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
(Amendment No. )
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
GL Energy and Exploration Inc.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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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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GL ENERGY AND EXPLORATION INC.
141 Adelaide Street West
Toronto, Ontario
Canada M5H 3L5
To the Holders of Common Stock of
GL Energy and Exploration Inc.
GL Energy and Exploration Inc., a Delaware corporation ("Company"), has
obtained written consents from a majority of the stockholders as of July 15,
2002, approving a change in the capitalization of the Company to increase the
authorized common stock, $.001 par value ("Common Stock"), from 50,000,000
shares to 100,000,000 and adopting a performance equity plan for 3,000,000
shares of Common Stock ("2002 Performance Equity Plan"). Details of the
capitalization change and 2002 Performance Equity Plan and other important
information are set forth in the accompanying Information Statement. The Board
of Directors of the Company has unanimously approved the capitalization change
and 2002 Performance Equity Plan. Under Section 228 of the corporate law of the
State of Delaware, action by stockholders may be taken without a meeting,
without prior notice, by written consent of the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize the action at a meeting at which all shares entitled to vote thereon
were present and voted. No other vote or stockholder action is required. You are
hereby being provided with notice of the approval of the capitalization change
and 2002 Performance Equity Plan by less than unanimous written consent of the
stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
Mitchell Geisler,
President
Toronto, Ontario, Canada
August ___, 2002
GL ENERGY AND EXPLORATION INC.
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INFORMATION STATEMENT
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CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS OWNING A MAJORITY
OF SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement is being furnished to the stockholders of GL
Energy and Exploration Inc., a Delaware corporation ("Company"), to advise them
of the corporate action described herein, which has been authorized by written
consents of stockholders owning a majority of the outstanding voting securities
of the Company entitled to vote thereon. This action is being taken in
accordance with the requirements of the corporate law of the State of Delaware
("DGCL").
The Company's Board of Directors ("Board") announced that the close of
business on July 15, 2002 was the record date ("Record Date") for the
determination of stockholders entitled to notice about the proposal authorizing
the change in the capitalization to increase the number of authorized shares of
common stock, $.001 par value, from 50,000,000 to 100,000,000 ("Capital Change")
and the adoption of the 2002 Performance Equity Plan which provides for the
award of up to 3,000,000 shares of common stock ("2002 Plan").
On July 11, 2002, the Board approved the Capital Change and 2002 Plan
and authorized the Company's officers to obtain written consents from the
holders of a majority of the outstanding voting securities of the Company to
approve the Capital Change and 2002 Plan. Under Section 228 of the DGCL, any
action required or permitted by the DGCL to be taken at an annual or special
meeting of stockholders of a Delaware corporation may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the approval of the Capital
Change and 2002 Plan must be given to those stockholders who have not consented
in writing to the action and who, if the action had been taken at a meeting,
would otherwise have been entitled to notice of the meeting.
On July 15, 2002, stockholders who are the owners of record of
7,143,396 shares of the Company's common stock, representing approximately 62%
of the outstanding voting securities of the Company, executed and delivered to
the Company written consents authorizing and approving the Capital Change and
2002 Plan. Accordingly, no vote or further action of the stockholders of the
Company is required to approve the Capital Change and 2002 Plan. You are hereby
being provided with notice of the approval of the Capital Change and 2002 Plan
by less than unanimous written consent of the stockholders of the Company.
The executive offices of the Company are located at 141 Adelaide Street
West, Suite 1004, Toronto, Ontario M5H 3L5, and its telephone number is (416)
214-1473.
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This information statement is first being mailed to stockholders on or
about ____________, 2002 and is being furnished for informational purposes only.
The share amounts set forth in this Information Statement are not
adjusted for the one-for-one stock dividend paid on July 29, 2002 to holders of
record on July 26, 2002.
VOTING SECURITIES
The Company only has common stock issued and outstanding. As of the
Record Date, there were 11,334,753 shares of common stock issued and
outstanding. Each share of common stock is entitled to one vote on all matters
submitted to the holders of common stock for their approval. The consent of the
holders of a majority of all of the Company's outstanding common stock was
necessary to authorize the Capital Change and the 2002 Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and accompanying footnotes set forth certain
information as of the Record Date with respect to the stock ownership of (i)
those persons known to the Company to beneficially own more than 5% of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer of the Company and (iv) all directors and executive officers of the
Company as a group.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership* Outstanding Shares
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Mitchell Geisler** 365,754 3.23%
Cindy Roach*** 175,000 1.54%
Dungavel, Inc. 1,037,208 9.15%
Al Landau 887,887 7.83%
Gloria Miller 891,776 7.86%
Marni Miller**** 1,260,280 11.12%
ZDG Investments, Ltd. 5,342,362 47.13%
All executive officers and
Directors as a group (two persons) 540,754 4.77%
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* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
issuable upon the exercise of options or warrants currently exercisable
or convertible within 60 days, are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but
are not deemed outstanding for computing the percentage ownership of
any other person.
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** Mitch Geisler is the Company's president and chairman of the board.
*** Cindy Roach is the Company's secretary and a director.
**** Marni Miller is a beneficial owner of ZDG Investments, Ltd.
As of the Record Date, there were no outstanding options or warrants to
purchase shares of our stock. Subsequently, the Company has sold, on a
post-dividend basis, an aggregate of 1,000,000 shares of common stock and issued
options to purchase 4,000,000 shares at an exercise price of $0.125 per share,
to two investors.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the directors and
executive officers of the Company and their ages and positions. Each director
holds office until the next annual stockholders' meeting and thereafter until
the individual's successor is elected and qualified. Officers serve at the
pleasure of the board of directors.
Name Age Position
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Mitchell Geisler 31 President and Chairman
Cindy Roach 39 Secretary and Director
Mr. Mitchell Geisler, 31, has been the President and Chairman of the
Board since 2000. Mr. Geisler has more than 15 years of experience in the
hospitality and services industry. He has been an active member of the Toronto
business and tourist district in a variety of capacities, and has worked with
many international corporations including, Prime Restaurants, The Keg
Restaurants, Cara Foods, and Sire Corp Restaurants. Most recently, during the
period 1998 to 2001, Mr. Geisler was president and operator of the Toronto-based
52 Restaurants Inc. He was a supervisor for Imago Restaurants from 1997 to 1998.
From 1996 to 1997 he was a manager of Ruby Beets Restaurant. Mr. M. Geisler is a
graduate of Toronto's York University in Toronto, and also studied at the
University of Tel Aviv. Mr. M. Geisler is a director and president of Demand
Financial International, Ltd., a development stage company engaged in the
hospitality business.
Ms. Cindy Roach, has been the Secretary and a director since 2000. Ms.
Roach has over 10 years experience as a consultant with group benefits and human
resources administration. From 1990 to 2000, Ms. Roach was a group benefits
consultant at Watson Wyatt Worldwide, a multi national benefits consulting
organization.
Board of Directors' Meetings and Committees
During 2000 and 2001, the board of directors acted by unanimous consent
or meeting on one and three occasions, respectively. The Company does not have
standing executive, compensation and audit committees of the board of directors.
Director Compensation
Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and reimbursement
plan.
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Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more then 10% of
the common sock of the Company to file with the SEC reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Based on its review of the reports that it has received, Ms. Marni
Miller, Mr. Mitchell Geisler and Ms. Cindy Roach did not timely file the reports
of ownership of their shares of common stock in the Company. These reports have
been filed.
Executive Compensation
We have not paid any cash compensation or other benefits to our
executive officers since our inception. Cash compensation amounts will be
determined in the future based on the services to be rendered and time devoted
to our business and the availability of funds. Other elements of compensation,
if any, will be determined at that time or at other times in the future.
Until we have sufficient capital or revenues, Mr. Geisler or Ms. Roach
will not be provided cash remuneration. At such time as we are able to provide a
regular salary, it is our intention that our officers will become employed
pursuant to executive employment agreements, at an annual salary to be
determined based on their then levels of time devoted to the Company and the
scope of their responsibilities. Until we enter into an employment agreement, we
may use shares of common stock to compensate our officers. In addition, we may
use common stock to compensate others for services to GL Energy and Exploration.
Certain Relationships and Related Transactions
As of the year end, December 31, 2001, ZDG Investments, Ltd., a
majority shareholder, loaned the company $58,799 in order to fund operations.
The loan bears 10% interest per annum and are due December 31, 2002. Interest
has been waived for the year ended December 31, 2001.
CAPITAL CHANGE
On July 11, 2002, the Board authorized an amendment to Article FOURTH
of the Company's Certificate of Incorporation to increase the number of
authorized shares of common stock, $.001 par value, from 50,000,000 to
100,000,000, as a result of which the total capitalization will be 105,000,000
shares of capital stock, of which 5,000,000 shares will be designated preferred
stock and 100,000,000 will be designated common stock. On July 15, 2002,
stockholders holding an aggregate of 7,143,396 shares of common stock,
representing approximately 62% of the outstanding voting securities of the
Company, executed and delivered to the Company written consents authorizing and
approving the Capital Change. In the judgment of the Board of Directors, the
change of the Company's capitalization is desirable to make available at this
time sufficient shares of common stock to be able to raise additional funds in
the future, provide for stock awards outside the 2002 Plan, if at all, and to
conduct other capital transactions. The Company does not have any plans to issue
any of these newly authorized shares of common stock at this time. At the
current time, all its commitments to issue shares of common stock are covered by
the number of shares of common stock authorized by the certificate of
incorporation as it was before the Capital Change. The common stock does not
have any pre-emptive rights. None of the rights of the common stock are being
changed and therefore the rights of the stockholders will remain unchanged.
Stockholders will not be required to exchange outstanding stock certificates for
new certificates in connection with the Capital Change.
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2002 PERFORMANCE EQUITY PLAN
The 2002 Plan provides for 3,000,000 shares of common stock which may
be granted to employees, officers, directors, consultants and agents of the
Company. The 2002 Plan is administered by the board of directors, but the board
may appoint a committee to administer the 2002 Plan. The benefits which may be
granted under the 2002 Plan include stock options, stock appreciation rights,
restricted stock awards, deferred stock awards, and recharge options. The
specific terms of each award will be set forth in an agreement subject to the
2002 Plan as determined by the administrators. The terms of each award will
include the number of shares, vesting periods, exercise prices, and exercise
periods, among other things. A full copy of the 2002 Plan is attached to this
information statement.
On July 15, 2001, stockholders who are owners of record of 7,143,396
shares of the Company's common stock, representing approximately 62% of the
outstanding voting securities of the Company, executed and delivered written
consents approving the 2002 Plan. The board of directors of the Company believes
the 2002 Plan will provide flexibility in structuring compensation arrangements
and provide an equity incentive for employees and others who are awarded shares
under the 2002 Plan. The issuance of common stock under an award may have a
financial dilutive effect depending on the price paid for such shares and an
absolute dilutive effect because of the increase in issued and outstanding
shares.
The Company currently has no commitment to issue any awards under the
2002 Plan.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). These reports, proxy statements and other
information filed by the Company with the SEC may be inspected without charge at
the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of these materials may be
obtained from the SEC's website at http://www.sec.gov.
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INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 000-32517) are incorporated in this Information Statement
by reference and made a part hereof:
(i) Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001; and
(ii) Quarterly Report on Form 10-QSB for the quarter ended March 31,
2002.
The Company's Registration Statement on Form 10-SB (File No.
000-32517), which contains descriptions of the Company's Common Stock, is also
incorporated in this Information Statement by reference and made a part hereof.
The financial statements of the Company, management's discussion and analysis,
and changes in accountants sections of the Form 10-KSB and Form 10-QSB noted
above are incorporated by reference and may be found at pages 5-19 and 3-10,
respectively.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Information Statement and prior to the Effective Date shall be deemed to be
incorporated by reference in this Information Statement and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Information Statement and filed with
the Commission prior to the date of this Information Statement 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 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.
The Company will provide without charge to each person to whom this
Information Statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 141 Adelaide Street West, Toronto, Ontario,
Canada M5H 3L5, Attention: Investor Relations (telephone number: (416)
214-1473).
GL Energy and Exploration Inc.
Toronto, Ontario, Canada
August ___, 2002
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Exhibit A
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GL ENERGY AND EXPLORATION INC.
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Pursuant to Section 228 of the
General Corporation Law of Delaware
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The undersigned President of GL Energy and Exploration Inc.
("Corporation") DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is GL Energy and Exploration Inc.
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SECOND: The Certificate of Incorporation of the Corporation is hereby
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amended by deleting the first paragraph of Article FOURTH in its entirety and by
substituting the following in lieu thereof.
FOURTH: The total number of shares of capital stock of all classes
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which the Corporation shall have authority to issue is 105,000,000 shares, of
which 5,000,000 shares shall be Preferred Stock, par value $.001 per share, and
100,000,000 shares shall be Common Stock, par value $.001 per share."
A. Preferred Stock
1. Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration as the Board of
Directors may determine. All shares of any one series shall be of
equal rank and identical in all respects.
2. Authority is hereby expressly granted to the Board of Directors
to fix from time to time, by resolution or resolutions providing
for the establishment and/or issuance of any series of Preferred
Stock, the designation of the series and the powers, preferences,
and rights of the shares of the series, and the qualifications,
limitations, or restrictions thereof, including the following:
a. The distinctive designation and number of shares comprising
the series, which number may, except where otherwise
provided by the Board of Directors in creating the series,
be increased or decreased from time to time by action of
the Board of Directors, but not below the number of shares
then outstanding;
b. The rate of dividends, if any, on the shares of that
series, whether dividends shall be noncumulative,
cumulative to the extent earned, or cumulative, and if
cumulative, from which date or dates, whether dividends
shall be payable in cash, property, or rights, or in shares
of the Corporation's capital stock, and the relative rights
of priority, if any, of payment of dividends on shares of
that series over shares of any other series;
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c. Whether the shares of that series shall be redeemable and,
if so, the terms and conditions of the redemption,
including the date or dates upon or after which they shall
be redeemable, the event or events upon or after which they
shall be redeemable or at whose option they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates, or the
property or rights, including securities of any other
corporation, payable in case of redemption;
d. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so,
the terms and amounts payable into the sinking fund;
e. The rights to which the holders of the shares of that
series shall be entitled in the event of voluntary or
involuntary liquidation, dissolution, or winding-up of the
Corporation, and the relative rights of priority, if any,
of payment of shares of that series in any such event;
f. Whether the shares of that series shall be convertible into
or exchangeable for shares of stock of any other class or
any other series and, if so, the terms and conditions of
the conversion or exchange, including the rate or rates of
conversion or exchange, the date or dates upon or after
which they shall be convertible or exchangeable, the
duration for which they shall be convertible or
exchangeable, the event or events upon or after which they
shall be convertible or exchangeable or at whose option
they shall be convertible or exchangeable, and the method,
if any, of adjusting the rates of conversion or exchange in
the event of a stock split, stock dividend, combination of
shares, or similar event;
g. Whether the issuance of any additional shares of the
series, or of any shares of any other series, shall be
subject to restrictions as to issuance, or as to the
powers, preferences, or rights of any such other series;
and
h. Any other preferences, privileges, and powers and relative,
participating, optional, or other special rights and
qualifications, limitations, or restrictions of the series,
as the Board of Directors may deem advisable and as shall
not be inconsistent with the provisions of this Certificate
of Incorporation and to the full extent now or hereafter
permitted by the laws of the State of Delaware.
B. Common Stock
1. After the requirements with respect to preferential dividends, if
any, on any series of Preferred Stock, fixed pursuant to
paragraph A(2)(b) of this Article Fourth shall have been met,
then, and not otherwise, the holders of Common Stock shall
receive, to the extent permitted by law and to the extent the
Board of Directors shall determine, such dividends as may be
declared from time to time by the Board of Directors.
2. After distribution in full of the preferential amount, if any,
fixed pursuant to paragraph A(2)(e) of this Article Fourth, to be
distributed to the holders of any series of Preferred Stock in
the event of the voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, the holders of the
Common Stock shall be entitled to receive such of the remaining
assets of the Corporation of whatever kind available for
distribution to the extent the Board of Directors shall
determine.
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3. Except as may be otherwise required by law or by this Certificate
of Incorporation, each holder of Common Stock shall have one vote
in respect of each share of such stock held by him on all matters
voted upon by the stockholders.
C. Preemptive Rights
No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive
right to subscribe for, purchase, or receive any shares of stock
of the Corporation of any class, now or hereafter authorized, or
any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities
convertible into or exchangeable for such shares, which may at
any time or from time to time be issued, sold, or offered for
sale by the Corporation.
THIRD: The foregoing Amendment of the Certificate of Incorporation
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was duly approved by the Corporation's Board of Directors in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and thereafter was duly adopted by the consent of the holders of a
majority of the outstanding voting stock of the Corporation in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
___ day of July, 2002.
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Mitchell Geisler, President
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