SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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
WALKER FINANCIAL 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:
WALKER FINANCIAL CORPORATION
990 Stewart Avenue, Suite 650
Garden City, New York 11530
May ___, 2006
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
Garden City, New York
__________, 2006
This information statement has been mailed on or about _________, 2006 to
the stockholders of record on __________, 2006 (the "Record Date") of Walker
Financial Corporation (the "Company") in connection with certain actions to be
taken by the written consent by stockholders of the Company holding a majority
of the outstanding shares of common stock of the Company, dated as of
May 23, 2006. The actions to be taken pursuant to the written consent
shall be taken on or about ____________, 2006, 20 days after the mailing of this
information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Mitchell S. Segal
Mitchell S. Segal
Chief Executive Officer
WALKER FINANCIAL CORPORATION
990 Stewart Avenue, Suite 650
Garden City, New York 11530
TO THE STOCKHOLDERS OF WALKER FINANCIAL CORPORATION
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT
OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING STOCK OF THE COMPANY
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
the written consent of stockholders holding a majority of the outstanding shares
of common stock of the Company dated May 22, 2006, in lieu of a special meeting
of the stockholders. Such action will be become effective on or about
_________________, 2006:
1. Amendment to the Company's Articles of Incorporation, as amended, to
lower the par value of its common stock and preferred stock from $0.10 to
$0.0001.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
100,000,000 shares of Common Stock, of which 13,837,220 shares were issued and
outstanding as of the Record Date and 5,000,000 shares of Preferred Stock, of
which none are issued and outstanding as of the Record Date. Holders of Common
Stock of the Company have no preemptive rights to acquire or subscribe to any of
the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders. Because stockholders holding at least a majority
of the voting rights of all outstanding shares of capital stock as of May __,
2006 have voted in favor of the foregoing proposals by resolution dated May 23,
2006; and having sufficient voting power to approve such proposals through their
ownership of capital stock, no other stockholder consents will be solicited in
connection with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on ___________, 2006.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 228 of the General Corporation Law of the State of Delaware.
By Order of the Board of Directors,
/s/Mitchell S. Segal
Chief Executive Officer
Garden City, New York
May ___, 2006
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
TO LOWER THE PAR VALUE OF THE CAPITAL STOCK
On May 23, 2006, stockholders holding a majority of the shares of common
entitled to vote approved an amendment to our Certificate of Incorporation, as
amended and restated, to decrease the par value of our common stock from $.10
per share to $.0001 per share. As of the record date, our authorized
capitalization consisted of 100,000,000 shares of common stock, of which
13,837,220 shares were issued and outstanding as of the record date and
5,000,000 shares of preferred stock, of which none are issued and outstanding as
of the record date. A copy of the amendment to our Certificate of
Incorporation is attached hereto as Annex A.
The proposed reduction in the par value per share of our capital stock is
intended to enable us to raise additional capital required to continue and
expand our business operations. Delaware law does not permit a corporation to
issue stock for a consideration that is below the par value of that entity's
capital stock. During the period from April 3, 2006 through May 22, 2006, the
closing price of our common stock on the OTC Bulletin has ranged from $0.095 to
$0.11. As a result, it may become impossible for us to raise additional funds
through the issuance of equity securities in the near future.
In February 2006, we entered into an investment agreement with Dutchess Private
Equities Fund, L.P. providing for the sale and issuance to Dutchess from time to
time of up to $10,000,000 in shares of Common Stock until May 2009. Under the
terms of the investment agreement, the purchase price for the shares to be sold
will be equal to 93% of the lowest closing bid price of the Common Stock during
the five-day period following the date we deliver a notice of our intention to
sell shares to Dutchess. At the current market price of our common stock we
will not be able to sell any shares of common stock to Dutchess. If we are
unable to raise capital through Dutchess or otherwise, it may be necessary to
curtail, or cease entirely our plan of operations.
The proposed reduction in par value for the common stock would be effected by a
reduction in the capital stock account on our balance sheet and a corresponding
increase in the additional paid-in (or surplus) capital account and thus would
have no impact on our capital structure. The reduction in par value would not
reduce the ownership interests of stockholders, nor would it have any other
impact on the rights and privileges of the holders of common stock (other than
in the reduction of par value). The reduction in par value per share reduces the
amount required to be carried by us as capital, thereby potentially increasing
our surplus capital available for dividends and other distributions and for
other corporate purposes.
ADDITIONAL INFORMATION
We will provide upon request and without charge to each stockholder receiving
this Information Statement a copy of our annual report on Form 10-KSB for the
fiscal year ended December 31, 2005 and quarterly report on Form 10-QSB for the
quarter ended March 31, 2006, including the financial statements and financial
statement schedule information included therein, as filed with the SEC.
By Order of the Board of Directors,
/s/ Mitchell S. Segal
- ------------------------
Chief Executive Officer
Garden City, New York
May ___, 2006
ANNEX A
AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
WALKER FINANCIAL CORPORATION
Walker Financial Corporation (the "Corporation"), a corporation organized
and existing under the laws of the State of Delaware, hereby certifies as
follows:
1. The name of the Corporation is Walker Financial Corporation and the
name under which the Corporation was originally incorporated is Walker
Cinematography Corporation. The date of filing of its original Certificate of
Incorporation with the Secretary of State was September 29, 1967.
2. This Amendment to the Certificate of Incorporation as previously
amended and restated, further amends the Certificate of Incorporation of the
Corporation by amending the introductory paragraph of Article Fourth to decrease
the par value of the shares the Corporation is authorized to issue from $0.10 to
$0.0001, as follows:
"FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is one hundred five million (105,000,000), of which five
million (5,000,000) are to be designated preferred stock having a par value of
$0.0001 per share and one hundred million (100,000,000) are to be common stock
having a par value $0.0001 per share. The powers, preferences, rights,
qualifications, limitations, or restrictions of the shares of stock of each
class and series, which the Corporation is authorized to issue, are as follows:"
3. The amendment set forth herein was duly adopted by the Board of
Directors and by the affirmative vote of the holders of the majority of the
stock of the Corporation entitled to vote thereon in accordance with Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Walker Financial Corporation has caused this Amendment
to the Certificate of Incorporation to be signed by Mitchell S. Segal, its Chief
Executive Officer, this ____ day of May 2006.
Walker International Industries, Inc.
By: /s/ Mitchell S. Segal
------------------------
Mitchell S. Segal, Chief Executive Officer