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:
............................................................
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:.................................................
<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 fifty-five and forty-nine one hundredths
percent (55.49%) 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 June 10, 1999), the Certificate
of Incorporation of the Company will be amended to change the name of the
Company from The Thorsden Group, Ltd., to Sundog Technologies Inc.
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 April 23, 1999 (the "Record Date"),
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,
Martin J. Alfred, Secretary
Salt Lake City, Utah
May 21, 1999
<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 authorized the changing of the Company's corporate name from The
Thorsden Group, Ltd., to Sundog Technologies Inc. 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 foregoing action has 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 fifty-five and forty-nine one hundredths percent (55.49%) of
the Company's issued and outstanding Common Stock. In accordance with
regulations of the Securities and Exchange Commission (the "Commission"), the
Consent Resolutions and the change to the name of the Company will be effective
20 days following the mailing of this Information Statement. The Company
anticipates that the Amendment to the Company's Certificate of Incorporation
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 21, 1999.
Voting Securities and Principal Holders Thereof
To the Company's knowledge, the following table sets forth information regarding
ownership of the Company's outstanding Common Stock on April 23, 1999, together
with options or warrants exercisable within the six months following April 23,
1999, by (i) beneficial owners of more than 5% of the outstanding shares of
Common Stock; (ii) each director and each executive officer; and (iii) all
directors and executive officers as a group. Except as otherwise indicated below
and subject to applicable community property laws, each owner has sole voting
and sole investment
<PAGE>
powers with respect to the stock listed. The address of each person identified
below is the Company's principal office. There are no options or warrants or
similar rights to acquire shares of the Company's Common Stock held by the
beneficial owners listed below. As of April 23, 1999, there were 22,456,067
shares of Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Name and address of Shares of common stock
beneficial owner beneficially owned Percentage of Class
<S> <C> <C>
Martin J. Alfred, 5% Holder 1,120,000 4.99%
Jeffrey Barlow, 5% Holder 1,540,000 6.86%
John Blumenthal, Director 2,940,000 13.09%
Timothy Kapp, Director 980,000 4.36%
Stephen Russell, Director 1,540,000 6.86%
David Valenti, 5% Beneficial 1,540,000 6.86%
Owner
John Zollinger, Director 2,940,000 13.09%
Joe Ward, Director 60,000* 0.27%
Jerral Pulley, Director 60,000 0.27%
All executive officers and 9,640,000 42.70%
directors as a group (7
persons)
- --------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
* Options vesting 8/1/99
There are no arrangements known to the Company, the operation of which
may, at a subsequent date, result in a change of ownership or control of the
Company.
The corporate action changing the name of the Company was authorized by
a consent resolution by the holders of approximately 55.49% percent of the
issued and outstanding stock as of the Record Date. The consent resolution
adopted by such holders is as follows:
<PAGE>
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 and its shareholders to amend the
Certificate of Incorporation to change the name of the Company as set forth in
the proposed Certificate of Amendment of Certificate of Incorporation, attached
hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, the undersigned desire to approve the proposed amendment to
the Certificate of Incorporation.
NOW, THEREFORE, the undersigned shareholders of the Company hereby
consent to and adopt the following resolutions:
RESOLVED, that the Company's Certificate of Incorporation be
amended to change the name of the Company to Sundog
Technologies Inc.
FURTHER RESOLVED, the form of the Certificate of 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 "FIRST" of
the Company's Certificate Of Incorporation will be amended to
state the name of the Company as Sundog Technologies Inc.
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.]
<PAGE>
IN WITNESS WHEREOF, the undersigned stockholders have caused this
Consent to be executed as of the 23rd day of April, 1999.
The undersigned understands and agrees that the foregoing consent
resolutions shall not become effective until 20 days after the Company mails to
all shareholders of the Company an Information Statement pursuant to the rules
and regulations of the Securities and Exchange Commission.
Date:
--------------- ----------------------------------------------
Stephen Russell
Date:
--------------- ----------------------------------------------
John Blumenthal
Date:
--------------- ----------------------------------------------
Marty Alfred
Date:
--------------- ----------------------------------------------
Tim Kapp
Date:
--------------- ----------------------------------------------
John Zollinger
Date:
--------------- ----------------------------------------------
Jeff Barlow
Date:
--------------- ----------------------------------------------
Bruce Baird
Date:
--------------- ----------------------------------------------
Gary Wright
<PAGE>
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, 1998 (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
Jerral Pulley, Chairman
Salt Lake City, Utah
May 21, 1999
<PAGE>
EXHIBITS
Exhibit A: Amendment to Certificate of Incorporation
Exhibit B: Written Consent of Stockholders in Lieu of Meeting
<PAGE>
EXHIBIT "A" TO INFORMATION STATEMENT
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
First: That at a meeting of the Board of Directors of The Thorsden Group, Ltd.
(the "Corporation") resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting said amendment to the stockholders of
the Corporation for consideration thereof.
The resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "First" so that, as
amended, said Article shall be and read as follows:
The name of the Corporation is Sundog Technologies Inc.
Second: That thereafter, the holders of a majority of the outstanding stock of
the Corporation, by written consent resolution pursuant to and in compliance
with Section 228 of the General Corporation Law of the State of Delaware,
approved, consented to, and adopted the amendment to the Certificate of
Incorporation of the Corporation as set forth above.
Third: That the said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
Fourth: That the capital of the Corporation shall not be reduced under or by
reason of said amendment.
By: /s/
NAME: Stephen Russell
<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 and its shareholders to amend the
Certificate of Incorporation to change the name of the Company as set forth in
the proposed Certificate of Amendment of Certificate of Incorporation, attached
hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, the undersigned desire to approve the proposed amendment to
the Certificate of Incorporation.
NOW, THEREFORE, the undersigned shareholders of the Company hereby
consent to and adopt the following resolutions:
RESOLVED, that the Company's Certificate of Incorporation be
amended to change the name of the Company to Sundog
Technologies Inc.
FURTHER RESOLVED, the form of the Certificate of 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 "FIRST" of
the Company's Certificate Of Incorporation will be amended to
state the name of the Company as Sundog Technologies Inc.
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.]
<PAGE>
IN WITNESS WHEREOF, the undersigned stockholders have caused this
Consent to be executed as of the 23rd day of April, 1999.
The undersigned understands and agrees that the foregoing consent
resolutions shall not become effective until 20 days after the Company mails to
all shareholders of the Company an Information Statement pursuant to the rules
and regulations of the Securities and Exchange Commission.
Date: 4/23/99 /s/ Stephen Russell
-------------------
Stephen Russell
Date: 4/20/99 /s/ John Blumenthal
-------------------
John Blumenthal
Date: 4/20/99 /s/ Marty Alfred
-------------------
Marty Alfred
Date: 4/22/99 /s/ Tim Kapp
-------------------
Tim Kapp
Date: 4/21/99 /s/ John Zollinger
-------------------
John Zollinger
Date: 4/21/99 /s/ Jeff Barlow
-------------------
Jeff Barlow
Date: 4/20/99 /s/ Bruce Baird
-------------------
Bruce Baird
Date: 4/21/99 /s/ Gary Wright
-------------------
Gary Wright
