SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
The Thorsden Group, Ltd.
........................................................................
(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:
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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):
............................................................
4) Proposed maximum aggregate value of transaction:
............................................................
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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<PAGE>
THE THORSDEN GROUP, LTD.
4505 South Wasatch Blvd.
Salt Lake City, Utah 84124
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
To the Shareholders:
Notice is hereby given that, pursuant to written consent resolutions
adopted by the owners of approximately 70 percent of the issued and
outstanding shares of Common Stock of The Thorsden Group, Ltd., a Delaware
corporation (the "Company"), effective twenty (20) days after this Notice and
the attached Information Statement are mailed to all shareholders of the
Company (approximately February 23, 1998), the Certificate of Incorporation of
the Company will be amended to increase the authorized capital of the Company
to 50,000,000 shares of Common Stock, par value $.001 per share and 10,000,000
shares of Preferred Stock, par value $.001 per share.
All necessary corporate approvals in connection with the matters referred
to herein have been obtained. The accompanying Information Statement is
furnished to all shareholders of the Company pursuant to Section 14(c) of the
Securities Exchange Act of 1934 and the rules thereunder solely for the
purpose of informing shareholders of these corporate actions before they take
effect.
Pursuant to Section 228 of the Delaware General Corporation Law,
shareholders of record of the Company as of January 15, 1998, the date on
which the Written Consent Resolutions were signed by shareholders owning at
least a majority of the issued and outstanding shares of Common Stock of the
Company, are entitled to receive this Information Statement and Notice of
Shareholder Action by Written Consent.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By Order of the Board of Directors,
Marty Alfred, Secretary
Salt Lake City, Utah
May 7, 1998
<PAGE>
THE THORSDEN GROUP, LTD.
4505 South Wasatch Blvd.
Salt Lake City, Utah 84124
(801) 424-0044
INFORMATION STATEMENT
This Information Statement is provided by the Board of Directors of The
Thorsden Group, Ltd., a Delaware corporation (the "Company"), in connection
with stockholder approval of an amendment to the Company's Certificate of
Incorporation (the "Amendment") pursuant to which the Company's Board of
Directors has increased the authorized capital of the Company to 50,000,000
shares of Common Stock, par value $.001 per share and 10,000,000 shares of
Preferred Stock, par value $.001 per share. Stockholder approval of the
Amendment has been obtained by receipt of written consent resolutions of the
holders of a majority of the Company's issued and outstanding common stock.
The complete text of the Amendment is attached hereto as Exhibit "A." A copy
of the Shareholder Consent Resolutions is attached hereto as Exhibit "B."
The Preferred Stock may be issued from time to time in one or more series, with
such distinct serial designations as shall be stated in resolutions of the
Board of Directors providing for the issuance of such series of Preferred
Stock. The Amendment increases the number of shares of Preferred Stock the
Board is authorized, without further vote or action of the shareholders of the
Company, to designate the rights, preferences, privileges, and restrictions
associated with any such series of Preferred Stock.
A summary of each of these matters is set forth herein.
All of the foregoing actions have been effected pursuant to Section 228
of the Delaware General Corporation Law, by written consent resolutions (the
"Consent Resolutions") of shareholders of the Company executed by holders of
an aggregate of approximately seventy percent (70%) of the Company's issued
and outstanding Common Stock. In accordance with regulations of the
Securities and Exchange Commission (the "Commission"), the Consent Resolutions
will be effective 20 days following the mailing of this Information
Statement. The Company anticipates that the Amendment and Certificate of
Designation will be filed with the Secretary of State of Delaware immediately
thereafter.
The Board of Directors does not intend to solicit any proxies or consents
in connection with the foregoing actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
The Company's principal executive offices are located at 4505 South
Wasatch Blvd., Salt Lake City, Utah 84124. This Information Statement will be
mailed to the Company's stockholders on or about May 7, 1998.
<PAGE>
SHAREHOLDER CONSENT RESOLUTION:
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK
The Amendment as adopted by the Board of Directors and the holders of a
majority of the Company's outstanding Common Stock amends Article Fourth of
the Certificate of Incorporation of the Company to increase the number of
authorized shares of Common Stock, par value $.001 per share to 50,000,000
shares, and the number of authorized shares of Preferred Stock to 10,000,000
shares par value of $.001 per share, and vests in the Board of Directors of
the Company the authority to establish by resolution of the Directors, at or
prior to the time of issuance, without further vote or action by the
shareholders of the Company, distinct series of such Preferred Stock, and to
fix by resolution the rights, preferences, privileges, and restrictions of
each such series which the Board might designate. Such rights and preferences
shall include, but not be limited to, dividend rates, whether dividends are
cumulative or noncumulative, conversion rights, voting rights, terms of
redemption, if any, redemption prices, liquidation preferences, anti-dilution
rights, and similar matters. If the Board of Directors shall authorize the
issuance of any series of Preferred Stock, such series may be granted the
right to elect one or more of the Company's Directors, and such series of
Preferred Stock may be granted preemptive rights to acquire additional issues
of such Preferred Stock or any other class of stock issued by the Company.
The foregoing is only a summary of the Amendment and is not intended to
be complete. Stockholders are urged to read carefully the provisions of the
Amendment, the complete text of which is attached as Exhibit "A" to this
Information Statement. The foregoing summary is qualified in its entirety by
reference to the complete text.
Pursuant to regulations promulgated by the Securities and Exchange
Commission, the Consent Resolutions adopting the Amendment will become
effective 20 days after the date of mailing this Information Statement to all
Shareholders of record of the Company. The Company will then file the
Amendment with the Secretary of State of Delaware. Thereafter, shares of
Preferred Stock will be issuable at any time and from time to time, by action
of the Board of Directors, without further authorization from the Company's
stockholders, except as otherwise required by applicable law or rules and
regulations to which the Company may be subject, to such persons and for such
consideration (but not less than the par value thereof) as the Board of
Directors determines.
The Company presently has no understandings or arrangements which would
require the issuance of any of the shares of Preferred Stock which are
authorized by the Amendment.
Due to the Board of Directors' discretion in connection with the issuance
of shares of Preferred Stock to be issued in a private placement, the
Amendment may, under certain circumstances, provide the Board of Directors
timing and other advantages in responding to a tender offer or other attempts
to gain control of the Company, which may make such attempts more difficult
and less attractive. For example, issuance of additional shares would
increase the number of shares outstanding and could necessitate the
acquisition of a greater number of shares by a person making a tender offer
and could make such acquisition more difficult since the recipient of such
additional shares may favor the incumbent management. Moreover, these
advantages give the Board of Directors the ability to provide any such holders
with a veto power over actions proposed to be taken by the holders of the
Company's Common Stock. This could have the effect of insulating existing
management from removal. Management of the Company is not aware of any
existing or threatened efforts to obtain control of the Company.
The Consent Resolutions authorizing the Amendment will become effective
20 days after the date of mailing of this Information Statement, on or about
May 26, 1998.
Section 228 of the Delaware General Corporation Law provides that, in
lieu of obtaining approval of a proposal at a special meeting of shareholders,
shareholders of the Company may take action by written consent resolutions,
provided that the consent resolutions are signed by shareholders of the
Company who own at least fifty percent of the issued and outstanding shares of
Common Stock of the Company. Accordingly, the Company's decision to secure
the Consent Resolutions in the form attached as Exhibit "B" hereto.
As of the date of this Information Statement, the authorized capital of
the Company consisted of Twenty Million (20,000,000) shares of Common Stock,
par value $.001 per share, of which 20,000,000 shares were issued outstanding,
and 1,000,000 shares of Preferred Stock, no shares of which are outstanding.
After adoption of the Amendment, the authorized capital of the Company will
consist of Fifty Million (50,000,000) shares of Common Stock, of which
20,000,000 shares will be issued and outstanding, and Ten Million (10,000,000)
shares of Preferred Stock, of which no shares will be issued and outstanding.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following sections from the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1997 (the "Annual Report") are hereby
incorporated by reference and made a part hereof:
1. Financial Statements of the Company included in Part II, Item 7 of
the Annual Report.
2. Management's Plan of Operation, Part II, Item 6 of the Annual
Report.
The Commission file number for the Company's documents which are
incorporated by reference herein is 0-24372. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Information Statement shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing thereof. Any statement contained herein shall be deemed to be modified
or superseded for all purposes of this Information Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Information Statement.
By Order of the Board of Directors
John Blumenthal, Chairman
Salt Lake City, Utah
February 13, 1998
<PAGE>
EXHIBITS
Exhibit A: Amendment to Certificate of Incorporation
Exhibit B: Written Consent of Stockholders in Lieu of Meeting
Exhibit A to Information Statement: Form of Certificate of Amendment
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE THORSDEN GROUP, LTD.
The Thorsden Group, Ltd., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to the recommendation of the Board of Directors of the
Company, the following resolution amending the Certificate of
Incorporation of the Company has been adopted by the vote of
stockholders of the Company holding a majority of the outstanding
stock entitled to vote thereon. The resolutions setting forth the
amendment are as follows:
RESOLVED, that the Company's Certificate of Incorporation be amended
to increase the number of shares of capital stock the Company shall
be authorized to issue as more fully set forth herein.
FURTHER RESOLVED, the form of the Amendment to the Certificate of
Incorporation of the Company (the "Amendment") attached hereto as
Exhibit A is hereby adopted and approved. Pursuant to the
Amendment, Article "FOURTH" of the Company's Certificate Of
Incorporation will be amended to provide that the authorized capital
of the Company consists of 50,000,000 shares of Common Stock, par
value $.001 per share, and 10,000,000 shares of Preferred Stock, par
value $.001 per share, and that the Board of Directors of the
Company shall have authority, without further action by the
shareholders, to create by resolution of the directors the powers,
designations, preferences and relative, participating, optional or
other rights, or the qualifications, limitations or restrictions of
any such series, to issue shares of one or more series of Preferred
Stock of the Company, and to designate the relative rights and
preferences of any such series.
SECOND: That these resolutions have been adopted by written consent of
stockholders holding a majority of the outstanding stock entitled to
vote thereon in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the undersigned hereby affirms, under penalties of
perjury, that the foregoing instrument is the act and deed of the Company and
that the facts stated therein are true. Dated this ___ day of May 1998.
The Thorsden Group, Ltd.
By:___________________________
Title: Secretary
<PAGE>
EXHIBIT "A"
TO
CERTIFICATE OF AMENDMENT
Amendment to Certificate of Incorporation
Article FOURTH of the Certificate of Incorporation of the Corporation is
hereby amended in its entirety so that, as amended, said FOURTH Article shall
read as follows:
FOURTH: The total number of shares of stock which the Company shall have
authority to issue is FIFTY MILLION (50,000,000) shares of Common Stock
and TEN MILLION (10,000,000) shares of Preferred Stock. All shares of
stock authorized hereunder shall have a par value of 1/10th of one cent
($.001) per share. The Common Stock shall be of one class and one series
without cumulative voting rights and without any preemptive rights.
Except as otherwise required by statute, this Certificate of
Incorporation, or provided for by resolution or resolutions of the Board
of Directors, as hereinafter set forth, the holders of the Common
Stock of the Company shall possess the exclusive right to vote for the
election of directors and for all other corporate purposes. The
Preferred Stock shall be issued from time to time in one or more
series, with such distinctive serial designations as shall be
stated and expressed in the resolution or resolutions providing for
the issuance of such shares as are from time to time adopted by the
Board of Directors. In such resolution or resolutions providing
for the issuance of shares of each particular series of Preferred Stock, the
Board of Directors is expressly authorized, without further vote or action of
the stockholders of the Company and to the fullest extent allowed under
Delaware law, to fix the rights, preferences, privileges, and restrictions of
such series of Preferred Stock, including the annual rate or rates of
dividends for the particular series and whether such dividends shall be
cumulative or noncumulative; the redemption price or prices for the
particular series; the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series or
class or other securities of the Company or any other corporation, with any
provisions for the subsequent adjustment of such conversion rights; the
voting rights; anti-dilution rights; terms of redemption (including sinking
fund provisions); the number of shares constituting any series, and the
designation of such series; and to classify or reclassify any unissued
Preferred Stock by fixing or altering from time to time any of the foregoing
rights, privileges and qualifications. If pursuant to this Article FOURTH,
the Company's Board of Directors shall authorize the issuance of any class
or series of Preferred Stock, (i) such class or series of Preferred Stock
may be granted the right to elect one or more of the Company's directors, as
the Board of Directors shall prescribe, and said directors shall have voting
rights identical to the other directors of the Company and shall serve until
such time as their successors are elected or until the class or series of
Preferred Stock entitled to elect them shall cease to be outstanding; and
(ii) such class or series of Preferred Stock may be granted preemptive rights
to acquire additional issues of such Preferred Stock or any other class or
series of stock issued by the Company.
<PAGE>
EXHIBIT "B" to INFORMATION STATEMENT
Written Consent of Stockholders
of
The Thorsden Group, Ltd.
in Lieu of Meeting
The undersigned do hereby take the following actions and adopt the
following resolutions in accordance with Section 228 (a) of the general
corporation of the State of Delaware.
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interest of the Company to increase the number of authorized
shares of both Common and Preferred Stock of the Corporation.
RESOLVED, that the Company's Certificate of Incorporation be amended to
increase the authorized stock of the Company as more fully set forth herein.
FURTHER RESOLVED, the form of the Amendment to the Certificate of
Incorporation of the Company (the "Amendment") attached hereto as Exhibit A is
hereby adopted and approved. Pursuant to the Amendment, Article "FOURTH" of
the Company's Certificate Of Incorporation will be amended to provide that the
authorized capital of the Company will consist of 50,000,000 shares of common
stock, par value $.001 per share, and 10,000,000 shares of Preferred Stock,
par value $.001 per share, and that the Board of Directors of the Company
shall have authority to create by powers, designations, preferences and
relative, participating, optional or other rights, or the qualifications,
limitations or restrictions of any such series and issue shares of one or
more series of Preferred Stock of the Company and to designate the relative
rights of preferences of any such series.
FURTHER RESOLVED, that the actions of the officers and the Directors of
the Company heretofore taken in connection with the Amendment to the
Certificate of Incorporation of the Company be, and that the same hereby is,
ratified and approved in all respects.
FURTHER RESOLVED, that the Directors of the Company be and they are
hereby authorized and directed to take any such action as may be deemed
necessary and advisable in order to carry out the purpose and intent of the
foregoing resolutions.
[THE FOLLOWING PAGE CONTAINS THE SIGNATURES OF THE SHAREHOLDERS.]
