pre14c.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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Preliminary Information Statement
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Confidential, for Use of the Commission
(only as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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OCTAGON 88 RESOURCES, INC.
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(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Per unit 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):
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Fee paid previously with Preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing fee for which the offsetting fee was paid previously. Identify the previous filing by registration filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.
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OCTAGON 88 RESOURCES, INC.
Zeglistrasse 30,
Englberg, Switzerland 6390
NOTICE OF STOCKHOLDER ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
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Dear Octagon 88 Resources, Inc. Stockholders:
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This Information Statement is first being mailed on or about March , 2013 to the holders of record of the outstanding common stock, $0.0001 par value per share (the “Common Stock”) of Octagon 88 Resources, Inc., a Nevada corporation (the “Company”), as of the close of business on February 19, 2013 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Information Statement relates to a written consent in lieu of a meeting, dated February 19, 2013 (the “Written Consent”), of stockholders of the Company owning at least a majority of the outstanding shares of Common Stock of the Company, as of the Record Date (the “Majority Stockholders”). Except as otherwise indicated by the context, references in this Information Statement to the “Company”, “we”, “us”, or “our” are references to Octagon 88 Resources, Inc.
The Written Consent authorized an authorization to the Board of Directors to effect a forward split of the Company’s common stock, par value $0.0001 per share at an exchange ratio of three for one (the “Forward Split”) and to file such amendments as may be required with the requisite regulatory bodies to effect the Forward Split, so that every 1 (one) outstanding shares of Common Stock before the Forward Split shall represent 3 (three) shares of Common Stock after the Forward Split (the “Forward Split Amendment”).
The Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under Chapter 78 of the Nevada Revised Statutes and our Bylaws to approve the Certificate of Amendment. Accordingly, the Certificate of Amendment is not presently being submitted to our other stockholders for a vote. The action by Written Consent will become effective when the Company files the Certificate of Amendment with the Nevada Secretary of State, which will occur at least 20 days after the date of the mailing of this Information Statement to our stockholders. We will pay the cost of preparing, printing and distributing this Information Statement.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By Order of the Board of Directors
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/s/Guido Hilekes .
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Guido Hilekes
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Chief Executive Officer
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February 20, 2013
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OCTAGON 88 RESOURCES, INC.
Zeglistrasse 30,
Englberg, Switzerland 6390
INFORMATION STATEMENT
PURSUANT TO SECTION 14(c)
OF THE SECURTIES EXCHANGE ACT OF 1934
AND RULE 14c-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
We are sending you this Information Statement solely for the purpose of informing our stockholders of record as of February 19, 2013 in the manner required under Regulation 14(c) of the Securities Exchange Act of 1934, as amended, of the actions taken by a majority of our stockholders by written consent in lieu of a special meeting. No action is requested or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement has been filed with the U.S. Securities and Exchange Commission (the (“Commission”) and is being furnished to the holders of the outstanding and voting shares of stock of Octagon 88 Resources, Inc., a Nevada corporation (the “Company”, “we”, “our” or “us”). The purpose of this Information Statement is to provide notice that a majority of our stockholders have executed written consents in lieu of a special meeting approving the authorization to the Board of Directors to effect a forward split of the Company’s common stock, par value $0.0001 per share at an exchange ratio of three for one (the “Forward Split”) and to file such amendments as may be required with the requisite regulatory bodies to effect the Forward Split, so that every 1 (one) outstanding share of Common Stock before the Forward Split shall represent 3 (three) shares of Common Stock after the Forward Split (the “Forward Split Amendment”).
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. The approval of the Amendment requires the affirmative vote or written consent of a majority of the voting power of the issued and outstanding shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may properly come before the stockholders. On the Record Date the Company had 26,545,473 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share. On October 15, 2012, our Board of Directors unanimously adopted resolutions approving the Forward Split Amendment. Our Board of Directors determined that the Forward Split is in the best interest of our stockholders and will more accurately reflect, and allow us to engage in, our new business operations as described in our Current Report on Form 8-K filed on October 15, 2012. The Forward Split was a requirement under the acquisition agreement as described in our Current Report on Form 8-K filed on October 15, 2012. On the Record Date, the record holders of 14,000,000 shares of our Common Stock, constituting 52.7% of our issued and outstanding Common Stock, the sole class of our voting securities currently issued and outstanding, consented in writing to the Forward Split Amendment. Accordingly, we have obtained all necessary corporate approvals in connection with the Forward Split Amendment. We are not seeking written consent from any other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such actions taken as required by the Exchange Act. As the actions taken by the majority stockholders were by written consent, there will be no security holders meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders. We will, when permissible following the expiration of the 20 day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Forward Split Amendment as required with the Nevada Secretary of State’s Office. The Forward Split Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed to our stockholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
We are authorized to issue up to 400,000,000 shares of Common Stock, par value $0.0001 per share.
As of February 19, 2013, we had issued a total of 26,545,473 shares of Common Stock.
Each outstanding share of Common Stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy or newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Shareholders do not have preemptive rights to purchase shares in any future issuance of our Common Stock.
The holders of shares of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors.
Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors. As the close of business on the, we had a total of 26,545,473 shares of Common Stock outstanding.
DISSENTERS RIGHTS
Under Nevada law, holders of our Common Stock are not entitled to dissenters rights of appraisal with respect to the proposed amendment to our Articles of Incorporation and the adoption of the Amendments.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed in this Information Statement, since July 1, 2012, being the commencement of our last financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
1. any director or officer of our corporation;
2. any proposed nominee for election as a director of our corporation; and
3 any associate or affiliate of any of the foregoing persons.
Mr. Guido Hilekes, our President and a director of the Company is a director of our controlling shareholder, Zentrum Energie Trust A.G.
The shareholdings of our directors and officers are listed below in the section entitled "Principal Shareholders and Security Ownership of Management". To our knowledge, no director has advised that he intends to oppose the Forward Split Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of February 19, 2013 by (i) each person known to us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer and each other executive officer set forth in the Execution Compensation section and (iv) all of our current officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Zeglistrasse 30, Englberg, Switzerland 6390.
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Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them.
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Title of Class
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percentage of Class (1)
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Common Stock
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Guido Hilekes, President and Director
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-0- shares held
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0%
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Common Stock
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Feliciano Tighe, Secretary, and Director
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-0- shares held
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0%
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Common Stock
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Bryan Cook, Chief Financial Officer
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-0- shares held
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0%
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Common Stock
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Gordon Taylor, Director
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-0- shares held
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0%
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Common Stock
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Dr. Peter Beck
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-0- shares held
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0%
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Common Stock
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Zentrum Energie Trust A.G.(2)
Hochwachtstrasse 4
Steinhausen, Zug, 6312 Switzerland
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14,000,000
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52.7%
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All Directors and Officers as a Group
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-0-
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0%
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(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of February 19, 2013 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 26,545,473 shares of common stock outstanding as of February 19, 2013.
(2) Guido Hilekes is a director of Zentrum Energie Trust A.G.
The Company does not have any change of control or retirement arrangements with its executive officers.
AUTHORIZATION OF THE FORWARD STOCK SPLIT
General
On February 19, 2013, the Board of Directors authorized the Company to implement a forward stock split (the “Forward Split”) of the Company’s outstanding shares of Common Stock at a ratio of 3:1 (three shares for every one share currently held) and to file all required documents to the requisite regulatory authorities to implement the Forward Split. On February 19, 2013, pursuant to NRS78-385 of the Nevada Revised Statutes, we received written consents approving the Forward Split from the Majority Stockholders. Pursuant to the resolutions which were adopted, on the Effective Date or such date as may be determined by FINRA and the requisite regulatory authorities to be the Effective Date the number of issued and outstanding shares of Common Stock would be increased by a ratio of three-for-one.
Effective Date of the Forward Split
The Forward Split will become effective upon the approval by FINRA of the Forward Split Amendment or at such later time as indicated in such amendment (the “Effective Time” and “Effective Date”), but in no event prior to the end of the 20 day period following the date on which this Information Statement is mailed first to our stockholders.
Purpose and Background of the Forward Split
The Forward Split was required by an acquisition agreement executed by the Company on October 15, 2012. The primary objective of the Forward Split was to increase the liquidity of the shares of the Company, thus making it more attractive for financing.
The Board of Directors believes that increased share capital may encourage investor interest and improve the marketability of the Common Stock to a broader range of investors, and thus improve liquidity. Many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in illiquid stocks or tend to discourage individual brokers from recommending illiquid stocks to their customers. Once the Company implements the Forward Split, there is no assurance that the liquidity for shares of the Common Stock after the Forward Split will increase or that it will assist the Company in raising any financing.
Material Effects of Forward Split
The Forward Split will affect all stockholders of the Company uniformly and will not affect any stockholder’s percentage ownership interests or proportionate voting power.
The principal effects of the Forward Split will be that (i) the number of shares of Common Stock issued and outstanding will be increased from 26,545,473 shares as of February 19, 2013 to 79,636,419 as of the Effective Date, without giving consideration to the round-up of fractional shares to be issued which may increase the number minimally.
The Forward Split will not affect the par value of the Common Stock. As a result of the Forward Split, on the Effective Date, the stated capital on our balance sheet attributable to the Common Stock will be increased in proportion to the size of the Forward Split, and the additional paid-in capital account shall be credited with the amount by which the stated capital is increased. Our stockholders’ equity, in the aggregate, will remain unchanged. The Forward Split will not change the terms of the Common Stock. After the Forward Split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized. The Common Stock issued pursuant to the Forward split will remain fully paid and non-assessable. The increase in the number of shares of our Common Stock outstanding as a consequence of the Forward Split may increase the liquidity in our Common Stock if the anticipated beneficial effects do occur.
Round Up of Fractional Shares; Exchange of Stock Certificates
No fractional shares of our Common Stock will be issued in connection with the proposed Forward Split. Holders of Common Stock who would otherwise receive a fractional share of Common Stock pursuant to the Forward Split will receive a share rounded up to the next nearest share. There will be no Exchange of Stock Certificates required.
Material U.S. Federal Income Tax Consequences of The Forward Split
The following discussion is a summary of the U.S. federal income tax consequences to a stockholder who exchanges shares pursuant to the stock split. This discussion is for general information only and is not intended to be a complete description of all potential tax consequences to a particular stockholder. Nor does it describe state, local or foreign tax consequences. Any written tax advice contained herein was not written or intended to be used (and cannot be used) by any taxpayer for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is based on current provisions of the Code, Treasury regulations promulgated under the Code, Internal Revenue Service (“IRS”) rulings and pronouncements, and judicial decisions now in effect, all of which are subject to change at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively. We have not sought nor will we seek any rulings from the IRS with respect to the U.S. federal income tax consequences discussed below. The discussion below is not in any way binding on the IRS or the courts or in any way constitutes an assurance that the U.S. federal income tax consequences discussed herein will be accepted by the IRS or the courts.
We will not recognize any gain or loss for tax purposes as a result of the stock split. Furthermore, the stock split will not result in the recognition of gain or loss to our common stockholders. The holding period for the shares of common stock each stockholder receives will include the holding period of the shares exchanged in the stock split. The aggregate adjusted basis of the new shares of common stock will be equal to the aggregate adjusted basis of the old shares exchanged in the stock split.
Shareholders should consult their own tax advisors to know their individual federal, state, local and foreign tax consequences.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SECs Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site, www.sec.gov that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
Dated: February 20, 2013
By Order of the Board of Directors
/s/ Guido Hilekes
Guido Hilekes, President
APPENDICES
Appendix A- Certificate of Amendment
APPENDIX A
ROSS MILLER
Secretary of State
204 N. Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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CERTIFICATE OF CHANGE
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(PURSUANT TO NRS 78.209)
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USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICR USE ONLY
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1.Name of Corporation:
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Octagon 88 Resources, Inc.
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2. The board of directors have adopted a resolution pursuant to NRS.78.209 and have obtained any required approval of the stockholders.
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3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
400,000 shares authorized at $0.0001 par value
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
400,000 shares authorized at $0.0001 par value
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
79,636,419 shares of common stock will be issued and outstanding after the change, subject to the issuance of fractional shares.
6. The provisions, if any for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
Each fractional share to be rounded up.
7. Effective date and time of filing: (optional) :
8. Signature: (required) (must not be later than 90 days after the certificate is issued)
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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Nevada Secretary of State Amend Profit –After |
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Revised: 8-31-11 |