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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
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<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
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CONSULIER ENGINEERING, INC.
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(Name of Registrant As Specified in 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:
(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 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Consulier Engineering, Inc.
169 Tequesta Drive #31-E
Tequesta, Florida 33469
TO THE SHAREHOLDERS OF CONSULIER ENGINEERING, INC.:
Notice is hereby given that the Company has increased its authorized capital
from 5,000,000 common shares to 25,000,000 common shares by amending its
Articles of Incorporation. The Company's Board of Directors and holders of
approximately 83 percent of the Company's outstanding common shares authorized
such action by written consent on March 9, 1998. Articles of Amendment were
filed at the Florida State Department on March 24, 1998.
On April 15, 1998 the Company shall effectuate a two-for-one split of its
outstanding common shares in order to maintain its qualification for trading on
the NASDAQ SmallCap Market.
BY ORDER OF THE BOARD OF DIRECTORS
Ralph D. Butler, Secretary
April 6, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THIS IS AN INFORMATION STATEMENT. WE ARE NOT
SEEKING YOUR CONSENT.
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INFORMATION STATEMENT
OF
CONSULIER ENGINEERING, INC.
169 TEQUESTA DRIVE #31-E
TEQUESTA, FL 33469
INTRODUCTION
This Information Statement is being furnished to the shareholders of Consulier
Engineering, Inc. (the "Company") in connection with action taken by the Company
to increase its authorized capital stock from 5,000,000 common shares to
25,000,000 common shares in order to facilitate a two-for-one split of the
Company's outstanding common shares on April 15, 1998. No consent or proxy is
being solicited by the Board of Directors.
The Company's Board of Directors approved the aforementioned charter amendment
and stock split on March 9, 1998.
This Information Statement is being mailed on or about April 6, 1998 to the
holders of record of the Company's common stock on March 31, 1998. As of the
mailing date, 2,438,459 shares of the Company's common stock are outstanding and
entitled to vote.
For a charter amendment to be approved, a majority of the outstanding common
shares of the Company must be voted in favor of the proposal. Each common share
has one vote. The holders of 2,043,530 shares, more than the minimum number of
common shares required to approve the proposal, executed a written consent on
March 9, 1998 evidencing their votes in favor of the proposal to increase the
Company's authorized capital stock; accordingly, recipients of this Information
Statement ARE NOT BEING ASKED TO VOTE. The charter amendment became effective on
or about March 24, 1998 following filing of Articles of Amendment with the
Florida State Department.
BACKGROUND
On February 26, 1998 the Company was notified by The NASDAQ Stock Market, Inc.
("NASDAQ") that the Company's securities would be delisted from the NASDAQ
SmallCap Market for failure to maintain 500,000 shares in the "public float".
The public float is def-
==================================
The date of this Information Statement is April 6, 1998.
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ined as shares that are not held directly or indirectly by an officer or
director of the issuer or by any other person who beneficially owns more than 10
percent of the total shares outstanding. The Company has 394,429 shares in the
public float.
To remedy the deficiency, the Company decided to double the number of shares
outstanding, which would double the number of shares in the public float,
bringing the Company into compliance with the NASDAQ maintenance standard.
Doubling the number of shares outstanding is accomplished by effecting a
two-for-one stock split. However, the Company did not have sufficient authorized
capital for a stock split. Accordingly, by written consent in lieu of a
meeting, all of the directors agreed on March 9, 1998 to amend the Company's
Articles of Incorporation to increase the Company's authorized capital stock
from 5,000,000 common shares to 25,000,000 common shares. The Company's direc-
tors beneficially own more than 80 percent of the outstanding common shares of
the Company; thus the requisite action of the board of directors and
shareholders was simultaneously taken. The directors also approved the stock
split, which is not a matter requiring shareholder vote.
On March 24, 1998 the Company filed Articles of Amendment at the Florida State
Department increasing the Company's authorized capital.
On March 24, 1998 the Company's officers filed an Issuer 10b-17 Report at NASDAQ
disclosing the terms of the stock split, which is scheduled for April 15, 1998.
On such date the Company shall file a Form 8-K Current Report and a Form 10-C
with the Securities and Exchange Commission and NASDAQ disclosing the terms of
the stock split and that the number of outstanding shares has doubled.
EFFECT OF STOCK SPLIT
---------------------
The stock split shall have the effect of doubling the number of common shares
outstanding from 2,438,459 to 4,876,918 and doubling the number of shares in
the public float from 394,429 to 788,858. Doubling the number of shares in the
public float shall bring the Company into compliance with NAQDAQ listing
maintenance standards and thereby allow for the Company's common shares to
continue to be traded in the NASDAQ SmallCap Market.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth, as of March 31, 1998, information relating to
the beneficial ownership of the Company's common shares by (i) each person known
to the Company to be the beneficial owner of more than five percent, and (ii)
each director of
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the Company. All such persons executed the aforementioned writ-
ten Consent:
NAME SHARES PERCENTAGE
- ---- ------- ----------
Warren B. Mosler 2,027,580 83.15%
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Richard Hornstrom 15,950 .65
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Alan R. Simon 0 0.00
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Charles E. Spaeth 0 0.00
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Burck E. Grosse 0 0.00
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William R. Locke 0 0.00
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TOTALS 2,043,530 83.80%
BY ORDER OF THE BOARD OF DIRECTORS
Ralph D. Butler, Secretary
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