SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
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MICRO-HYDRO POWER, INC.
(Name of Registrant as Specified in its Charter)
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[ ] Fee paid previously with preliminary materials.
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MICRO-HYDRO POWER, INC.
6510 South Acres
Houston, Texas 77048
(713) 991-6262
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to stockholders in
connection with resolutions providing for amendments to the Articles of
Incorporation as follows, to-wit:
1. Effect a reverse split of its outstanding voting
securities on a basis of one for two, while retaining
the current authorized capital and par value, with
appropriate adjustments in the stated capital accounts
and capital surplus accounts, with all fractional
shares being rounded up to the nearest whole share;
2. That all shares required for rounding be issued by the
Company;
3. Change the name of the Company to "The Kingsley Coach,
Inc."
These resolutions were unanimously adopted by the Board of Directors
and two majority stockholders in accordance with Sections 141 and 228,
respectively, of the Delaware General Corporation Law (the "Delaware Law").
See the caption "Voting Securities and Principal Holders Thereof." These two
persons collectively owned in excess of the required majority of the
outstanding voting securities of the Company necessary for the adoption of
these amendments.
APPROXIMATE DATE OF MAILING: December 31, 1998.
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The resolutions adopted by these persons provide for the name
change and reverse split. The name change and reverse split will become
effective on the opening of business on the twenty first day following the
mailing of this Information Statement to the Company's stockholders; and any
executive officer, as required by the Delaware Law, is entitled to execute
and file the Articles of Amendment with the Secretary of the State of the
State of Delaware and such other agencies or entities as may be deemed
required or necessary.
These amendments are the only matters covered by this Information
Statement.
Section 242(b) of the Delaware Law provides that every amendment to
the Certificate of Incorporation of a corporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of persons owning a majority of the securities entitled to vote on any such
amendment. Sections 141 and 228, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The directors, executive officers and majority stockholders who
adopted the resolutions to amend the Articles of Incorporation to change the
name of the Company and to effect the reverse split outlined above
collectively own approximately 61% of the outstanding voting securities of the
Company. See the caption "Voting Securities and Principal Holders Thereof,"
herein.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings
or otherwise, in the proposed amendments to change the name and effect the
reverse split of the Company's outstanding voting securities or in any action
covered by the related resolutions adopted by the Board of Directors and the
two majority stockholders, which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- -----------------
The securities that would have been entitled to vote if a meeting
was required to be held consist of shares of $0.00001 par value common stock
of the Company. Each share of common stock is entitled to one vote. The
number of outstanding shares of common stock at the close of business on the
date hereof, the record date for determining stockholders who would have been
entitled to notice of and to vote on the amendments to the Company's Articles
of Incorporation, was 10,050,010.
Security Ownership of Principal Holders and Management.
- ------------------------------------------------------
To the knowledge of management and based upon a review of the
stock ledger maintained by its transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's common stock as of the date hereof, and the
shareholdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Ralph Dickenson Director, CEO and 3,062,500 - 30.5%
6510 South Acres President
Houston, Texas 77048
Verdo Lancaster Director and Vice 3,062,500 - 30.5%
33236 Walker Road North President
Walker, Louisiana 70785
Richard Duston Director and Secretary/ 875,000 - 8.7%
904 College Street Treasurer
Columbus, Mississippi 39701
Catherine Dickenson Director - 0 -
6510 South Acres
Houston, Texas 77048
James Whitehead Director - 0 -
3576 South Eufala Avenue
Eufala, Alabama 36072
Southeast Financial Stockholder 1,970,000 - 19.5%
Consulting, Inc. *
129 Blue Heron Drive
Lenoir City, Tennessee 37772
* This entity is controlled by Russell A. Ratliff, who is a non-voting
member of the Company's Board of Directors.
Contractual Arrangements Regarding Changes in Control.
- -----------------------------------------------------
On December 18, 1998, the Company completed an Agreement and Plan of
Reorganization (the "Plan")with The Kingsley Coach, L.L.C., a Louisiana
limited liability company ("Kingsley Louisiana"), whereby the Company acquired
certain assets and liabilities of Kingsley Louisiana. Under the Plan, the
equity owners of Kingsley Louisiana (the "Kingsley Owners") became the
controlling stockholders of the Company in a transaction viewed as a reverse
acquisition. The Plan was treated as a recapitalization of the Company for
accounting purposes.
Changes in Control Since the Beginning of the Last Fiscal Year.
- --------------------------------------------------------------
The Plan was adopted, ratified and approved by unanimous consent of
the Board of Directors of the Company on December 18, 1998.
The former principal stockholder of the Company and its percentage
of ownership of the outstanding voting securities of the Company prior to the
completion of the Plan was: Jenson Services, Inc., a Utah corporation, which
owned 145,037 shares of the Company (48.3%). The Company's directors and
executive officers prior to the completion of the Plan were: Quinton N.
Hamilton (President and Director); Thomas J. Howells (Vice President and
Director); and Kathleen L. Morrison (Secretary/Treasurer and Director). Non
of these persons owned any of the Company's securities prior to the Plan's
completion.
The source of the consideration used by the Kingsley Owners
to acquire their respective interests in the Company was the exchange of
certain assets and liabilities of Kingsley Louisiana pursuant to the Plan.
The basis of the "control" by the Kingsley Owners is stock
ownership.
For further information, see the 8-K Current Report of the Company
dated November 8, 1998, as filed with the Securities and Exchange Commission
(the "Commission") on November 9, 1998, and amended and filed with the
Commission on December 21, 1998, both of which are incorporated herein by
reference. These Reports, and other Reports of the Company, may be reviewed
on the Internet at www.sec.gov in the EDGAR Archives.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
On December 18, 1998, the Company completed an Agreement and Plan of
Reorganization (the "Plan")with The Kingsley Coach, L.L.C., a Louisiana
limited liability company ("Kingsley Louisiana"), whereby the Company acquired
certain assets and liabilities of Kingsley Louisiana. The Company wishes to
change its name to more accurately reflect its operations, which are those of
Kingsley Louisiana. Currently, approximately one-third of the Company's
authorized shares are issued and outstanding, and the reverse split would give
the Company additional shares which could be issued in connection with any
capital raising activities that the Company may undertake in the future.
Section 242(b)of the Delaware Law provides that every amendment to
the Certificate of Incorporation of a corporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of persons owning a majority of the securities entitled to vote on any such
amendment. Sections 141 and 228, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a meeting by
written consent.
Resolutions to change the name of the Company and to effect the
reverse split outlined above were unanimously adopted by the Board of
Directors and two stockholders who own a majority of the outstanding voting
securities of the Company, by written consent in accordance with Sections 141
and 228, respectively, of the Delaware Law. These persons collectively owned
in excess of the required majority of the outstanding voting securities of the
Company necessary for the adoption of the amendments. See the caption "Voting
Securities and Principal Holders Thereof," herein.
The effective date of the name change and reverse split will be
January 20, 1999.
TWO MAJORITY STOCKHOLDERS OF THE COMPANY WHO HAVE CONSENTED TO THE CHANGE OF
THE COMPANY'S NAME AND THE REVERSE SPLIT OWN SUFFICIENT VOTING SECURITIES OF
THE COMPANY TO ADOPT THESE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE
COMPANY AND HAVE DONE SO, TO BE EFFECTIVE ON JANUARY 20, 1999; NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
TRANSFER OF STOCK CERTIFICATES
On or after January 20, 1999, stockholders may forward their stock
certificates to American Registrar & Transfer Company, Inc., P. O. Box 1798,
Salt Lake City, Utah 84110, Telephone (801) 363-9065, together with $15 for
each stock certificate requested to be issued or transferred for new stock
certificates bearing the new name of the Company, reflecting the reverse split
and its new Cusip Number. If stock certificates are being transferred into
the same name, no signature is required; if being transferred to a new name,
the stock certificate submitted must be signed and the signature must be
guaranteed by a "Medallion Member" bank or broker dealer. A stock power
similarly signed and guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS
December 21, 1998 Ralph Dickenson
President, CEO and Director
