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)
{ X } Definitive Statement
Gibbs, Construction, Inc.
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(Name of Registrant as Specified in Charter)
{ } $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g)
{ } 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 on 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:
{ } 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
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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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(4) Date Filed:
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GIBBS CONSTRUCTION, INC.
1855 Wall Street
Garland, TX 75041
INFORMATION STATEMENT
This Information Statement is furnished to the holders of the common
stock, par value $0.01 per share (the "Common Stock"), of Gibbs Construction,
Inc. (the "Company"), to inform them as to an action to be taken by the Company
with the written consents of Danny R. Gibbs and Tony G. Gibbs, (the "Consenting
Stockholders"). The Consenting Stockholders are the record holders of, in the
aggregate, 3,000,000 shares of the Common Stock (representing 75% of the
4,000,000 shares outstanding as of August 2, 1996).
The Board of Directors of the Company have approved an amendment to the
Corporation's Articles of Incorporation to increase the number of authorized
shares of Common Stock to 15,000,000 from 7,500,000. Under Texas law and the
Company's Articles of Incorporation, the affirmative vote of a majority of the
outstanding stock entitled to vote thereon is required to approve the amendment
to the Company's Articles of Incorporation that will increase the number of
authorized shares. The Consenting Stockholders gave their written consent to
increase the number of authorized shares on July 29,1996. Since the Consenting
Stockholders own more than the majority of the outstanding Common Stock entitled
to vote thereon, the increase in the number of authorized shares has been
approved by the necessary vote of stockholders. Accordingly, the Company is not
seeking written consents from any of its other stockholders.
WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU ARE REQUESTED
NOT TO SEND US A CONSENT OR PROXY
This information Statement is being mailed on or about August 5, 1996
to stockholders of record on August 2, 1996. The Company intends to take all
necessary action to consummate the increase in the number of authorized shares
on or after August 26, 1996 (20 days from the date of the mailing of this
Information Statement) (the "Effective Date").
On July 26, 1996, the closing price of the Company's Common Stock on
the Nasdaq Small Cap Market was 1 1/2.
VOTING SECURITIES
The close of business on August 5, 1996, has been fixed by the Board of
Directors as the record date for determination of stockholders entitled to
execute written consents to authorize the increase in the number of authorized
shares. The securities entitled to consent to the increase in the number of
authorized shares consist of shares of Common Stock. Each share of Common Stock
entitles its owner to one vote. Common Stock is the only outstanding class of
voting securities authorized by the Company's Articles of Incorporation.
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The following table sets forth, as of August 2, 1996, the number of
shares and percentage of the outstanding Common Stock beneficially owned by each
person known by the Company to own more than 5% of the outstanding Common Stock.
Beneficial Ownership
Number of Shares Percent
Danny R. Gibbs 1,500,000 37.5%
1855 Wall Street
Garland, TX 75041
Tony G. Gibbs 1,500,000 37.5%
1855 Wall Street
Garland, TX 75041
General
The Board of Directors of the Company has approved an amendment to the
Company's Articles of Incorporation (the "Articles of Incorporation") to effect
an increase in the number of authorized shares to 15,000,000 from 7,500,000. A
copy of the amendment to the Articles of Incorporation effecting the increase in
the number of authorized shares, in substantially the form in which it is
proposed to be filed, is attached as Exhibit A. The Consenting Stockholders have
approved increase in the number of authorize shares which is expected to become
effective on the Effective Date.
The increase in the number of authorized shares will not materially
affect any stockholder's proportionate equity interest in the Company or the
relative rights, preferences, privileges or priorities of any stockholder.
Purpose of the Amendment
The Board of Directors has approved and recommended that the
stockholders of the Corporation approve an amendment to the Company's Articles
of Incorporation for the purpose of increasing the number of its authorized
shares of Common Stock from 7,500,000 to 15,000,000.
Currently there are 4,000,000 shares of Common Stock issued and
outstanding. Another 1,000,000 shares have been reserved for issuance pursuant
to certain publicly traded warrants and 200,000 shares of Common stock reserved
for issuance to underwriters that assisted in the Company's public offering of
securities. An additional 285,000 shares are reserved for issuance under certain
incentive option plans and warrants. There are, accordingly, 5,485,000 shares of
Common Stock issued and outstanding or reserved for issuance.
The Company plans to issue up to 1,500,000 shares of Common Stock in
connection with additional financing of the Company, and the Consenting
Stockholders have agreed, following ratification of this proposed amendment to
return to the Company's Treasury 1,000,000 shares of Common Stock to be
dividended to the Company's Stockholders other than the Consenting Stockholders.
The Company anticipates that the effect of those actions will, pursuant to the
antidultion provisions of the Company's publicly traded warrants, be
approximately to double the number of shares of Common Stock that can be
purchased pursuant to the terms of the Warrant Agreement relating to the
Company's publicly traded warrants. Without an increase in the number of
authorized shares, the Company would not have a sufficient number of shares
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authorized to fulfill its obligations and plans.
In addition, the Company has granted subject to approval of this
amendment to the Consenting Stockholders warrants to acquire up to 4,000,000
shares of Common Stock. One warrant is for 1,000,000 shares of Common Stock and
has an exercise price of $1.50. This warrant can be exercised after the Company
earns $0.50 per share based upon the average weighted shares outstanding.
Another warrant is for 1,000,000 shares of Common Stock and has an exercise
price of $3.00. This warrant can be exercised after the Company has earned $0.75
per share based upon the average weighted shares outstanding. Another warrant is
for 2,000,000 shares and can be exercised for $0.10 per share after the
Company's Common Stock has traded above $5.00 for 20 consecutive days.
The combined effect of these transactions would be to increase the
number of shares that are outstanding and potentially reserved for issuances to
more than 12,000,000 shares of Common Stock.
Accordingly, to have a sufficient number of shares available to effect
such plans, the number of authorized shares must be increased.
Effectiveness
In accordance with Texas law and notwithstanding approval of the
amendment by Consenting Stockholders, at any time prior to the filing of the
Certificate of Amendment, the Board of Directors may, in its sole discretion,
abandon the proposed amendment without any further action by stockholders.
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EXHIBIT A
Article IV of the Articles of Incorporation of Gibbs Construction, Inc.
will be amended by the addition of the following paragraph immediately following
paragraph 3 thereof:
ARTICLE FOUR
The corporation is authorized to issue a single class of common stock.
The aggregate number of shares that the corporation is authorized to issue is
fifteen million shares (15,000,000). The par value of each share is one cent
($0.01). There shall be no power to levy any assessment upon any shares of the
corporation. All shares of Common Stock shall have identical rights and
privileges in every respect.
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