WALKER FINANCIAL CORPORATION
990 Stewart Avenue, Suite 650
Garden City, New York 11530
June 12, 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
June 12, 2006
This information statement has been mailed on or about June 12, 2006 to the
stockholders of record on June 9, 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
July 3, 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
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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 23, 2006, in lieu of a special meeting of
the stockholders. Such action will be become effective on or about July 3, 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 May 23, 2006, the Company's authorized capitalization consisted of
100,000,000 shares of Common Stock, of which 13,837,220 shares were issued and
outstanding and 5,000,000 shares of Preferred Stock, of which none are issued
and outstanding. 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 23,
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 July 3, 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
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Chief Executive Officer
Garden City, New York
June 12, 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 that date, our authorized
capitalization consisted of 100,000,000 shares of common stock, of which
13,837,220 shares were issued and outstanding and 5,000,000 shares of preferred
stock, of which none are issued and outstanding. 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 under the investment
agreement. 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
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Chief Executive Officer
Garden City, New York
June 12, 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 July, 2006.
WALKER INTERNATIONAL INDUSTRIES, INC.
By: /s/ Mitchell S. Segal
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Mitchell S. Segal, Chief Executive Officer