SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] 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:
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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 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
February 13, 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 authorizes the Board, 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 January 3, 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
February 28, 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 $.001 per share, and that the Board of Directors of the
Company shall have authority, without further action by the
shareholders, to create by resolution of the directors the powers,
designations, preferences and relative, participating, optional or
other rights, or the qualifications, limitations or restrictions of
any such series, to issue shares of one or more series of Preferred
Stock of the Company, and to designate the relative rights and
preferences of any such series.
SECOND: That these resolutions have been adopted by written consent of
stockholders holding a majority of the outstanding stock entitled to
vote thereon in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the undersigned hereby affirms, under penalties of perjury,
that the foregoing instrument is the act and deed of the Company and that the
facts stated therein are true. Dated this ___ day of March, 1998.
The Thorsden Group, Ltd.
By:
Title: Secretary
<PAGE>
EXHIBIT "A"
TO
CERTIFICATE OF AMENDMENT
Amendment to Certificate of Incorporation
Article FOURTH of the Certificate of Incorporation of the Corporation is hereby
amended in its entirety so that, as amended, said FOURTH Article shall read as
follows:
FOURTH: The total number of shares of stock which the Company shall have
authority to issue is FIFTY MILLION (50,000,000) shares of Common Stock
and TEN MILLION (10,000,000) shares of Preferred Stock. All shares of
stock authorized hereunder shall have a par value of 1/10th of one cent
($.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.]
