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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)(21)
[X] Definitive Information Statement
Global Diamond Resources, Inc.
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(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:
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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 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) Dated Filed:
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GLOBAL DIAMOND RESOURCES, INC.
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INFORMATION STATEMENT
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Introduction
This Information Statement is furnished by the Board of Directors of Global
Diamond Resources, Inc., a Nevada corporation (the "Company"), in connection
with a proposed shareholder action by majority written consent ("Shareholder
Action") for purposes of approving an amendment to the Company's Articles of
Incorporation (the "Amendment") to increase the authorized capital stock of the
Company to 100,000,000 shares of common stock, $.0005 par value ("Common
Stock"), and 10,000,000 shares of preferred stock, $.001 par value.
Voting Securities
The effective date of the Shareholder Action is currently set for March 19,
1999. The Board of Directors has fixed the close of business on February 23,
1999 as the record date for the determination of shareholders who are entitled
to give consent and receive this Information Statement. The approval of the
Amendment will require the written consent of the holders of at least a majority
of the outstanding shares of the Company's Common Stock. As of the record date,
there were 49,967,328 issued and outstanding shares of Common Stock and
approximately 132 holders of record of Common Stock. No meeting of the
shareholders is being held in connection with the approval of the Amendment and
no proxies or consents are being solicited in connection with this Information
Statement.
This Information Statement is being sent to shareholders
on or about February 26, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The date of this Information Statement is February 26, 1999
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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock as of February 26, 1999 by (i) each
person who is known by the Company to be the beneficial owner of more than five
percent (5%) of the issued and outstanding shares of Common Stock, (ii) each of
the Company's directors and executive officers and (iii) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage Owned
---------------- ---------------- ----------------
<S> <C> <C>
Johann de Villiers(1)(2) 1,727,668 3.4%
Mervyn McCulloch(1)(3) 1,428,850 2.8%
Pieter van Wyk(1)(4) 600,000 1.2%
John Tyson(1)(5) 400,000 (7)
Charles MacDonald(1)(6) 387,500 (7)
Abu Bakr Bin Ali Al-Akhdar Mood(8)(10)(11) 100,000 (7)
Said H. Ghachem(8)(10)(9) 150,000 (7)
Ahmed A. Basodan(11)(12)(13) 100,000 (7)
Yassin A. Al-Kadi(11)(12)(13) 100,000 (7)
Matar Abdulla Mohammed Al-Muhairy(11)(14)(15) 100,000 (7)
Amin Koudsi(11)(14)(15) 100,000 (7)
International PCM Holdings Limited(8)(16) 9,714,925 18.8%
New Diamond Holdings Limited(12) 8,571,429 17.2%
LIWA Diamond Company Limited(14) 8,571,429 17.2%
JB Smith Limited(17) 7,086,651 14.2%
All officers and directors as a group 5,194,018 9.6%
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</TABLE>
(1) Address is 836 Prospect, Suite 2B, La Jolla, California 92037.
(2) Includes 1,542,668 shares of Common Stock underlying immediately
exercisable options.
(3) Includes 1,200,000 shares of Common Stock underlying immediately
exercisable options.
(4) Includes 600,000 shares of Common Stock underlying immediately exercisable
options.
(5) Includes 400,000 shares of Common Stock underlying immediately exercisable
options.
(6) Includes 262,500 shares of Common Stock underlying immediately exercisable
options.
(7) Less than one percent.
(8) Address is P.O. Box 33251, Jeddah 21448, Saudi Arabia.
(9) Includes 150,000 shares of Common Stock underlying immediately exercisable
options.
(10) Serves on the Board of Directors of the Company as the nominee of
International PCM Holdings Limited.
(11) Includes 100,000 shares of Common Stock underlying immediately exercisable
options.
(12) Address is Almahmal Center, 18th Floor, Jeddah, Saudi Arabia.
(13) Serves on the Board of Directors of the Company as the nominee of New
Diamond Holdings Limited.
(14) Address is P.O. Box 95, Abu Dhabi, United Arab Emirates.
(15) Serves on the Board of Directors of the Company as the nominee of LIWA
Diamond Company Limited.
(16) Includes 1,807,816 shares of Common Stock issuable upon conversion of a
Secured Convertible Promissory Note. Does not include 635,566 shares of
Common Stock underlying warrants not immediately exercisable.
(17) Address is Parade House, The Parade, Castletown, IM9 1LG, Isle of Man,
British Isles.
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DESCRIPTION OF SECURITIES
Common Stock
The Company currently is authorized to issue 50,000,000 shares of Common Stock
of which, as of the date of this Information Statement, 49,967,328 shares are
issued and outstanding and are held by 132 recordholders. No shares of
Preferred Stock are issued and outstanding.
Holders of shares of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally. The approval of
proposals submitted to stockholders at a meeting other than for the election of
directors requires the favorable vote of a majority of the shares voting. In the
case of certain fundamental matters (such as certain amendments to the Articles
of Incorporation, and certain mergers and reorganizations), and in the case of
actions taken by written consent, Nevada law and the Company's Bylaws require
the favorable vote of at least a majority of all outstanding shares.
Stockholders are entitled to receive such dividends as may be declared from time
to time by the Board of Directors out of funds legally available therefor, and
in the event of liquidation, dissolution or winding up of the Company to share
ratably in all assets remaining after payment of liabilities. The holders of
shares of Common Stock have no preemptive, conversion, subscription or
cumulative voting rights.
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INCREASE IN AUTHORIZED CAPITAL STOCK
On January 29, 1999, the Board of Directors declared it advisable and in the
best interests of the Company and directed that there be submitted to the
shareholders a proposed amendment to Article IV of the Company's Amended and
Restated Articles of Incorporation to increase the authorized capital stock of
the Company from 50,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock to 100,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock. The Board of Directors has fixed the close of business
February 23, 1999 as the record date for the determination of shareholders who
are entitled to give consent and receive this Information Statement. As of
February 23, 1999, 49,967,328 shares of Common Stock were issued and
outstanding, and approximately 15,000,000 additional shares of Common Stock were
reserved for issuance upon exercise of outstanding options, warrants and
convertible notes, including options, that may be granted in the future under
the Company's Stock Option Plan.
The Company is in need of additional authorized shares of Common Stock in
order to provide for the issuance of shares upon the exercise of currently
outstanding stock options, warrants and convertible notes, including options,
that may be granted in the future under the Company's Stock Option Plan. In
addition, the Board of Directors of the Company believes that it is advisable
and in the best interests of the Company to have available additional authorized
but unissued shares of Common Stock in an amount adequate to provide for the
future needs of the Company. The additional shares will be available for
issuance from time to time by the Company in the discretion of the Board of
Directors, normally without further stockholder action (except as may be
required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
purpose including, among other things, future acquisitions of property or
securities of other corporations, stock dividends, stock splits, convertible
debt and equity financing.
Except for the outstanding stock options, warrants and convertible note, the
Company has no present plans, understandings or agreements for the issuance or
use of the proposed additional shares of Common Stock. However, the Board of
Directors believes that if an increase in the authorized number of shares of
Common Stock were to be postponed until a specific need arose, the delay and
expense incident to obtaining the approval of the Company's stockholders at that
time could significantly impair the Company's ability to meet financing
requirements or other objectives. Management of the Company expects to receive
the necessary consents from holders of Common Stock who are directors of the
Company or who hold in excess of 5% of the issued and outstanding shares of
Common Stock. See, "Common Stock Ownership of Certain Beneficial Owners and
Management."
Vote Required
The approval of the Amendment will require the written consent of the holders
of at least a majority of the outstanding shares of the Company's Common Stock.
By Order of the Board of Directors,
/s/ MERVYN McCULLOCH
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Mervyn McCulloch,
Secretary
La Jolla, California
February 26, 1999
