SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
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
RED GIANT ENTERTAINMENT, 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 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:
RED GIANT ENTERTAINMENT, INC.
614 E. Hwy 50, Suite 235
Clermont, Florida 34711
NOTICE
TO ALL STOCKHOLDERS OF RED GIANT ENTERTAINMENT, INC.:
This Information Statement is being provided pursuant to the requirements of
Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to inform holders of common stock entitled to
vote or give an authorization or consent in regard to the corporate action that
the corporate action has been approved by a written consent of a majority of
stockholders (the "Written Consent") and will be effective 20 calendar days from
the date of mailing this Information Statement to you. The Written Consent
authorizes the following corporate action:
To approve the filing of a Certificate of Amendment to our Articles of
Incorporation to increase the number of authorized shares of our common
stock, par value $0.0001 per share (our "Common Stock") from 6,000,000,000
to 12,000,000,000.
The required consent of at least a majority of the votes allocated to our voting
shares was given for the action listed above.
The Board has fixed the close of business on October 5, 2015 as the record date
(the "Record Date") for the determination of stockholders who are entitled to
receive this Information Statement, which is expected to be first mailed on or
about October 30, 2015. Stockholders are not entitled to dissenter's rights of
appraisal with respect to any of the matters being authorized under the Nevada
Revised Statutes, our Articles of Incorporation or our Bylaws with respect to
any matters being authorized.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
THE TRANSACTION DISCUSSED IN THIS INFORMATION STATEMENT IS BEING
PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
RED GIANT ENTERTAINMENT, INC.
614 E. Hwy 50, Suite 235
Clermont, Florida 34711
INFORMATION STATEMENT
This information statement is being furnished on or about October 30, 2015 by
the Board of Directors (the "Board") of Red Giant Entertainment, Inc., a Nevada
corporation ("we," "us," and "our" generally refers to Red Giant Entertainment,
Inc., and our wholly owned subsidiaries) to the holders of record of our issued
and outstanding common stock, par value $0.0001, ("Common Stock" or "Voting
Shares") as of the close of business on October 5, 2015 (the "Record Date"),
pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
On October 5, 2015, the Board, acting pursuant to Nevada Revised Statutes
Section 78.390, deemed it in our best interests to take the action listed below:
To approve the filing of a Certificate of Amendment to our Articles of
Incorporation to increase the number of authorized shares of our common
stock, par value $0.0001 per share (our "Common Stock") from 6,000,000,000
to 12,000,000,000.
We are also providing notice to our stockholders that the Directors who voted in
favor of the corporate action by Written Consent, a copy of which is attached
hereto as Exhibit A (the "Written Consent"), also have sufficient voting rights
to constitute a majority of our stockholders and have exercised their
stockholder voting rights to approve the corporate action described above by
Written Consent. The purpose of this Information Statement is to inform holders
of Voting Shares that the Board considers the following actions to be in the
best interests of us and our stockholders and that a majority of the votes
allocated to the Voting Shares has taken the following actions by the Written
Consent to be effective 20 calendar days from the date of mailing this
Information Statement to you:
To approve the filing of a Certificate of Amendment to our Articles of
Incorporation to increase the number of authorized shares of our Common
Stock from 6,000,000,000 to 12,000,000,000.
As of the Record Date, there were 4,673,463,343 shares of Common Stock
outstanding, with one vote per share.
Under Section 78.320 of the Nevada Revised Statutes, the written consent of
stockholders holding a majority of the voting power allocated to our Voting
Shares may be substituted for an annual meeting of the stockholders.
We will only deliver one copy of this Information Statement to multiple security
holders sharing an address unless we have received contrary instructions from
one or more of the security holders. Upon written or oral request, we will
promptly deliver a separate copy of this Information Statement and any future
Annual Reports and Information Statements 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 any future Annual
Reports and Information Statements to any security holder or holders sharing an
address to which multiple copies are now delivered. You should direct any such
requests to the following address: 614 E. Hwy 50, Suite 235, Clermont, Florida
34711; telephone number: (866) 926-6427.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to our Amended and Restated Bylaws (our "Bylaws") and the Nevada
Revised Statutes, a vote by the holders of at least a majority of the votes
allocated to the Voting Shares is required to effect the action described
herein. As of the Record Date, there were 4,673,463,343 Voting Shares issued and
outstanding with one vote each, of which 2,336,731,673 votes (50% plus one vote)
were required to pass any stockholder resolutions. The consenting stockholders,
who consisted of our officers and directors (the "Consenting Stockholders"), are
collectively the record owners of Voting Shares outstanding as of October 5,
2015 with 2,386,341,600 votes, which represented 51.1% of the votes allocated to
the issued and outstanding Voting Shares as of that date, including the voting
rights of holders of Series Z Preferred Shares. Pursuant to the Nevada Revised
Statutes, the Consenting Stockholders voted in favor of the actions described
herein by the Written Consent. There are no cumulative voting rights. No
consideration was paid for the consent. The Consenting Stockholders'
affiliations with us and beneficial holdings are set forth below under "Security
Ownership of Certain Beneficial Owners and Management."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, the number of shares of
Common Stock owned of record and beneficially by (i) each of our named executive
officers and directors; and (ii) all directors and officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. Shares
of common stock are deemed to be outstanding and to be beneficially owned by the
person listed below for the purpose of computing the percentage ownership of the
person, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person, if that person has the right to
acquire beneficial ownership of such shares within 60 calendar days of the date
of this Information Statement.
Unless otherwise indicated below, the address of each beneficial owner is c/o
Red Giant Entertainment, Inc., 614 Hwy. 50, Suite 235, Clermont, Florida 34711.
Unless otherwise indicated below, we believe that each of the persons listed in
the table (subject to applicable community property laws) has the sole power to
vote and to dispose of the shares listed opposite the stockholder's name. All
calculations are based on 4,673,463,343 shares of common stock outstanding as of
the Record Date.
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OF TITLE BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OF CLASS OWNED OWNED
---------------- -------- ----- -----
Benny R. Powell Common 146,801,600 3.1%
Preferred 5,000,000 (1) 25.0%
David Campiti Common 43,300,000 0.93%
Chris Crosby Common 34,640,000 0.74%
Isen Robbins Common 43,300,000 0.93%
Preferred 5,000,000 (1) 25.0%
Aimee Schoof Common 43,300,000 0.93%
Preferred 5,000,000 (1) 25.0%
Mark Fischbach Common 75,000,000 1.6%
Preferred 5,000,000 (1) 25.0%
All Directors and officers Common 386,341,600 8.3%
as a group Preferred 20,000,000 100.00%
----------
1. Series Z Preferred shares have voting rights on all issues that common
stock shareholders are entitled to vote. Series Z preferred shares have 100
votes for every preferred share owned.
2
ACTION - AMENDMENT OF OUR ARTICLES OF INCORPORATION
On October 5, 2015, the Board approved by majority written consent the form of
Amendment attached hereto as Exhibit 1, subject to stockholder approval,
amending our Articles of Incorporation to increase the authorized number of
shares of Common Stock from 6,000,000,000 to 12,000,000,000. Approval for the
Amendment was obtained through the Written Consent.
EFFECT OF THE AMENDMENT
The Amendment increases the authorized number of shares of Common Stock. This
increase could have a number of effects on our stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
us more difficult.
PURPOSE OF THE AMENDMENT
The Amendment to increase the authorized number of shares of Common Stock is
being made, in part, to enable us to satisfy: (i) the reserved but unissued
requirements of our currently outstanding convertible notes; and (ii) our
obligations under the 2013 Stock Option Plan. The Amendment will also provide us
with more flexibility and opportunities to conduct equity financings and
acquisitions, and to satisfy reserved but unissued requirements of warrants,
options and convertible notes that may be issued in future financing activities.
It is necessary to satisfy the reserve requirements of our currently outstanding
convertible notes to issue authorized shares of Common Stock upon the exercise
of conversion on such securities. We believe that having such additional
authorized shares available for issuance in the future will give us greater
flexibility and may allow such shares to be issued without the expense and delay
of a special stockholders' meeting or obtaining written consents to amend the
articles of incorporation to increase authorized capital at such later date.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing stockholders, we believe that such
transactions would ultimately increase stockholder value. The increase in
authorized Common Stock will not have any immediate effect on the rights of
existing stockholders.
Dated: October 5, 2015
By Order of the Board of Directors
/s/ Benny R. Powell
-----------------------------------
Benny R. Powell
President and CEO
3
EXHIBIT A
MAJORITY WRITTEN CONSENT
RED GIANT ENTERTAINMENT, INC.,
A NEVADA CORPORATION
The undersigned stockholders, constituting the majority stockholders of Red
Giant Entertainment, Inc., a Nevada corporation (the "Corporation"), acting
pursuant to the authority of Section 78.320 of the Nevada Revised Statutes and
the Bylaws of the Corporation, and with the understanding that the execution of
this consent is in lieu of holding an annual stockholders' meeting, do hereby
adopt the following resolutions:
INCREASE IN AUTHORIZED STOCK
WHEREAS, the majority stockholders have been presented with a proposed
Certificate of Amendment to the Articles of Incorporation of Red Giant
Entertainment, Inc. (the "Certificate") in substantially the form attached
hereto as Exhibit 1;
WHEREAS, the Certificate increases the authorized shares of our Common
Stock, par value $0.0001 per share (our "Common Stock") to 12,000,000,000 shares
of Common Stock; and
WHEREAS, the majority stockholders deem it to be in the best interest of
the Corporation to approve the filing of the Certificate with the Nevada
Secretary of State.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that the majority stockholders of
the Corporation hereby approve the filing of the Certificate with the Nevada
Secretary of State.
RESOLVED FURTHER, that the officers and directors of the Corporation, and
each of them, are authorized to perform any actions and execute any and all
documents required to carry out this resolution.
RATIFICATION OF ACTIONS
RESOLVED, that all actions taken by the officer and directors of the
Corporation since the last meeting of the stockholders be, and they hereby are,
ratified, approved and confirmed in all respects; except those acts which are
violations of law, public policy or the fiduciary duty existing between said
persons and the Corporation.
IN WITNESS WHEREOF, the undersigned stockholders, constituting the majority
stockholders of the Corporation, has executed this Majority Written Consent as
of October 5, 2015.
NUMBER OF PERCENT OF
SHARES SHARES
NAME AND ADDRESS OF TITLE BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OF CLASS OWNED OWNED
---------------- -------- ----- -----
Benny R. Powell Common 146,801,600 3.1%
Preferred 5,000,000 (1) 25.0%
David Campiti Common 43,300,000 0.93%
Chris Crosby Common 34,640,000 0.74%
Isen Robbins Common 43,300,000 0.93%
Preferred 5,000,000 (1) 25.0%
4
Aimee Schoof Common 43,300,000 0.93%
Preferred 5,000,000 (1) 25.0%
Mark Fischbach Common 75,000,000 1.6%
Preferred 5,000,000 (1) 25.0%
All Directors and officers Common 386,341,600 8.3% (2)
as a group Preferred 20,000,000 100.00% (2)
----------
1. Series Z Preferred shares have voting rights on all issues that common
stock shareholders are entitled to vote. Series Z preferred shares have 100
votes for every preferred share owned.
2. Effective Voting Control equals 51.1%.
Members of the Board:
/s/ Benny R. Powell /s/ David Campiti
----------------------------------- -----------------------------------
Benny R. Powell, Director and David Campiti, Director and
Shareholder Shareholder
/s/ Chris Crosby /s/ Isen Robbins
----------------------------------- -----------------------------------
Chris Crosby, Director and Isen Robbins, Director and
Shareholder Shareholder
/s/ Aimee Schoof /s/ Mark Fischbach
----------------------------------- -----------------------------------
Aimee Schoof, Director and Mark Fischbach, Director and
Shareholder Shareholder
5
EXHIBIT 1
FORM OF CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
Barbara Cegavske
Secretary of State
206 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708 Website: www.nvsos.gov
Filed in the office of
/s/ Barbara Cegavske
Certificate of Amendment Barbara Cegavske
(PURSUANT TO NRS 78.385 AND 78.390) Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Red Giant Entertainment, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Article 4, Section 4.1 is hereby deleted and replaced with the following:
The aggregate number of shares that the Corporation shall have authority to
issue is TWELVE BILLION ONE HUNDRED MILLION (12,100,000,000) shares, consisting
of (i) TWELVE BILLION (12,000,000,000) shares of Common Stock, par value $0.0001
per share (the "Common Stock"); and ONE HUNDRED MILLION (100,000,000) shares of
preferred stock, par value $0.0001 per share (the "preferred stock").
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 2,386,341,600.
4. Effective date of filing (optional): Date: Time:
(must be no later than 90 days after the certificate is filed)
5. Signature (Required)
/s/ Benny R. Powell
---------------------------------
Signature of Officer
* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.