SCHEDULE 14 A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ELDORADO ARTESIAN SPRINGS, INC.
----------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the Appropriate Box):
[ X ] No fee required
[ ] $125 Per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22 (a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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 by written 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:
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
-------------------------------
255 Artesian Drive
P.O. Box 445
Eldorado Springs, CO 80025
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To Be Held March __, 1998
To Our Shareholders:
A Special Meeting of Shareholders of Eldorado Artesian Springs, Inc., a
Colorado corporation, will be held at 10:00 a.m. Mountain Time, on ______,
March __, 1998 at the offices of Chrisman, Bynum & Johnson, P.C., Boulder, CO
80302 and at any and all adjournments thereof, for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement.
1. To vote upon a Proposal to amend the Company's Articles of
Incorporation to reflect a one (1) for twelve (12) reverse stock
split.
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record on February 9, 1998, as fixed by action of the
Board of Directors, will be entitled to notice of, and to vote at, the meeting
or at any and all adjournments thereof.
All shareholders are cordially invited to attend the Special Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, TO INSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE RETURN ENVELOPE PROVIDED. This will not prevent you from voting in
person, should you so desire, but will help assure a quorum and avoid added
solicitation costs. Your Proxy may be revoked at any time before it is voted.
BY ORDER OF THE BOARD OF DIRECTORS
_________________________________________
Kevin M. Sipple, Secretary
Eldorado Springs, Colorado
February 25, 1998
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
-------------------------------
255 Artesian Drive
P.O. Box 445
Eldorado Springs, CO 80025
PRELIMINARY PROXY STATEMENT
---------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH __, 1998
SOLICITATION OF PROXIES
- -------------------------
This Proxy Statement, together with the accompanying Proxy, is furnished in
connection with the Board of Directors' solicita-tion of Proxies for use at a
Special Meeting of Shareholders of Eldorado Artesian Springs, Inc. (the
"Company"), to be held at 10:00 a.m., Mountain Time, on March __, 1998, at the
offices of Chrisman, Bynum & Johnson, P.C., 1900 Fifteenth Street, Boulder, CO
80302, and at any and all adjournments thereof. It is antici-pated that this
Proxy State-ment and the accompanying Proxy will be mailed to the Company's
shareholders on or about February __, 1998. Any shareholder who executes and
returns a Proxy may revoke it by delivering a written revocation to the
offices of the Company at any time before such Proxy is voted at the meeting;
by submitting a later dated Proxy; or by casting a ballot at the meeting.
The cost of solicitation of Proxies, including the cost of preparing,
assembling and mailing this proxy material to share-holders will be borne by
the Company. The Company may also reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for expenses incurred by them in sending
proxy material to the beneficial owners of stock. Brokerage houses,
custodians, nominees and fiduciaries are requested to vote directly Proxies
held for their beneficial owners. The Company will send the Proxy Statement
directly to the beneficial owners of the Company's shares if provided a
complete list of these owners, including name, address (including zip code),
and number of shares held as of the record date, February 9, 1998. In addition
to solicitation by mail, certain directors, officers and regular employees of
the Company may solicit Proxies by telegraph, telephone or personal
inter-view. No additional remuneration will be paid for such solicita-tion.
SHARES OUTSTANDING AND VOTING RIGHTS
- ----------------------------------------
The Company has fixed the close of business on February 9, 1998, as the record
date for determining the holders of its $0.001 par value Common Stock who will
be entitled to notice of and to vote at the meeting. On December 31, 1997,
the Company had issued and outstanding 32,344,948 shares of the Company's
$0.001 par value Common Stock. Holders of the Company's Common Stock are
entitled to one vote for each share owned of record. The presence in person
or by proxy of the holders of a majority of the shares outstanding and
entitled to vote at the meeting shall constitute a quorum. Section 7-106-105
of the Colorado Business Corporation Act requires the affirmative votes of the
holders of a majority of the Company's Common Stock represented in person or
by proxy and entitled to vote at the Special Meeting to pass the Proposal set
forth below. All shares represented by valid Proxies will be voted in
accordance therewith at the meeting. The aggregate number of votes cast by all
shareholders present in person or by proxy will be used to determine whether a
proposal will carry. Thus, an abstention from voting has no effect on the item
on which the shareholder abstained from voting. However, an abstention will,
pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), be counted as a "No" vote on the Reverse Stock Split
Proposal. In addition, although broker "non-votes" will be counted for
purposes of attaining a quorum, they will be considered "No" votes for
purposes of the Reverse Stock Split Proposal.
<PAGE>
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
- -----------------------------------------------------------------
The following table sets forth, as of December 31, 1997, the number and
percentage of the Company's shares of $0.001 par value Common Stock owned of
record and beneficially by each person owning more than five percent (5%) of
such Common Stock and by all individual Officers and Directors and by all
Officers and Directors as a group.
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Type of Ownership Shares Owned Shares Owned
- ---------------------- ---------------------- ------------ ------------
<S> <C> <C> <C>
Kevin M. Sipple Record and Beneficial 8,588,641(1) 26.6%
P.O. Box 244 Beneficial
Eldorado Springs, CO
80025
Douglas A. Larson Record and 8,588,642(1) 26.6%
P.O. Box 234 Beneficial
Eldorado Springs, CO
80025
Jeremy S. Martin Record and 8,677,306(1) 26.8%
2707 - 4th Street Beneficial
Boulder, CO 80302
All officers and Record and 25,854,589(2) 80.0%
directors as a group Beneficial
(3 persons)
</TABLE>
____________________
(1) Does not include 575,404 shares held in escrow which are the subject
of a Stock Purchase Agreement with a principal shareholder.
(2) Does not include 1,726,213 shares held in escrow which are the subject
of a Stock Purchase Agreement with a principal shareholder.
PROPOSAL FOR REVERSE STOCK SPLIT
Background
- ----------
The Company's Board of Directors has unanimously authorized, approved and
adopted the Reverse Stock Split pursuant to which each twelve (12) currently
outstanding shares of Common Stock (the "Old Shares") would be automatically
converted into one (1) share of Common Stock (the "New Shares") If approved
by the stockholders, the Reverse Stock Split will become effective upon filing
of Articles of Amendment to the Company's Articles of Incorporation with the
Secretary of State of Colorado. (the "Effective Date").
<PAGE>
1. Reasons for the Reverse Stock Split
----------------------------------------
The primary reasons for the Reverse Stock Split are (i) to simplify the
Company's capital structure, (ii) to position the Company for a potential
increase in its per share stock price, and (iii) to position the Company for a
secondary public offering.
The Company's management believes that the Company's current capital structure
is too cumbersome and that it should be simplified to facilitate any future
financings. On a fully diluted basis there are 32,344,948 shares of Common
Stock outstanding. After the Reverse Stock Split, this number would be
reduced to approximately 2,695,412.
Under current NASD rules, the Company would need to have $4,000,000 in net
tangible assets or $750,000 in net income for two of the last three years and
a minimum bid price of $4.00 to enter the NASDAQ Small Cap market. While
there can be no assurance that any of these conditions can be met in the
future, the Reverse Stock Split would help to position the Company to obtain
the required $4.00 share bid price.
The Reverse Stock Split is being effectuated by reducing the number of issued
and outstanding shares at the ratio of 1 for 12. Accordingly, as a result of
the Reverse Stock Split, the Company will have approximately 47,304,500
authorized but unissued shares of Common Stock which shares may be issued in
connection with the exercise of stock options or warrants that might be
granted or issued in the future, or subsequent financings. There can be no
assurance that the Company will be successful in obtaining any such
financings.
The Reverse Stock Split will not alter the percentage interests in the Company
of any stockholder, except to the extent that the Reverse Stock Split results
in a stockholder of the Company owning a fractional share. In lieu of issuing
fractional shares, the Company will issue to any stockholder who otherwise
would have been entitled to receive a fractional share as a result of the
Reverse Stock Split, cash in lieu of a fractional share. Following the
Reverse Stock Split, holders of odd lot numbers of shares (not divisible by
100) may encounter higher brokerage expenses in connection with the future
sale of such shares.
Effect of the Reverse Stock Split
- --------------------------------------
The principal effects of the Reverse Stock Split will be the following: (i)
the number of shares of Common Stock issued and outstanding will be reduced
from 32,344,948 to approximately 2,695,412; and (ii) the Company's stated
capital will be reduced by approximately $29,650 and its additional paid-in
capital or surplus will be increased by the same amount. This change would be
effective from and after the Effective Date. The amount by which additional
paid-in capital is increased would become available for distribution to
stockholders as a dividend, an event not anticipated.
Outstanding Options and Warrants
- -----------------------------------
There are no outstanding options and warrants.
<PAGE>
Federal Income Tax Consequences
- ----------------------------------
The Company believes that the Federal income tax consequences of the Reverse
Stock Split to holders of Old Shares and holders of New Shares will be as
follows:
(i) No income gain or loss will be recognized by a stockholder on the
surrender of the Old Shares or receipt of the certificate
representing New Shares.
(ii) The tax basis of the New Shares will equal the tax basis of the
Old Shares exchanged therefor.
(iii) The holding period of the New Shares will include the holding
period of the Old Shares if such Old Shares were held as
capital assets.
(iv) The conversion of the Old Shares into the New Shares will
produce no taxable income or gain or loss to the Company.
The Company's opinion is not binding upon the Internal Revenue Service or the
courts, and there can be no assurance that the Internal Revenue Service or the
courts will accept the positions expressed above.
The state and local tax consequences of the Reverse Stock Split may vary
significantly as to each stockholder, depending upon the state in which he/she
resides. Stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the Reverse Stock
Split.
The Board of Directors recommends the adoption of the following Resolutions:
RESOLVED: That the Articles of Incorporation of the Company be amended to add
the following Article:
ARTICLE XIV
Stock Split
Each twelve (12) shares of the Corporation's Common Stock issued at the time
these Articles of Amendment to Articles of Incorporation are filed and
accepted by the Colorado Secretary of State shall be and hereby are
automatically changed and reclassified without further action into one (1)
share of the Corporation's Common Stock, provided that no fractional shares
shall be issued to any shareholder pursuant to such change and
reclassification. The Corporation shall issue to each shareholder who would
otherwise be entitled to a fractional share as a result of such change and
reclassification cash in lieu of such fractional shares.
The enclosed Proxy provides that each shareholder may specify that his or her
shares be voted "FOR" the proposal for a 12-1 reverse stock split. At the
Special Meeting, the shares represented by the Proxies will be voted in
accordance with shareholder instructions, and, if no instructions are given,
FOR the proposal.
<PAGE>
- ------
Dissenters Rights:
- -------------------
The Colorado Business Corporation Act provides that shareholders may dissent
and obtain payment of their shares in certain instances, including a reverse
stock split that could result in the issuance of fractional shares. A copy
of the statute setting forth such dissenters rights is attached to this Proxy
as Exhibit A.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas A. Larson, President
February 25, 1998.
<PAGE>
PROXY CARD
ELDORADO ARTESIAN SPRINGS, INC.
-------------------------------
SOLICITED BY THE BOARD OF DIRECTORS FOR A SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD MARCH __, 1998
The undersigned hereby constitutes, appoints and authorizes Douglas A. Larson
or Kevin M. Sipple, and each of them, the true and lawful attorneys and
Proxies of the undersigned with full power of substitution and appointment,
for and in the name, place and stead of the undersigned to act for and vote as
designated below, all of the undersigned's shares of the $0.001 par value
common stock of Eldorado Artesian Springs, Inc., a Colorado corporation, at a
Special Meeting of Shareholders to be held at the offices of Chrisman, Bynum &
Johnson, P.C., 1900 Fifteenth Street, Boulder, CO 80302, at 10:00 a.m.
Mountain Time, on March __, 1998, and at any and all adjourn-ments thereof,
for the following purposes:
1. To vote upon a Proposal to amend the Company's Articles of
Incorporation to reflect a one (1) for twelve (12) reverse
stock split.
FOR
AGAINST
ABSTAIN
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
FOR
AGAINST
ABSTAIN
The undersigned hereby revokes any Proxies as to said shares heretofore given
by the undersigned, and ratifies and confirms all that said attorneys and
Proxies may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 and 2THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN
RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement furnished herewith.
Dated: ____________, 1998
<PAGE>
------------------------------
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) shown hereof. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ELDORADO
ARTESIAN SPRINGS, INC. PLEASE SIGN AND RETURN THIS PROXY TO THE COMPANY. THE
GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
EXHIBIT A
DISSENTERS' RIGHTS UNDER COLORADO LAW
7-113-102. RIGHT TO DISSENT.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in the
event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party if-
(i) Approval by the shareholders of that corporation is required
for the merger by section 7-111-103 or 7-111-104 or by
the articles of incorporation; or
(ii) The corporation is a subsidiary that is merged with its
parent corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation
for which a shareholder vote is required under section
7-112-102 (1); and
(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity
controlled by the corporation if the shareholders of the corporation
were entitled to vote upon the consent of the corporation to
the disposition pursuant to section 7-112-102 (2).
(1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of
any class or series of shares which either were listed on a national
securities exchange registered under the federal 'Securities Exchange
Act of 1934', as amended, or on the national market system of
the national association of securities dealers automated quotation
system, or were held of record by more than two thousand
shareholders, at the time of:
(a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;
(b)) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the corporate
action; or
(c) The effective date of the corporate action if the corporate
action is authorized other than by a vote of shareholders.
<PAGE>
(1.8) The limitation set forth in subsection (1.3) of this section shall
not apply if the shareholder will receive for the
shareholder's shares, pursuant to the corporate action, anything
except:
(a) Shares of the corporation surviving the consummation of the
plan of merger or share exchange;
(b) Shares of any other corporation which at the effective date
of the plan of merger or share exchange either will be listed on a
national securities exchange registered under the federal
Securities Exchange Act of 1934', as amended, or on the
national market system of the national association of securities
dealers automated quotation system, or will be held of record by
more than two thousand shareholders;
(c) Cash in lieu of fractional shares; or
(d) Any combination of the foregoing described shares or cash in
lieu of fractional shares.
(2) (Deleted by amendment, L. 96, p. 1321, 30, effective June 1, 1996.)
(2.5) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's
shares in the event of a reverse split that reduces the number of
shares owned by the shareholder to a fraction of a share or to
scrip if the fractional share or scrip so created is to be acquired
for cash or the scrip is to be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate
action to the extent provided by the bylaws or a resolution of
the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the
corporate action creating such entitlement unless the action is
unlawful or fraudulent with respect to the shareholder or the
corporation.
CASE REFERENCES.
<PAGE>
7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in the record shareholder's name only if
the record shareholder dissents with respect to all shares
beneficially owned by any one person and causes the corporation to
receive written notice which states such dissent and the name,
address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts
dissenters' rights. The rights of a record shareholder under
this subsection (1) are determined as if the shares as to which
the record shareholder dissents and the other shares of the
record shareholder were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the
shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later
than the time the beneficial shareholder asserts dissenters'
rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial
shareholders, each such beneficial shareholder must certify to
the corporation that the beneficial shareholder and the record
shareholder or record shareholders of all shares owned beneficially
by the beneficial shareholder have asserted, or will timely assert,
dissenters' rights as to all such shares as to which there
is no limitation on the ability to exercise dissenters' rights.
Any such requirement shall be stated in the dissenters' notice
given pursuant to section 7-113-203.
CASE REFERENCES.
<PAGE>
7-113-201. NOTICE OF DISSENTERS' RIGHTS.
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders'
meeting, the notice of the meeting shall be given to all
shareholders, whether or not entitled to vote. The notice shall
state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be
accompanied by a copy of this article and the materials, if any,
that, under articles 101 to 117 of this title, are required to be
given to shareholders entitled to vote on the proposed action
at the meeting. Failure to give notice as provided by this
subsection (1) shall not affect any action taken at the
shareholders' meeting for which the notice was to have been given,
but any shareholder who was entitled to dissent but who was not
given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the
shareholder's failure to comply with the provisions of section
7-113-202 (1).
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders
pursuant to section 7-107-104, any written or oral solicitation
of a shareholder to execute a writing consenting to such action
contemplated in section 7-107-104 shall be accompanied or preceded
by a written notice stating that shareholders
are or may be entitled to assert dissenters' rights under this
article, by a copy of this article, and by the materials, if any,
that, under articles 101 to 117 of this title, would have been
required to be given to shareholders entitled to vote on the
proposed action if the proposed action were submitted
to a vote at a shareholders' meeting. Failure to give notice as
provided by this subsection (2) shall not affect any action
taken pursuant to section 7-107-104 for which the notice was to have
been given, but any shareholder who was entitled to dissent but
who was not given such notice shall not be precluded from
demanding payment for the shareholder's shares under this
article by reason of the shareholder's failure to comply with the
provisions of section 7-113-202 (2).
CASE REFERENCES.
<PAGE>
7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT.
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting
and if notice of dissenters' rights has been given to such shareholder
in connection with the action pursuant to section 7-113-201 (1), a
shareholder who wishes to assert dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken,
written notice of the shareholder's intention to demand
payment for the shareholder's shares if the proposed corporate
action is effectuated; and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders
pursuant to section 7-107-104 and if notice of dissenters' rights has
been given to such shareholder in connection with the action pursuant to
section 7-113-201 (2), a shareholder who wishes to assert dissenters'
rights shall not execute a writing consenting to the proposed
corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the
shareholder's shares under this article.
CASE REFERENCES.
<PAGE>
7-113-203. DISSENTERS' NOTICE.
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized, the corporation shall give a
written dissenters' notice to all shareholders who are entitled to demand
payment for their shares under this article.
(2) The dissenters' notice required by subsection (1) of this section
shall be given no later than ten days after the effective date of
the corporate action creating dissenters' rights under section
7-113-102 and shall:
(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate
action;
(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for
certificated shares must be deposited;
(c) Inform holders of uncertificated shares to what extent transfer
of the shares will be restricted after the payment demand is
received;
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment
demand and certificates for certificated shares, which date shall not
be less than thirty days after the date the notice required by
subsection (1) of this section is given;
(f) State the requirement contemplated in section 7-113-103 (3), if
such requirement is imposed; and
(g) Be accompanied by a copy of this article.
CASE REFERENCES.
<PAGE>
7-113-204. PROCEDURE TO DEMAND PAYMENT.
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in
accordance with the terms of the dissenters' notice:
(a) Cause the corporation to receive a payment demand, which may be
the payment demand form contemplated in section 7-113-203 (2)
(d), duly completed, or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to
transfer the shares, until the effective date of the proposed corporate
action giving rise to the shareholder's exercise of dissenters' rights
and has only the right to receive payment for the shares after the
effective date of such corporate action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1) (b), the
demand for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the
shareholder's share certificates as required by the date or dates set in
the dissenters' notice is not entitled to payment for the shares
under this article.
CASE REFERENCES.
(c) 1994-1997 by Michic, a division of Reed Elsevier Inc., and Reed Elsevier
Properties Inc. All Rights Reserved.
