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:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
Alnilam Corporation
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ALNILAM CORPORATION
3857 Birch Street
Suite 606
Newport Beach, CA 92660
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
This information statement is being furnished in connection with
action taken by shareholders holding a majority of the voting power of our
company. On February 8, 2005, shareholders owning 556,500 shares, or
approximately 56% of the total outstanding shares on such date, approved a
reverse split of the outstanding shares of common stock at the rate of one
for two (1:2). The reverse stock split will be effective twenty days
following the mailing of this information statement.
There will not be a meeting of shareholders and none is required under
Nevada General Corporation Law when an action has been approved by written
consent of the holders of a majority of the outstanding shares of our
common stock.
This information statement is first being mailed on or about February 28,
2005, to the holders of our outstanding common stock as of February 8, 2005,
the record date the shareholder written consent was signed and delivered to
us. At February 8, 2005, we had 1,000,000 shares of our common stock
outstanding. Holders of the common stock are entitled to cast one vote for
each share of common stock then registered in such holder's name.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
At February 8, 2005, we had 1,000,000 shares outstanding. The
following table sets forth information regarding the beneficial ownership
of our common stock as of February 8, 2005, by each person known to us to
own beneficially more than 5% of the outstanding shares of our common
stock; by each of our directors and executive officers; and by all of our
directors and executive officers as a group:
Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Position(s) Ownership (1) of Class
- ------------------- ----------- ----------------- --------
Jason Daggett Director, President 20,000 2.0%
3857 Birch St., #606 & Treasurer
Newport Beach, CA 92660
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Lynn Carlson Vice-President 15,000 1.5%
3857 Birch St., #606 & Secretary
Newport Beach, CA 92660
Executive Officers and 35,000 3.5%
Directors as a Group
(2 Persons)
Eric C. Bronk 119,500(2) 11.95%
3857 Birch St., #606
Newport Beach, CA 92660
Rigel Funds Management Ltd. 99,500 9.95%
Cumberland House
No. 27 Cumberland Street
P.O. Box N-10818
Nassau, The Bahamas
Fleming Securities 95,000 9.5%
Suites 1601-1603
Hollywood Rd.
Hong Kong
Baldwin Investments Ltd. 89,500 8.95%
99-101 Regent St.
First Floor
London W1R 7HB UK
Carl T. Suter 79,500 7.95%
3857 Birch St., #606
Newport Beach, CA 92660
- ----------
(1) Unless otherwise indicated, this column reflects amounts as to
which the beneficial owner has sole voting power and sole investment power.
The information set forth in this table is derived from filings made by the
named persons under Section 13 and/or Section 16 of the Exchange Act.
(2) Of the shares beneficially owned by Mr. Bronk, 20,000 are owned
directly by Suter GC Trust, a trust for which Mr. Bronk is the trustee.
While Mr. Bronk disclaims any pecuniary interest in these shares, he is
deemed to share beneficial ownership of such shares with this entity.
We are seeking potential business acquisitions or opportunities. It
is likely that such a transaction would result in a change of control of
the company, by virtue of issuing a controlling number of shares in the
transaction, change of management, or otherwise.
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We have not adopted any equity compensation plans.
ONE-FOR-TWO REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK
The Board of Directors has approved a resolution to effect a
one-for-two reverse split of our issued and outstanding shares of common
stock (the "Reverse Stock Split"). The Board of Directors has set the
close of business on the twentieth day following the mailing of this
Information Statement to the shareholders as the date on which the Reverse
Stock Split will become effective. Each share of common stock issued and
outstanding immediately prior to that effective date will be reclassified
as and changed into one-half of one share of common stock.
The principal effect of the Reverse Stock Split will be to decrease
the number of outstanding shares of common stock. At the time of the
approval of the Reverse Stock Split by the shareholders on February 8,
2004, we had 1,000,000 shares outstanding, which number will be reduced to
approximately 500,000 as a result of the Reverse Stock Spilt (assuming that
no post-Reverse Stock Split shares of Common Stock are issued in lieu of
fractional shares and assuming that no additional shares have been issued
or retired subsequent thereto). The common stock issued pursuant to the
Reverse Stock Split will be fully paid and nonassessable. The respective
relative voting rights and other rights that accompany the common stock
will not be altered by the Reverse Stock Split, and the common stock will
continue to have a par value of $0.001 per share. Consummation of the
Reverse Stock Split will not alter the number of our authorized shares of
common stock, which will remain at 100,000,000.
Reasons for the Proposed Reverse Stock Split
The Reverse Stock Split is being proposed to position the company for
any future business or opportunity. Management believes that the current
number of shares outstanding is too large to compensate any one individual
or group bringing a new business venture or opportunity to us and create a
stable market for the common stock if such a market should thereafter
develop.
Future Dilution; Anti-Takeover Effects
There may be certain disadvantages suffered by shareholders as a
result of the Reverse Stock Split. These disadvantages include an increase
in possible dilution to present shareholders' percentage ownership of the
common stock because of the additional authorized shares of common stock
which would be available for future issuance by us. Current shareholders,
in the aggregate, own approximately 1% of current authorized shares of
common stock under our present capital structure, but would own only 0.5%
of the authorized shares of common stock under our post-split capital
structure, assuming that the proposed Reverse Stock Split is consummated.
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Management is not aware of any attempts by third persons to accumulate
a large number of shares of common stock and the Board of Directors is not
recommending the Reverse Stock Split in response to any existing attempts
by third parties to obtain control of the company.
The Board of Directors believes that the consummation of the Reverse
Stock Split and the changes which would result therefrom will not cause us
to terminate registration of our common stock under the Securities Exchange
Act of 1934, as amended, or to cease filing reports thereunder, and we do
not presently intend to seek, either before or after the Reverse Stock
Split, any change in our status as a reporting company for federal
securities law purposes.
Federal Income Tax Consequences
The Reverse Stock Split should not result in any taxable gain or loss
to shareholders for U.S. federal income tax purposes. As a result of the
Reverse Stock Split, the U.S. tax basis of common stock received as a
result of the Reverse Stock Split will be equal, in the aggregate, to the
basis of the shares exchanged for the common stock. For U.S. federal
income tax purposes, the holding period of the shares immediately prior to
the effective date of the Reverse Stock Split will be included in the
holding period of the common stock received as a result of the Reverse
Stock Split.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE
DETAILED INFORMATION REGARDING THE EFFECTS OF THE REVERSE SPLIT ON THEIR
INDIVIDUAL TAX STATUS.
Exchange of Certificates
As soon as is practicable following the effective date of the Reverse
Stock Split, shareholders will be notified and offered the opportunity at
their own expense to surrender their current certificates to our stock
transfer agent in exchange for the issuance of new certificates reflecting
the Reverse Stock Split. Commencing on the effective date of the Reverse
Stock Split, each certificate representing pre-Reverse Stock Split shares
of common stock will be deemed for all purposes to evidence ownership of
post-Reverse Stock Split shares of common stock, as the case may be. No
fractional shares of common stock will be issued, and, in lieu thereof, a
whole share will be issued to any shareholders entitled to a fraction of a
share of common stock.
Determination by Board to Abandon Reverse Stock Split
In accordance with Nevada law and notwithstanding approval of the
proposal by shareholders, at any time prior to the effective date of the
Reverse Stock Split, the Board of Directors may, in its sole discretion,
abandon the proposal without any further action by shareholders.
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Effectiveness of the Reverse Split
The Reverse Stock Split will become effective at the close of business
on the twentieth day following the mailing of this information statement to
our shareholders.
No Appraisal Rights
Under Nevada law, our shareholders are not entitled to appraisal
rights with respect to the Reverse Stock Split.
Required Vote
The affirmative vote of the holders of a majority of the outstanding
shares of common stock is required for approval of the Reverse Stock Split
under Nevada General Corporation Law. Management has obtained this
approval through the written consent of shareholders owning a majority of
the voting control of our company. Thus, a meeting to approve the Reverse
Stock Split is unnecessary, and management decided to forego the expense of
holding a meeting to approve this matter.
ADDITIONAL INFORMATION
PLEASE READ THE ENTIRE DOCUMENT. Further information is available by
request or can be accessed on the Internet. Our company is subject to the
informational requirements of the Exchange Act, and in accordance therewith
files annual and quarterly reports, proxy statements and other information
with the SEC. Reports, proxy statements and other information filed by us
can be accessed electronically by means of the SEC's home page on the
Internet at http://www.sec.gov. You can read and copy any materials that
we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You can obtain information about the
operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. A copy of any public filing is also available, at no
charge, by contacting our president, Jason Daggett, at (949) 644-0095.
By Order of the Board of Directors
/s/ Lynn Carlson
Lynn Carlson, Secretary
Newport Beach, California
February 28, 2005
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