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
FILED BY THE REGISTRANT [X]
FILED BY PARTY OTHER THAN THE REGISTRANT [_]
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
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NEPTUNE INDUSTRIES, 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 O-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to exchange act rule 0-11:
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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 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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For Additional Information Contact:
Ernest Papadoyianis, President
Neptune Industries, Inc.
2234 N. Federal Highway, Suite 372
Boca Raton, FL. 33431
(561)-482-6408
NEPTUNE INDUSTRIES, INC.
2234 N. Federal Highway
Suite 372
Boca Raton, FL 33431
(561) 482-6408
November ___, 2005
To Our Stockholders:
The purpose of this information statement is to inform the
holders of record of shares of our common stock and preferred
stock, as of the close of business on the record date, November
15, 2005, that our board of directors has recommended, and that
a majority of our stockholders intend to vote in favor of,
resolutions which will accomplish the following:
1. Elect a board of directors composed of five members
for the following year. The Board of Directors has nominated the
following, all of whom are currently directors of the Company:
Ernest D. Papadoyianis
Xavier T. Cherch
James Harvey
Gregory A. Lewbart
Don Tewksbury
2. Amend our articles of incorporation to increase the
number of our authorized shares of common stock to One Hundred
Million (100,000,000) shares.
3. Ratify the selection of Dohan & Company CPAs, PC as
our independent public accountants for the fiscal year ending
June 30, 2006.
We have consenting stockholders who hold 6,226,824 shares
of our common stock, and 5,000,000 shares of our preferred
stock, which represent 6,000,000 votes on a par with our common
stock, who have consented in writing to these resolutions. These
consents represent 57.71 percent of our common shares outstanding,
100 percent of each of our Class A and Class B shares outstanding,
and together represent 12,226,824 votes of a total of 17,015,875
votes of all of our outstanding shares, or 71.86 percent of all
votes. Under Florida law, written consent of a majority vote of
shareholders is sufficient to adopt the resolutions in question,
without a formal meeting of shareholders.
Pursuant to our certificate of designations establishing
Series A preferred stock, each share of the 1,500,000 shares of
currently issued and outstanding Series A preferred stock may be
converted into 1.6667 fully paid and non-assessable shares of our
common stock. On all matters submitted to a vote of the holders
of the common stock, including, without limitation, the
election of directors, a holder of shares of the preferred
stock is entitled to the number of votes on such matters equal
to the number of shares of the preferred stock held by such
holder, multiplied by 1.6667. Therefore, the holders of the Class
A preferred shares will have the power to vote 2,500,000 shares
on a par with the common stock.
In addition, pursuant to the certificate of designations
establishing Series B preferred stock, each of the
3,500,000 shares of currently issued and outstanding Series B
preferred stock may be converted into 3,500,000 fully paid and
nonassessable shares of our common stock. On all matters
submitted to a vote of the holders of the common stock,
including, without limitation, the election of directors, a
holder of shares of the preferred stock is entitled to the
number of votes on such matters equal to the number of shares of
the preferred stock held by such holder. Therefore, the holders
of the Class B preferred shares will have the power to vote
3,500,000 shares on a par with the common stock.
The holders of the Class A and Class B preferred stock and
shareholders holding 6,226,824 shares of our common stock, out of
10,789,051 common shares outstanding on the record date, have
indicated that they intend to consent in writing to elect the
candidates for directors listed above, to approve the amendments to
our articles of incorporation, and to ratify the appointment of Dohan
& Company, CPAs, PC. These shareholders together have the power to
pass the proposed resolutions without the concurrence of any of our
other stockholders.
This information statement is being mailed on or about
December 2, 2005 to all stockholders of record as of November 15,
2005.
We appreciate your continued interest in Neptune
Industries, Inc.
Very truly yours,
/s/Ernest Papadoyianis
--------------------------
Ernest Papadoyianis
President
NEPTUNE INDUSTRIES, INC.
2234 N. Federal Highway, Suite 372
Boca Raton, FL. 33034
(561)-482-8408
INFORMATION STATEMENT
This information statement is furnished to the holders of
record at the close of business on November 15, 2005 (the
record date), of the outstanding common stock and preferred
stock of Neptune Industries, Inc., pursuant to Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as
amended, in connection with an action that the holders of the
majority of the votes of our stock intend to take by written
consent to effect the following corporate actions:
1. Elect a board of directors composed of five members for the
following year. Management has nominated Ernest D. Papadoyianis,
Xavier T. Cherch, Don Tewksbury, James M. Harvey and Gregory A.
Lewbart, as directors.
2. Amend our articles of incorporation to increase the
number of our authorized shares of common stock to 100,000,000
shares.
3. Ratify the selection of Dohan & Company CPAs, PC as our
independent public accountants for the fiscal year ending June
30, 2006.
This information statement will be sent on or about December 2,
2005 to our stockholders of record as of November 15, 2005
who do not sign the majority written consent described herein.
A copy of our 2005 Annual Report to Stockholders on Form 10-KSB
for the fiscal year ended June 30, 2005, including the financial
statements, schedules and list of exhibits, is enclosed with
this information statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND A PROXY.
VOTING SECURITIES
In accordance with our bylaws, our board of directors has
fixed the close of business on November 15, 2005 as the
record date for determining the stockholders entitled to
notice of the above noted action. Under Florida law, the five
nominees receiving the greatest number of votes cast by the
holders of our voting stock will be elected as directors.
The amendments to our articles of incorporation require the
affirmative vote of a majority of the shares of our common
stock and preferred stock issued and outstanding at the time
the vote is taken. The ratification of the accountants
requires the majority of the votes cast once a quorum is
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present. The quorum necessary to conduct business of the
stockholders consists of a majority of the common and preferred
stock issued and outstanding as of the record date. As of the
record date, 10,789,051 shares of our common stock were
issued and outstanding, 1,500,000 shares of our Series A
preferred stock were outstanding, and 3,500,000 shares of our
Series B preferred stock were outstanding.
Each share of our common stock outstanding entitles the
holder to one vote on all matters brought before the common
stockholders. Each share of our Series A preferred stock
entitles the holder to one vote on all matters brought
before the Series A preferred stockholders and 1.6667 votes
on all matters brought before the common stockholders. Each
share of our Series B preferred stock entitles the holder to
one vote on all matters brought before the Series B
preferred stockholders and one vote on all matters brought
before the common stockholders
We have consenting stockholders (the Consenting
Stockholders), who hold 6,226,824 shares of our common stock,
1,500,000 shares of our Series A preferred stock representing
2,500,000 votes on a par with our common shares, and 3,500,000
shares of our Series B preferred stock representing 3,500,000
votes on a par with our common shares. Therefore, the Consenting
Stockholders will have the power to vote 12,226,824 shares
of our voting stock which number represents a majority (71.86
percent)of the 17,015,875 outstanding votes of our voting stock
as of the record date. The Consenting Stockholders will vote to
elect the directors, for the amendment to our articles of
incorporation, and for the ratification of the appointment of
Dohan & Company CPAs, PC LLP. The Consenting Stockholders will
have the power to pass the proposed corporate actions without
the concurrence of any of our other stockholders.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this
information statement, including the costs of printing and
mailing. In addition, we will only deliver one information
statement to multiple security holders sharing an address,
unless we have received contrary instructions from one or more
of the security holders. Also, we will promptly deliver a
separate copy of this information statement and future
stockholder communication documents 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 future stockholder communication
documents to any security holder or holders sharing an address
to which multiple copies are now delivered, upon written
request to us at our address noted above.
Security holders may also address future requests regarding
delivery of information statements and/or annual reports by
contacting us at the address noted above.
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DISSENTERS' RIGHT OF APPRAISAL
No action will be taken in connection with the proposals by
our board of directors or the voting stockholders for
which Florida law, our articles of incorporation, or bylaws
provide a right of a stockholder to dissent and obtain appraisal
of, or payment for, such stockholder's shares.
BACKGROUND
We were formed in Florida in May, 1998 under the name Neptune
Aquaculture, Inc. In February, 2004, we changed our name to
Neptune Industries, Inc. Our common shares have been listed for
trading on The Pink Sheets since January, 2002. In June, 2005,
we became a public reporting company under Section 12(g) of the
Securities Exchange Act of 1934 as a result of our merger with
Move Films, Inc.
ELECTION OF DIRECTORS
A board of five directors is to be elected at the meeting to
hold office until the next annual meeting or until their
successors are elected. The five nominees receiving the
highest number of votes are elected once a quorum is present
and voting. All of our directors are elected annually for a
one year term. Certain information concerning the nominees for
election as directors is set forth below.
VOTE REQUIRED
The five directors who receive a plurality of the stockholder
votes will be elected to our board of directors.
NOMINEES
The following table sets forth information concerning each
nominee as well as each director, officer, and each non-director
executive officer continuing in office:
NAME AGE POSITION SINCE
- ---- --- -------- -----
Ernest Papadoyianis 46 President, director and chief executive officer 1998
Xavier T. Cherch 68 Secretary, director and chief operating officer 1998
Robert Hipple 60 Chief financial officer and general counsel 2004
Gregory A. Lewbart 46 Director 1998
Don C. Tewksbury 56 Director 1998
James M. Harvey 61 Director 2002
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ERNEST D. PAPADOYIANIS, CEO, PRESIDENT and CHAIRMAN
Mr. Papadoyianis, has been an active figure in
seafood/aquaculture for over twenty-two years. He has
successfully implemented his production strategies in a
diversity of aquaculture businesses throughout the world. He is
the founder of Exotic Reef Technologies, Inc., and Marcon
Development Corporation, and co-founder of Taurus Investments,
Ltd. and Aquaculture Specialties, Inc. Mr. Papadoyianis was a
former Director in S.M.A.R.T., Inc. and The Watermark
Corporation. He is also a member of the Board of Directors of
the Striped Bass Growers Association, where he represents that
sector of the industry. He has appeared in, and has been
interviewed for, numerous industry publications including Fish
Farming News, Fish Farming International and the South Florida
Business Journal.
Over the last 15 years, Mr. Papadoyianis has engaged in
the development and capitalization of emerging businesses. He
had structured management teams and directed activities for new
product development, design and engineering of new technology
applications, website and CD marketing and promotional
development, and international sales.
Mr. Papadoyianis has a Masters Degree in Biology from
Northeastern University. During this time, he was an integral
part of a U.S. government funded research team which involved
the New England Aquarium, and explored the affects of drilling
muds on benthic marine life. Shortly after the completion of
this study, he was invited to join a U.S. government funded
research team from Harvard University. The team was formed to
conduct an oceanographic and ecological impact study on a U.S.
Nuclear Defense testing island in the South Pacific.
Mr. Papadoyianis has served as a production supervisor
for a number of aquaculture businesses including S.P.
Engineering, Quality Pet Supply, O?Beirne Wholesale, and
Aqualife Research Corporation. In this capacity, he has
initiated hatchery protocol for the breeding, production and
sale of over 60 species of freshwater and marine fish and
shrimp. Included in these are certain food species including
rainbow trout, coho salmon, tilapia, freshwater prawns, and
bluegills. He also developed his own hatchery business in 1987
under Quality Pet Supply, where he supplied the bio-assay market
with marine fish and shrimp for environmental testing.
Throughout his career, Mr. Papadoyianis has succeeded
in overcoming production problems at a diversity of aquaculture
operations. His experience and technological know-how led to
dramatic production increases at all of his engagements, in
addition to improvements in survival, growth, coloration, and
elimination of disease. His experience with numerous fish and
shrimp species has allowed him to become a pioneer in the
culture of a number of new species on the commercial level as
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well. At the executive level, Mr. Papadoyianis has developed
and written fish farming protocols for the commercial production
of various seafood, research, and tropical fish species.
Mr. Papadoyianis has consulted on a variety of
existing and potential farming businesses throughout the
Caribbean, North America, and Europe.
XAVIER T. (SAL) CHERCH, CHIEF OPERATING OFFICER
Mr. Cherch, age 68, has over 45 years of business
experience in developing, initiating, and operating companies in
a broad range of industries. Over the last eight years, he has
devoted himself exclusively to the aquaculture industry. He is
the co-founder of Taurus Investments, Ltd. and Aquaculture
Specialties, Inc. He has served in an executive capacity for a
number of privately held and public companies including Ford
Motor Company. Mr. Cherch is the President and founder of Landa
Financial Group, Inc. This investment and holding company has
interests in the electronic security and access control industry
including Low Voltage Systems, Inc., Holiday Springs Alarms, and
Security Consultants. He is the founder of Quest International,
Inc. and Meter Maid, Inc., and is the former owner of Corporate
Consultants, Inc.
Mr. Cherch has been responsible for the formation and
funding of several private companies, which he brought to the
public as IPOs. He founded and was CEO of National Early Warning
Systems, Inc. (N.E.W.S.), OTC, National Electronics and Design,
Inc., OTC, and served as an executive officer of Lancer
Industries, Inc., AMEX. Mr. Cherch was instrumental in the
design and patenting of several products for Lancer Industries
and its subsidiary Universal Fiberglass Industries, Inc. These
products were the basis upon which both companies built
manufacturing and distribution networks in the United States and
Europe. In addition, Mr. Cherch owns or has patents pending on
several other products.
Mr. Cherch attended Seton Hall University and Montclair
State Teachers College.
ROBERT HIPPLE, CHIEF FINANCIAL OFFICER
Robert Hipple, age 60, is an attorney, law
professor and senior executive with 35 years experience as
president and chief executive officer, chief financial officer
and general counsel, as well as a director, for several public
(NYSE, AMEX and NASDAQ) companies. He also has extensive
experience with public mergers, acquisitions and capital
raising, along with personal relations with investment banks,
broker/dealers, and market makers, and has taught both taxation
and/or federal securities law at Georgetown University Law
School, Emory University Law School, the University of San Diego
School of Law and Florida A&M University College of Law. He
serves as Chairman and CEO of iWorld Projects & Systems, Inc., a
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publicly traded Business Development company under the
Investment Company Act of 1940. Mr. Hipple also has been
President of iTrustFinancial, Inc., a Florida based business
consulting company since June, 2003, has been a Visiting
Professor of Law at Florida A&M University College of Law, was
President and CEO of International Trust & Financial Systems,
Inc., a publicly traded financial services company in 2002 and
2003 and was Senior Vice President and General Counsel of
Enesco, Inc., a New York Stock Exchange listed company from
August 1999 to April 2001.
Mr. Hipple received a B.A. degree in Economics and
Finance from Wesleyan University, a J.D. and LLM degrees from
Georgetown University Law Center, and completed the MBA program
in finance at Emory University School of Business.
DR. GREGORY A. LEWBART, M.S., V.M.D., DIRECTOR
Dr. Lewbart, age 46, is an Assistant Professor of Aquatic
Medicine at North Carolina State University, College of
Veterinary Medicine, in Raleigh, N.C. He is the current Chairman
of the International Association for Aquatic Animal Medicine,
and the Program Chairman of the Aquatic Medicine Sections
of the American Association of Zoo Veterinarians, and the North
American Veterinary Conference. Dr. Lewbart has previously
served as President of the University Of Pennsylvania Wildlife
Service; the Philadelphia Herpetological Society; and The
Massachusetts Herpetological Society.
Dr. Lewbart has been active throughout the last decade
diagnosing and treating freshwater and marine tropical fish
diseases. In 1988, he was employed as the corporate
veterinarian of OBeirne Tropical Fish, Inc. and Greenway Farms,
Inc. where he also managed the tropical fish wholesale
operations and conducted experimentation on disease
prophylaxis, nutrition, shipping solutions, and parasite and
disease eradication. In 1993, he began his current position at
North Carolina State University where he regularly lectures
throughout the United States and internationally on fish
diseases and related aquatic medicine.
DON C. TEWKSBURY, DIRECTOR
Mr. Tewksbury, age 56, is the founder and President of New
England Pet Centers whose subsidiaries are Debby?s Petland, a
twelve store chain of full line pet stores, and Quality Pet
Supply. Quality Pet Supply is a full-line pet and pet supply
distributor representing over 100 manufacturers of pet supplies
and a complete freshwater and saltwater fish, small animal,
bird, and reptile holding and distribution center. In the
winter of 1994, Mr. Tewksbury opened The Pet Club, a 36,000
square foot super store/cash and carry wholesale pet center in
Massachusetts which focuses on tropical fish and supplies. This
wholesale and retail enterprise is one of the largest in the
Northeast in both size and sales volume.
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Mr. Tewksbury is a national pet industry leader and has
represented the retail industry on the Board of Directors of the
Pet Industry Joint Advisory Council (PIJAC) which is a
federation of leading pet industry retailers, distributors,
livestock breeders and importers, manufacturers and
associations. He is the state coordinator of PIJAC for
Massachusetts and New Hampshire. In 1975, he was selected as the
industry representative to participate in drafting the original
pet store licensing legislation and represents the Massachusetts
pet industry today on a task force updating current pet store
regulations.
JAMES M. HARVEY, DIRECTOR
Mr. Harvey, age 61, is the Chairman and CEO of South Florida
Aquaculture, Inc. where he has been an active figure in the
State of Florida aquaculture and water resource policy.
Mr. Harvey is a consultant for Florida Government Strategies, a
consulting practice centered on natural resource management,
energy land use, and water supply planning in South Florida.
Clients include numerous groups interested in environmental
water needs of Everglades and Florida Bay, as well as an
important Indian tribe, educational and health care clients.
Throughout his career in South Florida, Mr. Harvey has lobbied
hundreds of bills through the legislature.
Prior to joining Florida Government Strategies in 1992, Mr.
Harvey was the Planning Department Director for the South
Florida Water Management District, where he was responsible for
the development of local government programs to solve joint
water management and land use problems through cooperative
partnerships. He designed and implemented an interdisciplinary
planning department to better plan for South Florida?s water
future and worked closely with the District Governing Board as a
senior manager. He was responsible for the daily operations of
the plans to improve Biscayne Bay, Indian River Lagoon, and Lake
Okeechobee. Mr. Harvey served as Executive Director in 1999 and
assisted Governor Jeb Bush implement the Everglades Restoration
Program and directed the Agency?s 1800 employees and 900 million
dollar budget.
From 1983 to 1985, Mr. Harvey served as Deputy Executive
Director for the Southwest Florida Water Management District
where he directed planning, administration, and management of
all facets of the District planning, financial budgetary,
public information, land acquisition, and field operations. He
managed a 16 county, 300 employee agency requiring a $30 million
annual budget.
Mr. Harvey is, and has been, an advisor to or officer of,
numerous government and environmental organizations including:
Chairman, Vice Chairman and Secretary of the Florida
Conservation Association; Advisor to the Governor?s Commission
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for a Sustainable South Florida; Member of the Planning and
Resource Management Committee for the Florida Keys; Member of
the Save the Manatee Committee; and the Florida Aquaculture
Review Council, and The Habitat Advisory Council of the US
Department of Commerce South Atlantic Fishery Management
Council. Mr. Harvey has a B.A. in Political Science from Delta State
University, and an M.S. in Urban Planning form Florida State
University.
Our executive officers are elected annually by our board of
directors. Except as noted above, there are no family
relationships among our directors and executive officers.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended June 30, 2005, our board of
directors held two meetings, each of which was signified by
a unanimous consent executed by all of our directors.
Currently, our Board of Directors does not maintain any committees.
STOCK OPTIONS
There were no grants of stock options to the named
executive officers during the fiscal year ended June 30,
2005.
COMPENSATION OF DIRECTORS
The following table provides certain summary
information concerning the compensation earned by the named
executive officers (determined as of the end of the last
fiscal year) for services rendered in all capacities to us
for the fiscal years ended June 30, 2005, 2004 and 2003.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------ ------------------------------------
AWARDS PAYOUTS
--------------------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL
OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARD(S)OPTIONS/SARS PAYOUTS
COMP.
POSITION YEAR<F1>($)<F2> ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------------------------
Ernest Papadoyianis 2003 139,480 0 0 0 0 0 0
2004 165,230 0 0 0 0 0 0
2005 180,250 0 0 0 0 0 0
Sal Cherch 2003 139,480 0 0 0 0 0 0
2004 165,230 0 0 0 0 0 0
2005 180,250 0 0 0 0 0 0
Robert Hipple 2003 0 0 0 0 0 0 0
2004 0 0 0 0 0 0 0
2005 10,000 0 5,000 <F3> 0 0 0 0
- -------------------------------------------------------------------------------------------------
<FN>
<F1> Refers to fiscal years ending June 30. -8-
<F2> The amounts referred to as salary reflect salaries accrued for each
named officer and do not necessarily reflect amounts actually paid during
the fiscal year.
<F3> Mr. Hipple was issued 16,667 shares of restricted common stock as part
of his compensation, valued at $5,000.
</FN>
AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
The board of directors has determined that it is advisable
to increase our authorized common stock and has adopted,
subject to stockholder approval, an amendment to our articles
of incorporation to increase our authorized number of shares of
common stock from 15,833,333 shares to 100,000,000 shares of
common stock, par value $0.001 per share. A copy of the
proposed resolution amending our articles of incorporation
is attached to this information statement as Attachment A.
Authorizing an additional 84,166,667 shares of common
stock would give our board of directors the express
authority, without further action of the stockholders, to
issue common stock from time to time as the board deems
necessary. The board of directors believes it is necessary to
have the ability to issue such additional shares of common
stock for general corporate purposes. Potential uses of the
additional authorized shares may include equity financings,
issuance of options, acquisition transactions, stock dividends
or distributions, without further action by the stockholders,
unless such action is specifically required by applicable
law or rules of any stock exchange or similar system on which
our securities may then be listed.
The following is a summary of the material matters
relating to our common stock.
Presently, the holders of our common stock are entitled
to one vote for each share held of record on all matters
submitted to a vote of our stockholders, including the
election of directors. Our common stockholders do not have
cumulative voting rights. Subject to preferences that may be
applicable to any then outstanding series of our preferred
stock, holders of our common stock are entitled to receive
ratably such dividends, if any, as may be declared by our
board of directors out of legally available funds. In the event
of the liquidation, dissolution, or winding up of Neptune
Industries, Inc., the holders of our common stock will be
entitled to share ratably in the net assets legally available
for distribution to our stockholders after the payment of
all our debts and other liabilities, subject to the prior
rights of any series of our preferred stock then outstanding.
The holders of our common stock have no preemptive or
conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to our
common stock. The amendment would not alter or modify any
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preemptive right of holders of our common stock to acquire our
shares, which is denied, or effect any change in our
common stock, other than the number of authorized shares.
The issuance of additional shares to certain persons
allied with our management could have the effect of making
it more difficult to remove our current management by diluting
the stock ownership or voting rights of persons seeking to
cause such removal. In addition, an issuance of additional
shares by us could have an effect on the potential
realizable value of a stockholder's investment.
In the absence of a proportionate increase in our earnings
and book value, an increase in the aggregate number of our
outstanding shares caused by the issuance of the additional
shares will dilute the earnings per share and book value per
share of all outstanding shares of our common stock. If such
factors were reflected in the price per share of common stock,
the potential realizable value of a stockholder's investment
could be adversely affected.
The additional common stock to be authorized by adoption
of the amendment would have rights identical to our currently
outstanding common stock. Adoption of the proposed amendment
and issuance of the common stock would not affect the rights of
the holders of our currently outstanding common stock, except
for effects incidental to increasing the number of outstanding
shares of our common stock, such as dilution of the earnings
per share and voting rights of current holders of common
stock. If the amendment is adopted, it will become effective
upon filing of a certificate of amendment of our articles of
incorporation with the Secretary of State of Florida.
Issuance of additional shares. As of the date of
this information statement, our board has no specific plans to
issue or use any of our newly authorized shares of common stock.
However, it is expected that the Company will undertake a private
offering of its common shares in the next few months in order to
raise needed working capital. The increase in the number of our
authorized common shares is proposed by our management in order to
ensure sufficient reserves of our common stock for various
capital purposes, including the anticipated private offering,
and to eliminate the need for similar amendments in the near future,
which could be costly and time-consuming.
The proposal with respect to our common stock is not
being made by us in response to any known accumulation of
shares or threatened takeover and we have no current plans to use the
additional common shares for a merger, acquisition or other corporate
business combination.
VOTE REQUIRED
The affirmative vote of a majority of the total number
of shares of our issued and outstanding capital stock is
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required to approve the amendment to our articles of
incorporation increasing the number of our common shares.
The written consent of the Consenting Shareholders
represents more than a majority of the issued and outstanding
voting stock of the Company so the proposal will be adopted
without a formal vote of all shareholders.
-------------
RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
Subject to stockholder ratification, the board of
directors has appointed Dohan & Company CPAs, PC of Miami, Florida,
to serve as our independent public accountants for the fiscal
year ending June 30, 2006. Dohan & Company also has served as
our independent public accountants for the fiscal years ended
June 30, 2004 and 2005. The Consenting Stockholders intend to ratify
and approve the selection of Dohan & Company as independent
accountants for the fiscal year ending June 30, 2006
AUDIT FEES
The aggregate fees billed by Dohan & Company for
professional services rendered for the audit of our annual
financial statements for fiscal year 2005 were $8,500. The
aggregate fees billed by Dohan & Company for professional
services
rendered for the audit of our annual financial statements for
fiscal year 2004 were $12,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed by Dohan & Company for
professional services described in Paragraph (c)(4)(ii) of Rule
2-01 of Regulation S-X for our fiscal years ended June 30,
2004 or June 30, 2005.
ALL OTHER FEES
The aggregate fees billed by Dohan & Company for
professional services rendered for the audit of our annual
financial statements for fiscal year 2005 were $8,500.
There were no other fees billed by Dohan & Company for
professional services rendered, other than as stated under
the captions Audit Fees and Financial Information Systems
Design and Implementation Fees. Our board of directors
considers the provision of these services to be compatible
with maintaining the independence of Dohan & Company.
VOTE REQUIRED
Once a quorum is present and voting, the affirmative
vote of a simple majority of the shares present is required
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to ratify the selection of Dohan & Company as our independent
public accountants.
The written consent of the Consenting Shareholders
represents more than a majority of the issued and outstanding
voting stock of the Company so the proposal will be adopted
without a formal vote of all shareholders.
-------------
Information regarding the beneficial ownership of our
common stock and preferred stock by management and the
board of directors is noted below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the
beneficial ownership of all shares of our common and
preferred stock as of the record date by:
- - Each person who beneficially owns more than five percent of
the outstanding shares of our common stock;
- - Each person who beneficially owns outstanding shares
of our preferred stock;
- - Each of our directors;
- - Each named executive officer; and
- - All directors and officers as a group. shares of our
common stock and
Name Shares of Shares of Percentage<F3>
Common Stock<F1> Preferred Stock<F2>
----------------- -------------------- -------------
Ernest D. Papadoyianis (O,D)<F4> 2,089,060 750,000 30.80%
<F5> 1,750,000
------------- ----------- -------------
Xavier T. Cherch (O,D)<F6> 2,079,377 750,000 30.76%
1,750,000
------------- ----------- -------------
Robert Hipple (O) 18,845 - .18%
------------- ----------- -------------
Gregory A. Lewbart (D) 12,500 - .12%
------------- ----------- -------------
Don C. Tewksbury (D) 12,500 - .12%
-------------- ----------- -------------
James Harvey (D) 12,500 - .12%
-------------- ----------- -------------
All officers and directors,
as a group 4,224,782 5,000,000 62.10%
-------------- ------------ ------------
<FN>
<F1> Based upon 10,789,602 shares outstanding at June 30, 2005, following the
one for six reverse split of the common stock of Neptune Industries, Inc.
effective June 16, 2005.
<F2> Neptune Industries, Inc. has two classes of preferred stock issued
and outstanding at June 15, 2005.The 2005 Class A Preferred Stock is a
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voting, convertible preferred stock which was issued to Ernest
Papadoyianis (750,000 shares) and Sal Cherch (750,000 shares) in payment
and satisfaction of accrued salaries and expenses totaling $408,121
owed to them by the company. The 2005 Class A Preferred Stock is
convertible into common shares on the basis of 1.6667 shares of common for
each share of preferred, as adjusted for the one for six reverse split
of the common shares, or a total of 2,500,000 shares if fully converted.
The 2005 Class B Preferred Stock is a voting, convertible preferred stock
which was issued to Ernest Papadoyianis (1,750,000 shares) and Sal Cherch
(1,750,000 shares)in payment and satisfaction of accrued salaries and
Expenses totaling $175,444 owed to them by the company. The 2005 Class B
Preferred Stock is convertible into common shares on the basis of one
share of common for each share of preferred, as adjusted for the one for
six reverse split of the common shares, or a total of 3,500,000 shares
if fully converted.
<F3> Based on full dilution from the effect of converting both the 2005 Class
A Convertible Preferred Stock and the 2005 Class B Convertible Preferred
Stock to common stock, and resulting in 16,515,184 fully diluted
common shares outstanding.
<F4> Mr. Papadoyianis holds 2,089,060 common shares directly and is entitled
to 1,250,000 common shares on conversion of the 2005 Class A Convertible
Preferred Stock and 1,750,000 common shares on the conversion of
the 2005 Class B Convertible Preferred Stock, a total of 5,089,060
fully converted common shares.
<F5> The addresses for all officers and directors is care of the Company at
2234 N. Federal Highway, Suite 372, Boca Raton, FL 33431.
<F6> Mr. Cherch holds 2,079,377 common shares directly and is entitled
to 1,250,000 common shares on conversion of the 2005 Class A Convertible
Preferred Stock and 1,750,000 common shares on the conversion of
the 2005 Class B Convertible Preferred Stock, a total of 5,079,377
fully converted common shares.
</FN>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors,
executive officers and persons who own more than 10 percent of a
registered class of our equity securities, file with the SEC initial reports
of ownership and reports of changes in ownership of our equity securities.
Officers, directors and greater than 10 percent stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based upon copies of the individual filings by such persons received by the
Company, all such persons have not yet filed the required reports.
FORM 10-KSB ANNUAL REPORT AND QUARTERLY REPORTS ON FORM 10-QSB
Our Annual Report on Form 10-KSB for the year ended June 30, 2005, and
financial Information from our Quarterly Reports for the Periods Ended
December 31, 2004 and September 30, 2005, are incorporated herein by
reference.
EXHIBITS TO ANNUAL AND QUARTERLY REPORTS AND COPIES OF QUARTERLY
REPORTS
WE HAVE FURNISHED OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED June 30, 2005, WHICH INCLUDED LISTS BRIEFLY DESCRIBING ALL THE EXHIBITS
NOT CONTAINED THEREIN. WE WILL FURNISH COPIES OF OUR QUARTERLY REPORTS FOR
THE PERIODS ENDED DECEMBER 31, 2004, MARCH 31, 2005 AND SEPTEMBER 30, 2005,
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WHICH INCLUDED LISTS BRIEFLY DESCRIBING ALL THE EXHIBITS NOT CONTAINED
THEREIN. WE WILL FURNISH THE QUARTERLY REPORTS AND ANY EXHIBIT TO THE
FORM 10-KSB AND THE QUARTERLY REPORTS UPON THE PAYMENT OF A SPECIFIED
REASONABLE FEE WHICH FEE SHALL BE LIMITED TO OUR REASONABLE EXPENSES IN
FURNISHING ANY SUCH REPORT OR EXHIBIT. ANY REQUEST SHOULD BE DIRECTED
TO OUR CORPORATE SECRETARY AT THE CORPORATE OFFICES.
By Order of the Board of Directors,
/s/Ernest Papadoyianis
--------------------------------
Ernest Papadoyianis
President
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ATTACHMENT A
RESOLUTIONS TO BE ADOPTED BY THE STOCKHOLDERS OF
NEPTUNE INDUSTRIES INC.
(THE "COMPANY")
RESOLVED, that Ernest Papadoyianis, Xavier T. Cherch,
Gregory A. Lewbart, Don C. Tewksbury and James Harvey are hereby
elected as directors of the Company to serve until their
successors are duly elected; and
RESOLVED FURTHER, that the amendment to the Company's
Articles of Incorporation increasing the number of
authorized shares of common stock to 100,000,000 shares, is
hereby adopted and approved in all respects; and
RESOLVED FURTHER, that the appointment of Dohan & Company CPAs,
P.C., as the Company's independent public accountants is hereby
adopted and approved in all respects; and
RESOLVED FURTHER, that the officers of the Company be,
and each of them hereby is, authorized, empowered and directed,
for and on behalf of the Company, to take any and all actions,
to perform all such acts and things, to execute, file, deliver
or record in the name and on behalf of the Company, all such
instruments, agreements, or other documents, and to make all
such payments as they, in their judgment, or in the judgment of
any one or more of them, may deem necessary, advisable or
appropriate in order to carry out the transactions contemplated
by the foregoing resolutions.
____________________ _______________ ______________
Shareholder No. Shares held Date