SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
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
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Veridium Corporation
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(Name of Registrant as Specified In Its Charter)
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calculated and state how it was determined.)
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[ ] Fee paid previously with preliminary materials.
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VERIDIUM CORPORATION
535 West 34th Street, Suite 203
New York, NY 10001
INFORMATION STATEMENT
To the Holders of Our Voting Stock:
The purpose of this Information Statement is to notify you that the holder
of shares representing a majority of the voting power of Veridium Corporation
has given its written consent to a resolution adopted by the Board of Directors
of Veridium to amend the certificate of incorporation of Veridium so as to
change the name of the corporation to GS CleanTech Corporation. We anticipate
that this Information Statement will be mailed on June 27, 2006 to shareholders
of record. On or after July 17, 2006, the amendment to the Certificate of
Incorporation will be filed with the Delaware Secretary of State and become
effective.
Delaware corporation law permits holders of a majority of the voting power
to take shareholder action by written consent. Accordingly, Veridium will not
hold a meeting of its shareholders to consider or vote upon the proposed
amendment to Veridium's certificate of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
June 27, 2006 KEVIN KREISLER, Chief Executive Officer
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this shareholder
action at the close of business on June 14, 2006 (the "Record Date"). The table
below lists the authorized voting stock as of the Record Date, the number of
shares of each class that were outstanding on the Record Date, and the voting
power of each class.
Security Authorized Outstanding Voting Power
-------- ---------- ----------- ------------
Common Stock 250,000,000 250,000,000 250,000,000
Series D Preferred Stock 1,000,000 1,000,000 583,333,333
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833,333,333
The following table sets forth information regarding the voting stock
beneficially owned by any person who, to our knowledge, owned beneficially more
than 5% of any class of voting stock as of the Record Date. Mr. Kreisler is the
only officer and the only member of the Board of Directors of Veridium.
Amount and Nature of Beneficial Ownership
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Name and Address Percentage Series D Percentage Percentage of
of Beneficial Owner(1) Common of Class Preferred of Class Voting Power
- ------------------- --------- ----------- --------- ----------- ------------
Kevin Kreisler(2) -- 0% 1,000,000 100% 70%
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<FN>
(1) The address of each shareholder is c/o Veridium Corporation, 535 West 34th
Street, Suite 203, New York, NY 10001.
(2) All shares listed for Kevin Kreisler are owned of record by GreenShift
Corporation, of which Mr. Kreisler is Chairman and majority shareholder.
</FN>
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
The Board of Directors of Veridium has adopted a resolution to change the
name of the Corporation from Veridium Corporation to "GS CleanTech Corporation."
The holder of shares representing a majority of the voting power of Veridium's
outstanding voting stock has given its written consent to the resolution. Under
placeStateDelaware corporation law, the consent of the holder of a majority of
the voting power is effective as shareholders' approval. We will file the
Amendment with the Secretary of State of Delaware on or after July 17, 2006, and
it will become effective on the date of such filing (the "Effective Date").
The primary purpose of the name change is to represent more precisely
the nature of the Corporation's business. The Corporation is engaged in the
business of providing applied engineering and industrial design services to
improve resource utilization. The Corporation also holds the rights to a
patent-pending Clean Oil Extraction System(TM), which will provide the feedstock
for the production of biodiesel fuel. The Board of Directors and majority
shareholder have determined that the Corporation's name should reflect its
involvement in these "green" technologies.
Exchange of Stock Certificate
Certificates for the Corporation's common stock that recite the name
"Veridium Corporation" will continue to represent shares of the Corporation
after the Effective Date. If, however, a shareholder wishes to exchange his
certificate for a certificate reciting the name "GS CleanTech Corporation" after
the Effective Date, he may do so at his own expense by surrendering his
certificate to the Corporation's Transfer Agent with a request for a replacement
certificate and the appropriate stock transfer fee. Veridium's Transfer Agent
is:
American Stock Transfer & Trust Company
59 Maiden Lane - Plaza Level
New York, NY 10038
800-937-5449
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to the transaction described in this Information Statement.
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