UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
ELRAY RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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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:
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(2) Aggregate number of securities to which transaction 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 of which the filing fee is
calculated and state how it was determined):
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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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NOTICE OF SHAREKHOLDER ACTION
IN LIEU OF A MEETING
New York, NY
November 16, 2012
TO: THE SHAREHOLDERS OF ELRAY RESOURCES, INC. (THE "COMPANY")
The purpose of this letter and the enclosed Information Statement is to
inform you that shareholders holding a majority of our Voting Stock (as defined
in the Information Statement) has executed a written consent in lieu of a
meeting to approve:
1) Amending our Certificate of Incorporation ("Certificate of
Incorporation") to effect a reverse stock split of our currently issued and
outstanding shares of each class of Capital Stock, manly our Common Stock Series
and Preferred Stock and Series B Preferred Stock by a ratio of one-hundred
for-one (100:1) on December 23, 2012, or as soon as it is approved by FINRA
without reducing the number of our authorized shares of capital stock (the
"Reverse Stock Split").
The details of the actions to be taken pursuant to such written consent are
set forth in the accompanying information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
By Order of the Board of Directors,
/s/ Anthony Brian Goodman
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Anthony Brian Goodman
Chief Executive Officer
ELRAY RESOURCES, INC.
757 N. Madison Ave., #1006
New York, NY 10022
(917) 775-9689
INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
This information statement will be mailed on or about November 28, 2012 to
the holders of the Common Stock (the "Voting Shareholders") of Elray Resources,
Inc., a Nevada corporation (referred to herein as "we," "us," or the "Company"),
in connection with the following actions taken pursuant to the written consent
of the shareholders holding a majority of the voting power of the Company's
outstanding Voting Stock (as defined below) (the "Majority Shareholders"), dated
as of November 28, 2012 (the "Written Consent") authorizing us to:
1) Amend our Certificate of Incorporation ("Certificate of Incorporation")
to (a) effect a reverse stock split of each class of our Capital Stock by a
ratio of one hundred-for-one (100:1) at any time prior to December 23, 2012, and
(b) reduce the number of authorized shares of our common stock from seven
hundred million (700,000,000) shares to fifty million (50,000,000) shares.
2) The Reverse Stock Split, is also referred to herein as the "Proposal").
The actions to be taken pursuant to the Written Consent shall be taken on
or about December 23, 2012, and no earlier than twenty (20) days after the
mailing of this information statement. Only Voting Shareholders of record at the
close of business on November 28, 2012 are being given notice of the actions to
be taken pursuant to the Written Consent (the "Record Date") and such notice is
being given solely for the purpose of informing them of such corporate actions
before they take effect.
On November 28, 2012, our board of directors (the "Board") unanimously
adopted resolutions authorizing the Proposal.
Section 78.320 of the Nevada Revised Statutes provides that the written
consent of the holders of the issued and outstanding shares of voting capital
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, may be substituted for a meeting.
In order to eliminate the costs and management time involved in obtaining
proxies and in order to effect the Proposal as early as possible to accomplish
the purposes hereafter described, the Board elected to seek the written consent
of the Majority Shareholders to reduce the costs and implement the Proposal in a
timely manner.
NO APPRAISAL RIGHTS
The holders of shares of the Company's Capital Stock have no appraisal rights
under Nevada law, the Company's Certificate of Incorporation, or the Company's
Bylaws with respect to the proposed amendment to the Company's Certificate of
Incorporation effecting the Reverse Stock Split.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
one billion five hundred million shares (1,500,000,000) of which :
(i) One Billion Seven Hundred million (1,700,000,000) shares with a par
value of $0.0001 have been designated common stock (the "Common
Stock");
(ii) Three Hundred million (300,000,000) shares with a par value of $0.001
have been designated as Series A Preferred Stock (the "Series A
Preferred"); and
(iii) One Hundred million (100,000,000) shares with a par value of $0.001
have been designated as Series B Preferred Stock (the "Series B
Preferred").
Also as of the Record Date, we have the following number of shares issued
and outstanding:
(i) 1,531,358,799 shares of Common Stock;
(ii) 211,018,516 shares of Series A Preferred; and
(iii) 88,000,000 shares of Series B Preferred.
Each share of Common Stock entitles its holder to one (1) vote on each
matter submitted to the shareholders, each share of Series A Preferred entitles
its holder to one hundred (100) votes on each matter submitted to the
shareholders and each share of Series B Preferred entitles the holder to one
thousand (1,000) votes on each matter submitted to the shareholders. The total
number of votes able to be cast by all of the outstanding shares of Capital
Stock is referred to herein as the "Voting Stock".
Due to the fact that the shareholders holding at least a majority of the
voting rights of all outstanding Voting Stock as of the Record Date have voted
in favor of the Proposal by the Written Consent; and having sufficient voting
power to approve the Proposal through their ownership of Voting Stock, no other
shareholder consents will be obtained in connection with this information
statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the actions described herein will not be implemented until a date at
least 20 days after the date on which this information statement has been mailed
to the Voting Shareholders. The Company anticipates that the actions
contemplated herein will be effected on or about the close of business on
December 28, 2012.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.
The Company does not pay any of its directors for their services as
directors. It is possible that its management could begin to pay its directors
for meetings attended, grant a small number of stock options or issue shares of
our common stock for their services. However, no specific determination in this
regard has been made.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being furnished to you pursuant to Section 14
of the Securities Exchange Act of 1934 to notify the Voting Shareholders of
certain corporate actions taken by the Majority Shareholders pursuant to the
Written Consent.
WHO IS ENTITLED TO NOTICE?
Each outstanding share of Capital Stock as of record on the Record Date
will be entitled to notice of the actions to be taken pursuant to the Written
Consent. The shareholder, as of the close of business on the Record Date, that
held in excess of fifty percent (50%) of the voting power of the Company's
outstanding shares of Voting Stock voted in favor of the Proposals.
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WHAT CONSTITUTES THE VOTING STOCK OF THE COMPANY?
The voting power entitled to vote on the Proposal consists of the vote of
the holders of the issued and outstanding shares of our Capital Stock. As of the
Record Date, a total of 110,334,191,883 votes were able to be cast on any
matters submitted to the Shareholders.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
The affirmative vote of a majority of the voting power of the shares of
Voting Stock outstanding on the Record Date is required for approval of the
Proposal. A majority of the voting power of the outstanding shares of Voting
Stock voted in favor of the Proposals pursuant to the Written Consent.
WHAT CORPORATE MATTERS DID THE MAJORITY SHAREHOLDER VOTE FOR?
Shareholders holding a majority of the voting stock voted in favor of the
following Proposal:
1) Approval of an amendment to our Certificate of Incorporation to effect a
reverse stock split of one hundred-for-one (100:1) on December 23, 2012, or as
soon as such action is approved by FINRA.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of our
Common Stock owned as of November 28, 2012 by all persons (i) known to us who
own more than 5% of the outstanding number of such shares, (ii) by all of our
directors, and (iii) by all officers and directors of us as a group. Unless
otherwise indicated, each of the Shareholders has sole voting and investment
power with respect to the shares beneficially owned.
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SECURITY OWNERSHIP OF SHAREHOLDERS BENEFICIALLY OWNING MORE THAN FIVE PERCENT
(5%) OF ANY CLASS OF THE VOTING STOCK:
Shares
Beneficially Percent of Percent of Total
Title of Class Name and Address Of Owner Owned (1) Class Owned (1) Voting Shares (2)
-------------- ------------------------- --------- --------------- -----------------
Common Stock Brian Goodman - CEO and member 192,230,886 (3) 15.6% 0.17%
of the Board of Directors
Suite 2401, Level 24, Tower 1
Westfield Towers, 520 Oxford St.
Bondi Junction NSW2030
Australia
Series A Preferred Lai Sio I 99,706,249 47.25% 9.04%
Stock Avenida Marciano Baptista #26
10 Andar E-J Edif
Centro C. Chong Fok
Macau
Series A Preferred Millennium Commodity Trading Pty 22,156,944 10.5% 2.01%
Unit 1302, 13F Ruttonjee House
11 Duddell Street Central
Hong Kong
Series A Preferred Millennium Holdings Pty 22,156,944 10.5% 2.01%
Unit 1302, 13F Ruttonjee House
11 Duddell Street Central
Hong Kong
Series A Preferred Portspot Consultants, Ltd. 66,998,379 31.75% 6.08%
Stock Treppides Tower, 5th Fl
Kafkasou 9, Aglantzia
Nicosia, Cyprus, CY2112
Series B Preferred Gold Globe Investments Limited 88,000,000 100% 79.79%
Stock Trreppides Tower 5th Fl
Kafkasou 9, Aglantzia
Cyprus
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(1) Applicable percentage of ownership is based on the following number of
shares outstanding for each class of our capital stock, each as of November
28, 2012:
1,232,340,283 shares of our Common Stock;
211,018,516 shares of our Series A Preferred Stock; and
88,000,000 shares of our Series B Preferred Stock
Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and means voting or investment power
with respect to securities. Shares of our common stock issuable upon the
exercise of stock options exercisable currently or within 60 days of
November 28, 2012 are deemed outstanding and to be beneficially owned by
the person holding such option for purposes of computing such person's
percentage ownership, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
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(2) Calculation of percentage of Voting Shares is based on the following voting
rights: (a) each share of Common Stock has the right to cast one (1) vote;
each share of Series A Preferred Stock has the right to cast one hundred
(100) votes; and each share of Series B Preferred Stock has the right to
cast one thousand (1,000) votes.
(3) Includes 154,202,716 shares held by Articulate (Pty) Ltd, a company
established for the benefit of the Goodman family. Also includes 24,144,870
shares owned by family members residing with Mr. Goodman.
SECURITIES BENEFICIALLY OWNED BY ALL EXECUTIVE OFFICERS AND DIRECTORS:
Shares
Beneficially Percent
Title of Class Name and Address Of Owner Owned (1) Owned (1)
-------------- ------------------------- --------- ---------
Common Stock Brian Goodman - CEO and member 192,230,886 (2) 15.6%
of the Board of Directors
Suite 2401, Level 24, Tower 1
Westfield Towers, 520 Oxford St.
Bondi Junction NSW2030
Australia
Common Stock David Price - Secretary 1,500,000 0.12%
3520 Oriental St.
Rockville, MD 20853
Common Stock Michael Silverman - member of the 3,000,000 0.24%
Board of Directors
345 S. Reeves Dr. #20
Beverly Hills, CA 90212
Common Stock Dr. Roy Sugarman - member of the 3,000,000 0.24%
Board of Directors
7 Northcote St
Rose Bay NSW 2029
Australia
Total 199,730,886 16.21%
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(1) Percentage of ownership is based on 1,232,340,283 shares of our Common
Stock issued and outstanding as of November 28, 2012. Beneficial ownership
is determined in accordance with rules of the Securities and Exchange
Commission and means voting or investment power with respect to securities.
Shares of our common stock issuable upon the exercise of stock options
exercisable currently or within 60 days of November 28, 2012 are deemed
outstanding and to be beneficially owned by the person holding such option
for purposes of computing such person's percentage ownership, but are not
deemed outstanding for the purpose of computing the percentage ownership of
any other person.
(2) Includes 154,202,716 shares held by Articulate (Pty) Ltd, a company
established for the benefit of the Goodman family. Also includes 24,144,870
shares owned by family members residing with Mr. Goodman.
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PROPOSAL
APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE
STOCK SPLIT OF ALL OF OUR CAPITAL STOCK BY A RATIO OF ONE HUNDRED-FOR-ONE
(100:1) AT ANY TIME PRIOR TO DECEMBER 31, 2012.
The Board unanimously adopted a resolution approving, declaring advisable
and recommending to the Voting Shareholders for their approval, an amendment to
the Company's Certificate of Incorporation, to effect a reverse stock split of
all of our Capital Stock by a ratio of one hundred-for-one (100:1) at any time
prior to December 31, 2012.
GENERAL
The Board approved a resolution to effect a 100-for-1 reverse stock split
of our issued and outstanding shares of Capital Stock. Under this Reverse Stock
split, each one hundred (100) shares of our each class of our Capital Stock will
be converted automatically into one (1) share of the same class of Capital
Stock.
The effective date of the Reverse Stock Split will be on or about December
23, 2012 (the "Effective Date"). The amendment to the Certificate of
Incorporation effecting the Reverse Stock Split, which will be filed with the
Nevada Secretary of State, shall be substantially in the form contained in
Exhibit A to this Information Statement. To avoid the existence of fractional
shares of our common stock, the Company will be rounded up to the next whole
number.
PURPOSE AND MATERIAL EFFECTS OF REVERSE STOCK SPLIT
The Board believes that, among other reasons, the low market price of the
Company's Common Stock has contributed to a lack of investor interest in the
Company and has made it difficult to attract new investors. The Board has
proposed the Reverse Stock Split as one method to attract new investors and is
determined that the resultant increase in stock price will enable investment
from certain institutional investors who may have internal policies and
practices that either prohibit or discourage brokers from recommending
low-priced stocks.
We believe that the Reverse Stock Split may improve the price level of our
Common Stock and that the higher share price could help generate interest in the
Company among investors and other business opportunities. If we continue to
trade at the point we are without effecting a reverse stock split the low market
value of our stock makes it increasingly difficult and potentially impossible to
raise additional financing. It must be noted that the effect of the Reverse
Stock Split upon the market price for our Common Stock is unpredictable, and the
history of similar stock split combinations for companies like us is varied. The
Board does believe however, although there is no assurance, that the Company's
repeated financial improvement will have a positive effect on the post reverse
stock split stock value. Accordingly, for these and other reasons discussed
below, we believe that effecting the Reverse Stock Split is in the Company's and
our shareholders' best interests.
The principal effect of the Reverse Stock Split will be that the number of
shares of each class of our Capital Stock will be reduced as follows as of the
effective date of the Reverse Stock Split:
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PRE-REVERSE STOCK SPLIT
Issued and Authorized
Class of Shares Authorized Outstanding but unissued
--------------- ---------- ----------- ------------
Common Stock 700,000,000
Series A Preferred Stock 50,000,000
Series B Preferred Stock 88,000,000
POST-REVERSE STOCK SPLIT
Issued and Authorized
Class of Shares Authorized Outstanding but unissued
--------------- ---------- ----------- ------------
Common Stock
Series A Preferred Stock
Series B Preferred Stock 880,000
Except as may result from the treatment of fractional shares, the Reverse
Stock Split will not change the proportionate equity interests or voting power
of our shareholders. All other rights of shareholders will remain unaltered,
except for possible immaterial changes. The Capital Stock issued pursuant to the
Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock
Split is not intended as, and will not have the effect of, a "going private
transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934. We
will continue to be subject to the periodic reporting requirements of the
Securities Exchange Act of 1934.
Shareholders should recognize that they will own a fewer number of shares
than they presently own (a number equal to the number of shares owned
immediately prior to the filing of the certificate of amendment divided by 100).
While we anticipate that the Reverse Stock Split will result in a potential
increase in the market price of our Common Stock, there can be no assurance that
the Reverse Split will achieve this. Should the market price of our Common Stock
decline, the percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than in the absence of a reverse
split. Furthermore, the possibility exists for an adverse affect on the
liquidity of the market price of our Common Stock following the Reverse Stock
Split.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing this Reverse Stock Split is to increase the
market value of our Common Stock in order to have the ability to issue shares to
attract investors for future financing and business partners. The Company
currently has no such financing or business partnership agreements pending.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
Shareholders holding shares of our Capital Stock in certificated form will
be sent a transmittal letter by Empire Stock Transfer after the Effective Date.
The letter of transmittal will contain instructions on how a Shareholder should
surrender his, her or its certificate(s) representing shares of our Capital
Stock (the "Old Certificates") to the transfer agent in exchange for
certificates representing the appropriate number of whole shares of post-Reverse
Stock Split Capital Stock (the "New Certificates"). No New Certificates will be
issued to a shareholder until such shareholder has surrendered all Old
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Certificates, together with a properly completed and executed letter of
transmittal, to the Consent Solicitation Agent. No shareholder will be required
to pay a transfer or other fee to exchange his, her or its Old Certificates.
Shareholders will then receive a New Certificate(s) representing the number of
whole shares of Capital Stock that they are entitled as a result of the Reverse
Stock Split, subject to the treatment of fractional shares described below.
Until surrendered, we will deem outstanding Old Certificates held by
shareholders to be cancelled and only to represent the number of whole shares of
post-Reverse Stock Split Capital Stock to which these shareholders are entitled,
subject to the treatment of fractional shares. Any Old Certificates submitted
for exchange, whether because of a sale, transfer or other disposition of stock,
will automatically be exchanged for New Certificates. If an Old Certificate has
a restrictive legend on the back of the Old Certificate(s), the New Certificate
will be issued with the same restrictive legends that are on the back of the Old
Certificate(s).
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
FRACTIONAL SHARES
We will not issue fractional shares in connection with the Reverse Stock Split.
We will round up each fractional share to the next whole number.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
The following summary of material federal income tax consequences of a
reverse stock split is based on current law, including the Internal Revenue Code
of 1986, as amended, and is for general information only. The tax treatment of a
shareholder may vary depending upon the particular facts and circumstances of
such shareholder, and the discussion below may not address all of the tax
consequences for a particular shareholder. For example, foreign, state and local
tax consequences are not discussed below. Accordingly, each shareholder should
consult his or her tax advisor to determine the particular tax consequences to
him or her of a reverse stock split, including the application and effect of
federal, state, local and/or foreign income tax and other laws.
Generally, a reverse stock split will not result in the recognition of gain
or loss for federal income tax purposes. The adjusted basis of the aggregate
number of new shares of common stock will be the same as the adjusted basis of
the aggregate number of shares of common stock held by such holder immediately
prior to the reverse stock split. The holding period of the new, post-split
shares of the Common Stock resulting from implementation of the Reverse Stock
Split will include the shareholder's respective holding periods for the
pre-split shares of the Common Stock held by such holder immediately prior to
the Reverse Stock Split.
EFFECTIVE DATE OF THE AMENDMENTS
The amendment to the Certificate of Incorporation will become effective
upon the filing with the Secretary of State of the State of Nevada the
Certificate of Amendment to our Certificate of Incorporation. We presently
intend to file the Certificate of Amendment on December 23, 2012 and certainly
no sooner than the date that is twenty (20) days after this information
statement is mailed to our shareholders; that is, the amendment may be effective
as soon as December 23, 2012. However, the Board is authorized to abandon, at
its sole discretion, the amendment at any time prior to effectiveness without
further action by shareholders. Moreover, the effect of the Reverse Split will
also be subject to approval by FINRA. We intend to immediately submit
appropriate forms to FINRA regarding the Reverse Stock Split following the
filing of this Information Statement. However, we cannot at this time estimate
when FINRA will effect the Reverse Stock Split in the markets.
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SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the Reverse Stock Split:
* The issued and outstanding Capital Stock shall be reduced on the basis of
one post-split share of the Capital Stock for every 100 pre-split shares of the
Capital Stock outstanding. The consolidation shall not affect any rights,
privileges or obligations with respect to the shares of the Capital Stock
existing prior to the consolidation.
* Shareholders of record of the Capital Stock as of November 28, 2012 shall
have their total shares reduced on the basis of one post-split share of Common
Stock for every 100 pre-split shares outstanding.
* As a result of the reduction of the Capital Stock, the pre-split total of
issued and outstanding shares of Capital Stock shall be consolidated into the
following numbers of shares of capital stock:
1,232,340,283 shares of Common Stock;
2,110,187 shares of Series A Preferred Stock; and
880,000 shares of Series B Preferred
This action has been approved by the Board and the written consent of the
Majority Shareholders.
DISSENTERS' RIGHTS OF APPRAISAL
Under the Nevada Revised Statutes, shareholders are not entitled to
dissenters' rights of appraisal in connection of the Proposal.
SHAREHOLDERS SHARING AN ADDRESS
In accordance with notices to many shareholders who hold their shares
through a bank, broker or other holder of record (a "street-name shareholder")
and share a single address, only one information statement is being delivered to
that address unless contrary instructions from any shareholder at that address
were received. This practice, known as "householding," is intended to reduce our
printing and postage costs. However, any such street-name shareholder residing
at the same address who wishes to receive a separate copy of this information
statement, or any future notices and documents, may make such request by
contacting the bank, broker or other holder of record, or our offices by
telephone at (917) 775-9689, or by mail to: Elray Resources, Inc., 757 N.
Madison Ave., #1006, New York, NY 10022. In addition, any such street-name
shareholders residing at the same address who have received multiple copies of
this information statement and wish to receive a single copy of our annual
reports, information statements and proxy materials in the future may contact
the bank, broker or other holder of record, or our offices at the contact
information above.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This information statement contains forward-looking statements, which
reflect our views with respect to future events. These forward-looking
statements are subject to certain uncertainties and other factors that could
cause actual results to differ materially from such statements. These
forward-looking statements are identified by, among other things, the words
"anticipates", "intends", "believes", "will", "estimates", "expects", "plans",
"projects", "targets" and similar expressions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
You should rely only on the information the Company has provided in this
information statement. The Company has not authorized any person to provide
information other than that provided herein. You should not assume that the
information in this information statement is accurate as of any date other than
the date on the front of the document, unless expressly set forth otherwise.
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ADDITIONAL INFORMATION
The Company files annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K or Form 8-K/A and other information with the
SEC. Reports and other information filed by us can be inspected and copied at
the public reference facilities maintained at the SEC at 100 F Street, N.E.,
Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a web
site on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company's board of directors recommended approval of the Proposals to the
Voting Shareholders.
By order of the Board of Directors
/s/ Brian Goodman
-------------------------------
Brian Goodman
Chief Executive Officer
December 3, 2012
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