PRELIMINARY SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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
SUPERIORCLEAN, INC.
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(Name of Registrant as Specified in Its Charter)
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
PRELIMINARY INFORMATION STATEMENT
DATED: AUGUST 22, 2003
SUPERIORCLEAN, INC.
0011-123 St. NW, Suite 2303
Edmonton, Alberta, Canada N7V 1X4
(519) 541-1564
INFORMATION STATEMENT
This information statement (the "Information Statement") is
furnished to the shareholders of SuperiorClean, Inc., a Nevada
corporation (the "Company"), with respect to certain corporate
actions of the Company. This information is first being provided to
shareholders on or about September 1, 2003.
The corporate actions involve one (1) proposal (the "Proposal"):
1. To approve an amendment to the Company's Articles
of Incorporation to increase the authorized common stock, par value
$0.001 per share, of the Company from 20,000,000 shares to 50,000,000
shares.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
AUGUST 22, 2003 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE
PROPOSAL. PRINCIPAL SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL
COLLECTIVELY HOLD IN EXCESS OF 50% OF THE COMPANY'S 9,589,000
OUTSTANDING SHARES ENTITLED TO VOTE ON THE PROPOSAL HAVE INDICATED THAT
THEY WILL VOTE IN FAVOR OF THE PROPOSAL. AS A RESULT, THE PROPOSAL
SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT
LESS THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION
STATEMENT, BUT AS SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ALDO ROTONDI
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DIRECTOR AND CHIEF EXECUTIVE OFFICER
Edmonton, Alberta, Canada
September 1, 2003
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TABLE OF CONTENTS
PAGE NO.
ABOUT THE INFORMATION
STATEMENT...................................................................1
What is the Purpose of the Information Statement?......................1
Who is Entitled to Notice?.............................................1
What Corporate Matters Will the Principal Shareholders Vote for and
How Will They Vote?.........................................................1
What Vote is Required to Approve the Proposal?.........................1
STOCK OWNERSHIP.............................................................2
Beneficial Owners......................................................2
Directors and Executive Officers.......................................3
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION.....................4
Purpose of Increasing Number of Authorized Shares of Common Stock......4
Description of Securities..............................................5
Common Stock...........................................................5
Preferred Stock........................................................5
Secured Convertible Debentures.........................................5
Warrants....................................................................6
Stock Option Plan......................................................6
Dividends...................................................................7
Transfer Agent.........................................................8
Anti-takeover Effects of Provisions of the Articles of Incorporation...8
Additional Information.................................................8
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON....9
PROPOSALS BY SECURITY HOLDERS...............................................9
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS................9
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SUPERIORCLEAN, INC.
0011-123 St. NW, Suite 2303
Edmonton, Alberta, Canada N7V 1X4
(519) 541-1564
INFORMATION STATEMENT
SEPTEMBER 1, 2003
This information statement contains information related to
certain corporate actions of SuperiorClean, Inc., a Nevada corporation
(the "Company"), and is expected to be mailed to shareholders on or
about September 1, 2003.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being provided pursuant to
Section 14 of the Securities Exchange Act of 1934 to notify the
Company's shareholders as of the close of business on the Record Date
of corporate action expected to be taken pursuant to the consents or
authorizations of principle shareholders. Shareholders holding a
majority of the Company's outstanding common stock are expected to act
upon certain corporate matters outlined in this information
statement, which action is expected to take place September 24, 2003,
consisting of the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized common stock to 50,000,000
shares.
WHO IS ENTITLED TO NOTICE?
Each outstanding share of common stock as of record on the
close of business on the Record Date, August 22, 2003, will be entitled
to notice of each matter to be voted upon pursuant to consents or
authorizations. Shareholders as of the close of business on the record
date that hold in excess of fifty percent (50%) of the Company's
9,589,000 outstanding shares of common stock have indicated that
they will vote in favor of the Proposal. Under Nevada corporate law,
all the activities requiring shareholder approval may be taken by
obtaining the written consent and approval of more than 50% of the
holders of voting stock in lieu of a meeting of the shareholders. No
action by the minority shareholders in connection with the proposal is
required.
WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND
HOW WILL THEY VOTE?
Shareholders holding a majority of the outstanding stock have
indicated that they will vote for the following matter:
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o FOR the approval of an amendment to the Company's
Articles of Incorporation to increase the authorized
shares of the Company's common stock from 20,000,000 to 50,000,000
shares (see page 2).
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK. For the
approval of an amendment to the Company's Articles of Incorporation to
increase the authorized shares of the Company's common stock from
20,000,000 to 50,000,000, the affirmative vote of a majority of the
shares of common stock outstanding on the record date, or 4,794,500,
will be required for approval. Shareholders holding in excess of
4,794,500 shares have indicated that they will vote for the approval
of the amendment.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The following table sets forth the number of shares of Common Stock
owned of record and beneficially as of August 18, 2003 by current
executive officers, directors, persons who hold 5% or more of the
outstanding Common Stock of the Company and by current officers and
directors as a group. The table also reflects the number of shares which
are expected to be owned by such persons following sale of their shares
pursuant to the Agreement. The business address of all persons and
entities below is: 0011-123 St. NW, Suite 2303, Edmonton, Alberta,
Canada N7V 1X4.
Name and Address Number Percent
Aldo Rotondi 3,000,000 31.3%
Nevada Fund (1) 3,500,000 36.5%
All directors and
executive officers 3,000,000 31.3%
(1 persons)
(1) Includes 1,000,000 shares also owned by Mr. Stephen Brock and
GoPublicToday.com,Inc., of which he is the principal. Mr. Brock is also
the principal of the Nevada Fund.
This table is based upon information derived from our stock records.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, it believes that each of the
shareholders named in this table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based upon 9,589,000 shares of common
stock outstanding as of August 22, 2003.
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PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's Board of Directors proposes an amendment to the
Company's Articles of Incorporation to increase the number of authorized
shares of common stock, par value $0.001 per share, from 20,000,000 to
50,000,000 shares.
PURPOSE OF INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company is contractually obligated to use some of the
additional authorized shares of common stock for issuance upon the
closing of the common stock purchase agreement with Megola, Inc. The
number of issued and outstanding shares that must be issued to
shareholders of Megola, Inc. in exchange for their shares in Megola,
Inc. exceeds the currently authorized and unissued shares of common
stock of the Company. In addition to the reasons set forth
above, the Company's Board of Directors believes that it is desirable
to have additional authorized shares of common stock available for
other possible future financings, possible future acquisition
transactions and other general corporate purposes. The Company's
Board of Directors believes that having such additional authorized
shares of common stock available for issuance in the future should
give the Company greater flexibility and may allow such shares to be
issued without the expense and delay of a special shareholders'
meeting. Although such issuance of additional shares with respect
to future financings and acquisitions would dilute existing
shareholders, management believes that such transactions would increase
the value of the Company to its shareholders.
The amendment to the Company's Articles of Incorporation
provides for the authorization of 20,000,000 additional shares of
the Company's common stock. As of August 22, 2003, 9,589,000 shares of
the Company's common stock were outstanding.
The amendment to the Company's Articles of Incorporation shall
be filed with the Nevada Secretary of State so that the Article 4 of
the Articles of Incorporation shall be as follows:
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 50,000,000 shares of
Common Stock having a $.001 par value, and 5,000,000 shares of
Preferred Stock having a $.001 par value. The Common and/or
Preferred Stock of the Company may be issued from time to time
without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Board of
Directors may issue such share of Common and/or Preferred Stock in
one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
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There are certain advantages and disadvantages of voting
for an increase in the Company's authorized common stock. The advantages
include:
* The ability to raise capital by issuing capital
stock under the transaction described above, or other
financing transactions.
* The ability to fulfill our Company's obligations by
having capital stock available upon the exercise or
conversion of outstanding convertible debentures.
* To have shares of common stock available to pursue
business expansion opportunities, if any.
The disadvantages include:
* Dilution to the existing shareholders, including a
decrease in our net income per share in future periods.
This could cause the market price of our stock to decline.
The issuance of authorized but unissued stock could be used to deter
a potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or
issuing shares to a shareholder that will vote in accordance with the
Company's Board of Directors' desires. A takeover may be beneficial to
independent shareholders because, among other reasons, a potential
suitor may offer such shareholders a premium for their shares of stock
compared to the then-existing market price. The Company does not have
any plans or proposals to adopt provisions or enter into agreements
that may have material anti-takeover consequences.
DESCRIPTION OF SECURITIES
COMMON STOCK
The current authorized capital stock of the Company
consists of 20,000,000 shares of common stock, par value $0.001 per
share. As of August 22, 2003, the Company had 9,589,000 shares of common
stock outstanding. Each share of the Company's common stock entitles
the holder to one vote on each matter submitted to a vote of
shareholders, including the election of directors. There is no
cumulative voting. The holders of the Company's common stock are
entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally
available therefor. Holders of the Company's common stock have no
preemptive, conversion or other subscription rights. There are no
redemption or sinking fund provisions available to the Company's
common stock. In the event of liquidation, dissolution or winding up
the Company, the holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities.
Additional information can be found in our Articles of Incorporation
and our Bylaws, which are filed with the Securities and Exchange
Commission.
TRANSFER AGENT
PACIFIC STOCK TRANSFER COMPANY
500 E. Warm Springs Road, Sutie 240
Las Vegas NV 89119
(702) 361-3033
FAX (702) 433-1979
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ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
AUTHORIZED AND UNISSUED STOCK. Authorized but unissued shares
of common stock and preferred stock, approved, would be available
for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to
raise additional capital, corporate acquisitions and employee
incentive plans. The issuance of such shares may also be used to deter a
potential takeover of the Company that may otherwise be
beneficial to shareholders by diluting the shares held by a potential
suitor or issuing shares to a shareholder that will vote in
accordance with the Company's Board of Directors' desires. A takeover
may be beneficial to shareholders because, among other reasons, a
potential suitor may offer shareholders a premium for their shares of
stock compared to the then-existing market price.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith file reports, proxy statements and other information including
annual and quarterly reports on Form 10-K and 10-Q with the Securities
and Exchange Commission. Reports and other information filed by us can
be inspected and copied at the public reference facilities maintained at
the Securities and Exchange Commission at Room 1024, 450 Fifth Street,
N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Securities and Exchange Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the Internet (http://www.sec.gov) where reports,
proxy and information statements and other information regarding issuers
that file electronically with the Securities and Exchange Commission
through the Electronic Data Gathering, Analysis and Retrieval System may
be obtained free of charge.
Information concerning the common stock purchase agreement with
Megola, Inc. is incorporated by reference from the Company's report on
Form 8-K filed August 21, 2003.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any
substantial interest in the matters to be acted upon, other than his
role as an officer or director of the Company.
(b) No director of the Company has informed the Company
that he intends to oppose the proposed actions to be taken by the
Company set forth in this information statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to included any
proposals in this information statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one information statement is being delivered to multiple
security holders sharing an address unless the Company has received
contrary instructions from one or more of the security holders. The
Company shall deliver promptly upon written or oral request a separate
copy of the information statement to a security holder at a shared
address to which a single copy of the documents was delivered. A
security holder can notify the Company that the security holder
wishes to receive a separate copy of the information statement by
sending a written request to the Company at 0011-123 St. NW, Suite
2303, Edmonton, Alberta, Canada N7V 1X4 ; or by calling the Company at
(519) 541-1564 and requesting a copy of the Information Statement. A
security holder may utilize the same address and telephone number to
request either separate copies or a single copy for a single address for
all future information statements and annual reports.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Aldo Rotondi
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Aldo Rotondi
Director and Chief Executive Officer
Edmonton, Alberta, Canada
September 1, 2003
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