILL ATTRACT INVESTORS.
A DECLINE IN THE MARKET PRICE FOR BARRICODE'S COMMON STOCK AFTER THE FORWARD
STOCK SPLIT MAY RESULT IN A GREATER PERCENTAGE DECLINE THAN WOULD OCCUR IN THE
ABSENCE OF A FORWARD STOCK SPLIT, AND THE LIQUIDITY OF BARRICODE'S COMMON STOCK
COULD BE ADVERSELY AFFECTED FOLLOWING A FORWARD STOCK SPLIT.
The market price of Barricode's common stock will also be based on Barricode's
performance and other factors, some of which are unrelated to the number of
shares outstanding. If the forward stock split is effected and the market price
of Barricode's common stock declines, the percentage decline as an absolute
number and as a percentage of Barricode's overall market capitalization may be
greater than would occur in the absence of a forward stock split. In many cases,
both the total market capitalization of a company and the market price of a
share of such company's common stock following a forward stock split are lower
than they were before the forward stock split. Furthermore, the liquidity of
Barricode's common stock could be adversely affected by the reduced number of
shares that would be outstanding after the forward stock split.
BARRICODE'S COMMON STOCK TRADES AS A "PENNY STOCK" CLASSIFICATION WHICH LIMITS
THE LIQUIDITY FOR BARRICODE'S COMMON STOCK.
Barricode's stock is subject to "penny stock" rules as defined in Exchange Act
Rule 3a51-1. The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. Barricode's common stock is
subject to these penny stock rules. Transaction costs associated with purchases
and sales of penny stocks are likely to be higher than those for other
securities. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system).
As a result, all brokers or dealers involved in a transaction in which
Barricode's shares are sold to any buyer, other than an established customer or
"accredited investor," must make a special written determination. These Exchange
Act rules may limit the ability or willingness of brokers and other market
participants to make a market in our shares and may limit the ability of
Barricode's stockholders to sell in the secondary market, through brokers,
dealers or otherwise. Barricode also understands that many brokerage firms will
discourage their customers from trading in shares falling within the "penny
stock" definition due to the added regulatory and disclosure burdens imposed by
these Exchange Act rules. These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for the common
shares in the United States and stockholders may find it more difficult to sell
their shares. An orderly market is not assured or implied as to Barricode's
common stock. Nor are there any assurances as to the existence of market makers
or broker/dealers for Barricode's common stock.
PRINCIPAL EFFECTS OF THE FORWARD STOCK SPLIT
In addition to those risk factors noted above, the Forward Stock Split will have
the following effects:
GENERAL CORPORATE CHANGE - (i) one (1) Old Share owned by a stockholder would be
exchanged for two (2) New Shares and (ii) the number of shares of Barricode's
common stock issued and outstanding will be increased proportionately based on
the Forward Stock Split.
If approved and effected, the forward stock split will be effected
simultaneously for all of Barricode's common stock. While the intent is for the
proposed forward split to affect all of Barricode's stockholders uniformly, the
process of rounding up when any of Barricode's stockholders own a fractional
share will result in a non-material change in each stockholder's percentage
ownership interest in Barricode.
The Forward Stock Split does not materially affect the proportionate equity
interest in Barricode of any holder of common stock or the relative rights,
preferences, privileges or priorities of any such stockholder.
FRACTIONAL SHARES - Any fractional shares of common stock resulting from the
forward split will "round up" to the nearest whole number. No cash will be paid
to any holders of fractional interests in Barricode.
7
AUTHORIZED SHARES - The forward split will not change the number of authorized
shares of common stock of Barricode, as states in Barricode's Articles of
Incorporation, as amended.
ACCOUNTING MATTERS - The Forward Stock Split will not affect the par value of
Barricode's common stock. As a result, as of the effective time of the Forward
Stock Split, the stated capital on Barricode's balance sheet attributable to
Barricode's common stock will be increased proportionately based on the Forward
Stock Split ratio, and the additional paid-in capital account will be credited
with the amount by which the stated capital is increased. The per share net
income or loss and net book value of Barricode's common stock will be restated
because there will be a greater number shares of Barricode's common stock
outstanding.
PROCEDURE FOR EFFECTING THE FORWARD STOCK SPLIT AND EXCHANGE OF STOCK
CERTIFICATES
Upon effectiveness of the forward stock split, each outstanding share of
Barricode will automatically be converted on the effective date at the
applicable forward stock split ratio. It will not be necessary for stockholders
of Barricode to exchange their existing stock certificates.
Certain of our registered holders of common stock may hold some or all of their
shares electronically in book-entry form with our transfer agent. These
stockholders do not have stock certificates evidencing their ownership of our
common stock. They are, however, provided with a statement reflecting the number
of shares registered in their accounts. If a stockholder holds registered shares
in book-entry form with our transfer agent, no action needs to be taken to
receive post-reverse stock split shares or cash payment in lieu of any
fractional share interest, if applicable. If a stockholder is entitled to
post-Forward Stock Split shares, a transaction statement will automatically be
sent to the stockholder's address of record indicating the number of shares of
common stock held following the reverse stock split.
FEDERAL INCOME TAX CONSEQUENCES OF THE FORWARD STOCK SPLIT
The following is a summary of certain material federal income tax consequences
of the Forward Stock Split. It does not purport to be a complete discussion of
all of the possible federal income tax consequences of the Forward Stock Split
and is included for general information only. Further, it does not address any
state, local or foreign income or other tax consequences. Also, it does not
address the tax consequences to holders that are subject to special tax rules,
such as banks, insurance companies, regulated investment companies, personal
holding companies, foreign entities, non-resident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the Old Shares were, and the New Shares will be, held as a
"capital asset," as defined in the Internal Revenue Code of 1986, as amended
(i.e., generally, property held for investment). The tax treatment of a
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. Each stockholder is urged to consult with such stockholder's
own tax advisor with respect to the tax consequences of the forward stock split.
No gain or loss should be recognized by a stockholder upon such stockholder's
exchange of Old Shares for New Shares pursuant to the forward stock split. The
aggregate tax basis of the New Shares received in the Forward Stock Split
(including any fraction of a New Share deemed to have been received) will be the
same as the stockholder's aggregate tax basis in the Old Shares exchanged
therefor. The stockholder's holding period for the New Shares will include the
period during which the stockholder held the Old Shares surrendered in the
forward stock split.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT
BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS
INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING
(WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR
MATTERS ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
8
Barricode's view regarding the tax consequences of the forward stock split is
not binding on the Internal Revenue Service or the courts. Accordingly, each
stockholder should consult with his or her own tax advisor with respect to all
of the potential tax consequences to him or her of the forward stock split.
II. AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON STOCK
On January 28, 2009 the Board of Directors the consenting stockholder adopted
and approved a resolution to effect an amendment to our Articles of
Incorporation to increase the number of shares of authorized common stock from
75,000,000 to 200,000,000. The par value of each such common stock shall is and
shall remain $0.001 per share. Such amendment is referred to herein as the
"Authorized Shares Amendment."
Currently, Barricode has 75,000,000 shares of common stock authorized, of which
17,475,000 shares are issued and outstanding. The Authorized Shares Amendment
shall be effective twenty (20) days after this Information Statement is mailed
to stockholders of Barricode; and thereafter, Barricode will have 200,000,000
shares of shares of common stock authorized for issuance, of which 165,050,000
will be available for issuance.
Any additional issuance of common stock could, under certain circumstances, have
the effect of delaying or preventing a change in control of Barricode by
increasing the number of outstanding shares entitled to vote and by increasing
the number of votes required to approve a change in control of Barricode. Shares
of common stock could be issued, or rights to purchase such shares could be
issued, to render more difficult or discourage an attempt to obtain control of
Barricode by means of a tender offer, proxy contest, merger or otherwise. The
ability of the Board of the Directors to issue such additional shares of common
stock could discourage an attempt by a party to acquire control of Barricode by
tender offer or other means. Such issuances could therefore deprive stockholders
of benefits that could result from such an attempt, such as the realization of a
premium over the market price that such an attempt could cause. Moreover, the
issuance of such additional shares of common stock to persons interests aligned
with that of the Board of Directors could make it more difficult to remove
incumbent managers and directors from office even if such change were to be
favorable to stockholders generally.
While the increase in the number of shares of common stock authorized may have
anti-takeover ramifications, the Board of Directors believes that the financial
flexibility offered by the amendment outweighs any disadvantages. To the extent
that the increase in the number of shares of common stock authorized may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
Barricode to negotiate directly with the Board of Directors, enabling the Board
of Directors to consider a proposed transaction in a manner that best serves the
stockholders' interests.
The Board believes that it is advisable and in the best interests of Barricode
to have available additional authorized but unissued shares of common stock in
an amount adequate to provide for Barricode's future needs. The unissued shares
of common stock will be available for issuance from time to time as may be
deemed advisable or required for various purposes, including the issuance of
shares in connection with financing or acquisition transactions. Barricode has
no present plans or commitments for the issuance or use of the proposed
additional shares of common stock in connection with any financing.
The Authorized Shares Amendment is not intended to have any anti-takeover effect
and is not part of any series of anti-takeover measures contained in any debt
instruments or the Articles of Incorporation or the Bylaws of Barricode in
effect on the date of this Information Statement. However, Barricode
stockholders should note that the availability of additional authorized and
unissued shares of common stock could make any attempt to gain control of
Barricode or the Board of Directors more difficult or time consuming and that
the availability of additional authorized and unissued shares might make it more
difficult to remove management. Barricode is not aware of any proposed attempt
to take over Barricode or of any attempt to acquire a large block of Barricode's
stock. Barricode has no present intention to use the increased number of
authorized common stock for anti-takeover purposes.
9
ADDITIONAL AND AVAILABLE INFORMATION
Barricode is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information
regarding the public reference facilities may be obtained from the SEC by
telephoning 1-800-SEC-0330. Our filings are also available to the public on the
SEC's website (www.sec.gov).
STATEMENT OF ADDITIONAL INFORMATION
Barricode's Annual Report on Form 10-K, as amended, for the year ended April 30,
2008; and Quarterly Reports on Form 10-Q, for the quarters ended July 31, 2008
and October 31, 2008 have been incorporated herein by this reference.
Barricode will provide without charge to each person, including any beneficial
owner of such person, to whom a copy of this Information Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).
All documents filed by Barricode pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Information Statement shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding Barricode should be addressed to Thomas Delaney,
President, at Barricode's principal executive offices, at: Barricode, Inc., 112
North Curry Street, Carson City, Nevada 89703, Attn: Thomas Delaney, President,
telephone (775) 284-3769.