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UNITED STATES
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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
DUJOUR PRODUCTS, INC.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
[ ] 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 the 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:
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DUJOUR PRODUCTS, INC.
West 2809 Longfellow
Spokane, Washington 99205
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 June 20, 2007 to
the holders of record as of the close of business on May 17, 2007, of the common
stock of Dujour Products, Inc. (the "Company" or "Dujour").
The Company's Board of Directors has approved, and one stockholder holding
42,000,000 shares of the 61,180,000 shares of common stock outstanding as of May
17, 2007, has 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 General Corporation Law and the Company's Bylaws to approve the action.
Accordingly, the action will not be submitted to the other stockholders of
Dujour for a vote. 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.
ACTION BY BOARD OF DIRECTORS AND
CONSENTING STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the following actions have been taken pursuant to a
written consent of the Board of Directors and the holder of a majority of the
shares of outstanding common stock as of May 17, 2007:
1. Ratification of the Company's Amended and Restated Articles of
Incorporation to change the name of the Company from "Dujour Products,
Inc." to "Endeavor Energy Corporation."
2. Ratification of the Company's Amended and Restated Articles of
Incorporation to increase the number of the Company's authorized
shares of common stock from 75,000,000 to 150,000,000.
3. Ratification of the Company's Amended and Restated Articles of
Incorporation to eliminate preemptive rights granted to common
stockholders.
4. Ratification of the Company's Amended and Restated Articles of
Incorporation to authorize 10,000,000 shares of preferred stock for
issuance with rights designated by the Company's Board of Directors at
its discretion.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the actions will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to all stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on July 11, 2007, however we cannot guarantee that
the actions will be effected by that date.
This Information Statement will serve as written notice to stockholders required
pursuant to the Nevada Revised Statutes.
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DISTRIBUTION OF INFORMATION STATEMENT
Dujour will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. Dujour will only
deliver, or cause to be delivered, one Information Statement to multiple
security holders sharing an address unless Dujour has received contrary
instructions from one or more of the security holders. Upon written or oral
request, Dujour will promptly deliver a separate copy of this Information
Statement 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 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: Dujour Products, Inc., c/o T.A. St. Denis & Associates
Inc., 677 - 999 Canada Place, Vancouver, BC V6C 3E1, Attn: Kelly B. Fielder,
President; Telephone (303) 506-1633
The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the common stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to Dujour's Bylaws and the Nevada General Corporation Act, a vote by
the holders of at least a majority of Dujour's outstanding common stock is
required to effect each of the actions described herein. Each share of common
stock entitles its holder to one vote on each matter submitted to the
stockholders. Dujour's Articles of Incorporation do not authorize cumulative
voting. As of May 17, 2007, the Company had 61,180,000 voting shares of common
stock issued and outstanding, of which 30,590,000 shares are required to pass
any stockholder resolutions. Dujour's single consenting stockholder is the
record and beneficial owner of 42,000,000 shares, which represents approximately
68.65% of the issued and outstanding shares of Dujour's common stock as of May
17, 2007. Pursuant to NRS 78.320 of the Nevada General Corporation Act, the
consenting stockholder voted in favor of the actions described herein in a
written consent, dated May 17, 2007. No consideration was paid for the consent.
No other stockholder consents will be solicited in connection with this
information statement. The consenting stockholders' name, affiliation with
Dujour, and beneficial holdings are as follows:
Name and address of Number of Shares Percentage of
Consenting Stockholder of Common Stock Common Stock
Adrian Crimeni 42,000,000 68.65%
Former Principal Executive Officer,
Former Principal Financial Officer,
Former President and Director
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive officer
or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the amendment of our Articles of
Incorporation.
PROPOSALS BY SECURITY HOLDERS
None.
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DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at May 29, 2007, with respect
to the beneficial ownership of shares of common stock by (i) each person known
to us who owns beneficially more than 5% of the outstanding shares of common
stock, (ii) each of our Directors, (iii) each of our Executive Officers and (iv)
all of our Executive Officers and Directors as a group. Unless otherwise
indicated, each stockholder has sole voting and investment power with respect to
the shares shown. As of May 29, 2007, we had 61,180,000 shares of common stock
issued and outstanding.
Title of class Name and address of Number of Percentage
beneficial owner Shares of of Common
Common Stock Stock (1)
DIRECTORS
AND OFFICERS
Common Stock Kelly B. Fielder
Principal Executive Officer,
Principal Financial Officer, - -
President, Secretary and
Treasurer
598 - 999 Canada Place,
Vancouver, BC V6C 3E1
Common Stock J. Douglas Brown 200,000 (2) 00.33%
Director
16E Les Roseyres, Gron1882
Vand, Switzerland
Common Stock All Officers and Directors 200,000 00.33%
as a group (total of 2)
GREATER THAN 5%
SHAREHOLDERS
Common Stock Adrian Crimeni 42,000,000 68.65%
Former Principal Executive
Officer, Former Principal
Financial Officer, Former
President and Former Director
7744 Morley Street
Burnaby, B.C., V5E 2K5
Canada
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person's actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on May
29, 2007.
(2) Comprised of 100,000 shares of common stock and 100,000 shares of common
stock issuable upon the exercise of a stock purchase warrant at a price of $1.75
per share expiring March 2, 2009.
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CHANGES IN CONTROL
None.
VOTING PROCEDURES
Pursuant to Nevada corporate laws, the affirmative vote of the holders of a
majority of our outstanding voting stock is sufficient to amend our Articles of
Incorporation, which vote was obtained by majority written consent of the
holders of the issued and outstanding shares of our common stock on May 17,
2007. As a result, the amended Articles of Incorporation were approved and no
further votes will be needed.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
On May 17, 2007, our Board of Directors and a holder of a majority of the
Company's shares of common stock approved the Company's Amended and Restated
Articles of Incorporation to:
1. Change the name of the Company from "Dujour Products, Inc." to
"Endeavor Energy Corporation";
2. Increase the authorized number of common shares from 75,000,000 to
150,000,000;
3. Eliminate preemptive rights granted to common stockholders; and
4. Authorize 10,000,000 shares of preferred stock for issuance under
terms designated by the Company's Board of Directors at its
discretion.
The Amended and Restated Articles of Incorporation and the Consent Resolution of
the consenting Stockholder are annexed hereto as Exhibit "A" and Exhibit "B",
respectively.
REASONS FOR THE PROPOSED CHANGES AND GENERAL EFFECT UPON EXISTING SECURITY
HOLDERS
1. Change of Corporate Name - The Board of Directors believes that the
name change is in the best interest of the Company as the new name better
reflects the long-term growth strategy of the Company, including, the expanded
acquisition strategy for the acquisition of oil and gas assets which management
intends to pursue.
2. Increase in the Number of Authorized Common Shares - We have no
specific plans for the issuance of additional shares of common stock. However,
the Board of Directors believes that the proposed increase is desirable so that,
as the need may arise, we will have more financial flexibility and be able to
issue additional shares of common stock without the expense and delay associated
with a special shareholders' meeting, except where shareholder approval is
required by applicable law or stock exchange regulations. The additional shares
of common stock might be used, for example, in connection with an expansion of
our business through investments or acquisitions, sold in a financing
transaction or issued under an employee stock option, savings or other benefit
plan or in a stock split or dividend to shareholders. The Board of Directors
does not intend to issue any shares except on terms that it considers to be in
the best interests of the Company and its stockholders.
The additional shares of common stock for which authorization is sought are a
part of the existing class of common stock. If and when issued, these shares
would have the same rights and privileges as the shares of common stock
presently outstanding.
The issuance of additional shares could reduce existing shareholders' percentage
ownership and voting power in the Company and, depending on the transaction in
which they are issued, could affect the per share book value or other per share
financial measures.
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Although the proposed amendment is not intended to be an anti-takeover measure,
stockholders should note that, under certain circumstances, the additional
shares of common stock could be used to make any attempt to gain control of the
Company or the Board of Directors more difficult or time-consuming. Any of the
additional shares of common stock could be privately placed with investors who
might side with the Board of Directors in opposing a hostile takeover bid. It is
possible that such shares could be sold with or without an option, on our part,
to repurchase such shares, or on the part of the purchaser, to put such shares
to us.
The amendment to increase the authorized shares of common stock might be
considered to have the effect of discouraging an attempt by another person or
entity, through the acquisition of a substantial number of shares of our capital
stock, to acquire control of us, since the issuance of the additional shares of
common stock could be used to dilute the stock ownership of a person or entity
seeking to obtain control and to increase the cost to a person or entity seeking
to acquire a majority of the voting power of the Company. If so used, the effect
of the additional authorized shares of common stock might be (i) to deprive
stockholders of an opportunity to sell their stock at a temporarily higher price
as a result of a tender offer or the purchase of shares by a person or entity
seeking to obtain control of us or (ii) to assist incumbent management in
retaining its present position.
3. Removal of Preemptive Rights Granted to Common Stockholders - Our
Articles of incorporation granted stockholders of the Company a preemptive
right, on uniform terms and conditions prescribed by the Board of Directors, to
a fair and reasonable opportunity to exercise the right to acquire proportional
amounts of our unissued shares whenever such shares were issued. This preemptive
right was limited by the provisions of NRS 78.267.
The Board of Directors believes the preemptive rights provision could present a
procedural barrier to the consummation of certain acquisitions, financings and
other transactions that require the issuance of stock by the Board of Directors
because the Company must offer its stockholders the right to participate in the
issuance of stock and convertible securities to which preemptive rights
provisions apply, or obtain a waiver of such preemptive rights before the
Company may issue stock. Because the Company's stock is publicly traded and the
number of its stockholders is expected to increase, our Board of Directors
believes the elimination of the preemptive rights provision of our Articles of
Incorporation is advisable as it would allow the Company to respond more quickly
and efficiently to potential business opportunities and improves our ability to
pursue important business objectives designed to enhance stockholder value and
provide the Company greater flexibility to use its capital stock for various
business purposes such as acquisitions and capital raising.
4. Authorization of Preferred Shares - We have no specific plans for the
issuance of preferred stock. However, the Board of Directors believes that the
proposed authorization is desirable so that, as the need may arise, we will have
the flexibility to issue preferred stock in connection with the financing we
require to pursue our business plan. The current authorization of preferred
stock would allow the Company to utilize preferred stock in connection with its
financing efforts without the expense and delay associated with a special
shareholders' meeting, except where shareholder approval is required by
applicable law or stock exchange regulations. The shares of preferred stock
might be used, for example, in connection with an expansion of our business
through investments or acquisitions, or sold in a financing transaction. The
Board of Directors does not intend to issue any shares except on terms that it
considers to be in the best interests of the Company and its stockholders.
The shares of preferred stock authorized would constitute a new class of capital
stock. Since the rights, terms or conditions associated with the issuance of the
preferred stock cannot currently be projected, this authorization gives the
Board of Directors the right to designate such rights, terms and conditions at
its discretion.
The issuance of additional shares could reduce existing shareholders' percentage
ownership and voting power in the Company and, depending on the transaction in
which they are issued, could affect the per share book value or other per share
financial measures.
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Although the proposed amendment is not intended to be an anti-takeover measure,
stockholders should note that, under certain circumstances, the shares of
preferred stock could be used to make any attempt to gain control of the Company
or the Board of Directors more difficult or time-consuming. Any of the
additional shares of preferred stock could be privately placed with investors
who might side with the Board of Directors in opposing a hostile takeover bid.
It is possible that such shares could be sold with or without an option, on our
part, to repurchase such shares, or on the part of the purchaser, to put such
shares to us.
The amendment to authorize preferred shares might be considered to have the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of shares of our capital stock, to acquire
control of us, since the issuance of preferred shares could be used to dilute
the stock ownership of a person or entity seeking to obtain control and to
increase the cost to a person or entity seeking to acquire a majority of the
voting power of the Company. If so used, the effect of the additional authorized
shares of preferred stock might be (i) to deprive stockholders of an opportunity
to sell their stock at a temporarily higher price as a result of a tender offer
or the purchase of shares by a person or entity seeking to obtain control of us
or (ii) to assist incumbent management in retaining its present position
ADDITIONAL AND AVAILABLE INFORMATION
Dujour is subject to the informational filing requirements of the Exchange Act
and, in accordance therewith, is required to file periodic reports with the SEC.
Such reports may be obtained from the SEC's website (www.sec.gov). Dujour will
provide without charge to each person to whom a copy of this Information
Statement has been delivered, on written request to the contact address provided
herein, a copy of any of the documents we file with the SEC.
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2006,
and its quarterly report for the three month period ended March 31, 2007, both
including financial statements, is being mailed with this Information Statement.
The Form 10-KSB and Form 10-QSB for the quarter ended March 31, 2007, have been
incorporated herein by this reference. All documents filed by the Company
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 the Company should be addressed to : Dujour Products,
Inc., c/o T.A. St. Denis & Associates Inc., 677 - 999 Canada Place, Vancouver,
BC V6C 3E1, Attn: Kelly B. Fielder,, Chief Executive Officer; Telephone (303)
506-1633.
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of this Amendment and
Restatement. Your consent to the Amendment and Restatement is not required and
is not being solicited in connection with this action. This Information
Statement is intended to provide our stockholders information required by the
rules and regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE ASKED NOT TO SEND US A PROXY. THE
ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY
For the Board of Directors,
/s/ Kelly B. Fielder
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Kelly B. Fielder, President
Spokane, Washington
June 18, 2007
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EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF DUJOUR PRODUCTS, INC.
For Nevada Profit Corporations
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(Pursuant to N.R.S. 78.403)
Article I:
The name of the corporation is "Endeavor Energy Corporation."
Article II:
The name and address of the Resident Agent for the service of process is:
Capitol Corporate Services, Inc.
202 S. Minnesota Street
Carson City, Nevada 89703
Article III:
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
Article IV:
The total number of shares of authorized capital stock of the Corporation shall
consist of one hundred fifty million (150,000,000) shares of common stock at
..001 par value and 10,000,000 shares of preferred stock with terms to be
designated at the discretion of the Corporation's Board of Directors.
Article V:
The name and address of the member(s) of the Board of Directors is:
J. Douglas Brown
16E Les Roseyres, Gron1882
Vand, Switzerland
ARTICLE VI:
The liability of the directors, officers or stockholders for damages or breach
of fiduciary duty as a director or officer is hereby eliminated pursuant to NRS
78.037 except for acts or omissions which involve intentional misconduct, fraud
or knowing violation of law; or the payments of distributions in violation of
NRS 78.300.
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ARTICLE VII:
Every person who was or is a party to or is threatened to be made a party to, or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any by-law,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
_________________________________
Kelly B. Fielder, President
Spokane, Washington
July, ____, 2007
The Board of Directors has passed a resolution adopting the proposed Amendment
and Restatement of the Company's Articles of Incorporation.
The vote by which stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power have voted in favor of the
amendment is: 68.65% of all of the outstanding common stock entitled to vote.
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EXHIBIT B
DUJOUR PRODUCTS, INC.
(The "Company")
CONSENT RESOLUTIONS OF STOCKHOLDER
Pursuant to the provisions of Section 78.320 of the Nevada Revised Statutes, and
in lieu of a special meeting of the shareholders of the Company, I the
undersigned holding by ownership or proxy a majority of the voting power of the
stockholders of the Company, do hereby consent to and approve in writing the
following resolutions being passed as of the 17 th day of May, 2007.
WHEREAS:
A. A written consent of the directors of the Company, dated May 17th,
2007, declared the advisability of adopting an amendment to the
Company's Articles of Incorporation to:
i. Change the name of the Company from Dujour Products, Inc. to
Endeavor Energy Corporation; and
ii. Change the number of the Company's authorized shares of common
stock available for issuance from 75,000,000 to 150,000,000; and
iii. Eliminate preemptive rights granted to common stockholders; and
iv. Authorize 10,000,000 shares of preferred stock for issuance with
rights designated by the Company's Board of Directors at its
discretion.
B. The Articles of Incorporation and the Nevada Revised Statutes require
a simple majority vote of the stockholders to adopt an amendment to
the Articles of Incorporation; and
C. The total issued and outstanding shares of the Company as of May,
17th, 2007 is sixty one million one hundred eighty thousand
(61,180,000) shares.
BE IT RESOLVED that the stockholders hereby adopt the amendment to the Company's
Articles of Incorporation to:
A. Change the name of the Company from Dujour Products, Inc. to Endeavor
Energy Corporation; and
B. Change the number of the Company's authorized shares of common stock
available for issuance from 75,000,000 to 150,000,000; and
C. Eliminate preemptive rights granted to common stockholders; and
D. Authorize 10,000,000 shares of preferred stock for issuance with
rights designated by the Company's Board of Directors at its
discretion.
Each undersigned stockholders hereby waives notice in connection with this
resolution and the matters considered, authorized, and approved herein. These
resolutions may be signed by the stockholders in any number of counterparts, and
may be delivered by facsimile, each of which when delivered shall be deemed to
be an original and all of which together shall constitute one instrument.
/s/ Adrian Crimeni Number of Shares: 42,000,000
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Adrian Crimeni, Stockholder
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