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
PRELIMINARY INFORMATION STATEMENT
Siclone Industries, Inc.
(Name of Registrant as Specified In Its Charter)
378 North Main Street, #124
Layton, Utah 84041
801-273-9300
SEC File Number: 000-25809
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[x] Preliminary Information Statement
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
SICLONE INDUSTRIES, INC.
378 No. Main Street #124
Layton, UT 84041
801-273-9300
INFORMATION STATEMENT
This Information Statement ("Statement") contains information related to certain
corporate actions of Siclone Industries, Inc., a Delaware corporation (the
"Company"), and is expected to be mailed on or about June ____, 2007 to all
holders of the voting capital stock of the Company,(collectively, the
"Shareholders"), which includes all shareholders of common stock, par value
$.001 per share ("Common Stock"), of record at the close of business on June
_____, 2007 ("Record Date").
The corporate actions involve Proposals providing for the following
matters.
1. A recapitalization pursuant to which the issued and outstanding
shares of the Company's common stock will be reverse split, or consolidated, on
a one hundred thirty-six (136) to one (1) basis so that shareholders will
receive one (1) share of the Company's common stock for one hundred thirty-six
(136) shares now held. Any fractional shares will be rounded up. No certificate
below one hundred shares will be reversed and no certificate greater than one
hundred shares will be reversed below one hundred shares.
2. The Articles of Incorporation of the Company will be amended to
change the name of the Company to a name yet to be chosen by the Board of
Directors to better reflect the direction of the Company's business.
3. The Articles of Incorporation of the Company will be amended to
increase the authorized shares of common stock, par value $.001, from 30,000,000
to 100,000,000.
THE BOARD OF DIRECTORS HAS APPROVED, AND HOLDERS OF NOT LESS THAN A MAJORITY OF
THE 23,810,000 SHARES OF COMMON STOCK OF RECORD AT THE CLOSE OF BUSINESS ON THE
RECORD DATE, HAVE CONSENTED TO THE PROPOSALS. THESE ACTIONS ARE EXPECTED TO BE
TAKEN NOT LESS THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION
STATEMENT, OR AS SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
Paul Adams, President
June ____, 2007
SICLONE INDUSTRIES, INC.
378 No. Main Street #124
Layton, UT 84041
801-273-9300
ABOUT THE INFORMATION STATEMENT
What is the Purpose of the Information Statement?
This Statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, to notify the Shareholders, as of
the Record Date, of the corporate actions expected to be taken pursuant to the
written consent of principal shareholders. Specifically, holders of our Common
Stock entitled to cast 50.3% of the votes on all matters submitted to the
shareholders for approval have consented in writing to the corporate actions
outlined in this Information Statement, which actions are expected to take place
on or before June _____, 2007, consisting of a recapitalization of the issued
and outstanding shares of common stock which will result in the outstanding
shares of the Corporation being reduced from 23,810,000 to approximately 175,074
through a reverse split of the issued and outstanding common stock on a one (1)
for One Hundred Thirty Six (136) basis, a change in the Company's name, which
name will be determined at a later date; and a change in the authorized common
stock from 30,000,000 to100,000,000 (the "Proposal"). Accordingly, all actions
described in the Proposal are expected to be taken on or about June , 2007.
Who is Entitled to Notice?
All holders of shares of Common Stock of record on the close of
business on the Record Date will be entitled to notice of the action to be taken
pursuant to the written consent of certain principal shareholders. Specifically,
shareholders who have consented in writing to the Proposal. Under Delaware
corporate law and the Company's governing documents, all activities requiring
shareholder approval may be taken by obtaining the written consent and approval
of more than fifty percent (50%) of the holders of voting stock in lieu of a
meeting of the shareholders. Because the shareholders are entitled to cast a
number of shares equal to 50.3% of the total voting stock of the Company, no
action by the other shareholders in connection with the Proposal set forth
herein is required.
What Corporate Matters Has the Principal Shareholders Voted on and How Did They
Vote?
The shareholders that hold 50.3% of the total voting capital stock of
the Company hold a majority of the total voting capital stock required to vote
on each matter. Such principal shareholders have consented in writing to the
following Proposal:
*FOR the adoption of a) of a reverse stock split of the Company's
common stock in a ration of one (1) new share for every one hundred thirty six
(136) existing shares of common stock outstanding; b) a change in the name of
the Company to be determined at a later date; c) change in the authorized shares
of the Company's Common Stock from 30,000,000 to 100,000,000.
What Was the Recommendations of the Board of Directors?
The Board of Directors unanimously recommended that shareholders vote
as follows:
*FOR the adoption of a) of a reverse stock split of the Company's
common stock in a ration of one (1) new share for every one hundred thirty six
(136) existing shares of common stock outstanding; b) a
change in the name of the Company to be determined at a later date; c) change in
the authorized shares of the Company's Common Stock from 30,000,000 to
100,000,000.
What Vote Was Required to Approve the Proposal?
Each share of Common Stock is entitled to one (1) vote. As of the
Record Date, we had 23,810,000 shares of Common Stock issued and outstanding.
Therefore, a majority of the 23,820,000 total voting shares of common stock of
the Company in favor of the action is required to pass the shareholder
resolution for this action. A majority of the voting capital stock was required
for approval of the Proposal. As a result, the written consent to approve this
Proposal by certain shareholders (which vote is equal to 50.3% of the total
voting capital stock of the Company, was sufficient to approve the Proposal.
Will Shareholder Receive Dissenters' Rights?
Under Delaware law, Shareholders are not entitled and will not receive
dissenters or appraisal rights under the terms fo the Proposal set forth herein.
INFORMATION ON THE CONSENTING SHAREHOLDERS
Shareholders who hold shares of Common Stock have consented in writing
to the Proposal. The number of shares of Common Stock within their voting
control as of the Record Date is listed below. The following principal
shareholders hold 50.3% of the shares of voting capital stock and accordingly,
has sufficient shares to approve the Proposal:
Number of Comon Percentage of Total Voting
Name and Address Shares Entitled to Vote Capital Stock (1)
Brad S. Shepherd 10,200,000 42.8%
6269 Jamestown Court
Salt Lake City, UT 84121
Business Growth Funding, Inc. 600,000 2.5%
P.O. Box 17863
Salt Lake City, UT 84117
Venture Resources, Inc. 600,000 2.5%
2457 Walker Lane
Holladay, UT 84117
Minnie Merchants, Inc. 600,000 2.5%
4766 Holladay Blvd.
Holladay, UT 84117
(1) Applicable percentage of total voting stock is based on 23,810,000
shares of Common Stock issued and outstanding on June , 2007.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to
persons known to the Company to own beneficially more than five percent (5%) of
the Company's voting securities, as of the record date, and persons who have
served and/or are still serving as directors of the Company since the beginning
of the last fiscal year, and the directors and officers of the Company as a
group.
Position with Amount and Nature
Title of Name and Address of Company of Beneficial Percent of
Class Beneficial Owner Ownership (1) Class (2)
------- ------------------ -------------- -------------- ---------
Common Brad S. Shepherd N/A 10,200,000 42.8%
6269 Jamestown Court
Salt Lake City, UT 84121
Title of Name and Address of
Office and Director
Common Paul Adams Dir. & Pres. 0 0%
378 North Main, #124
Layton, Utah 84041
Management as a group (one) 0 0%
(1) For purposes of this table, information as to the beneficial ownership
of shares of common stock is determined in accordance with the rules of the
Securities and Exchange Commission and includes general voting power and/or
investment power with respect to securities. Except as otherwise indicated,
all shares of common stock are beneficially owned, and sole investment and
voting power is held, by the person named. For purposes of this table, a
person or group of persons is deemed to have "beneficial ownership" of any
shares of common stock, which such person has the right to acquire within
60 days after the date hereof. The inclusion herein of such shares listed
beneficially owned does not constitute an admission of beneficial
ownership.
(2) All percentages are calculated based upon a total number of 23,810,000
shares of Common Stock outstanding as of June _____, 2007, plus, in the
case of the individual or entity for which the calculation is made, that
number of options or warrants owned by such individual or entity that are
currently exercisable or exercisable within 60 days.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any additional
proposals in this Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No officer or director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or director of
the Company.
No director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company as set forth in this
Statement.
PROPOSAL
RECAPITALIZATION OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK THROUGH A
REVERSE SPLIT; CHANGE IN THE NAME OF THE COMPANY; INCREASE IN AUTHORIZED.
1. Reverse Split of the Common Stock.
The Company currently has little or no public market for its common
stock. Based upon current market conditions and limited brokerage firm interest
in low priced securities, the Board of Directors has determined that it is in
the Company's and the shareholders' best interest to effectuate a reverse split
on a
basis of up to 136 to 1. The recapitalization will reduce on a 136 to 1 basis
the issued and outstanding shares of the Company's common stock, par value $.001
per share, through a reverse split or consolidation, so that shareholders will
receive one (1) share of Common Stock for every one hundred thirty-six (136)
shares of Common Stock now held by the shareholder.
In an effort to preserve shareholders in "round lots", which is of
benefit to the shareholders and the Company, no certificate below one hundred
shares will be reversed and no certificate greater than one hundred shares will
be reversed below one hundred shares. No fractional shares will be issued in
connection with such recapitalization and only fractional shares will be rounded
up to the nearest whole number. This transaction is not intended to be a "going
private" transaction.
The rights of existing shareholders will not be altered and no
shareholder will be eliminated as a result of the reverse split.
The Company cannot predict the effect of any reverse stock split upon
the market price over an extended period and, in many cases the market value of
a company's common stock following a reverse split declines. The Company cannot
assure you that the trading price of the common stock after the reverse stock
split will rise in inverse proportion to the reduction in the number of shares
of the common stock outstanding as a result of the reverse stock split. Also,
the Company cannot assure you that a reverse stock split would lead to a
sustained increase in the trading price of our common stock. The trading price
of our common stock may change due to a variety of other factors, most
proximately our lack of profitability or business.
The following table represents the number of common shares after the
reverse stock split that will be:
(I) Issued and Outstanding (ii) Authorized and reserved (iii) Authorized but unreserved as a
for issuance result of the adoption of the reverse
stock split (total unissued)
------------------------------------------- -------------------------------------- ------------------------------------------------
175,074 0 99,824,926
------------------------------------------- -------------------------------------- ------------------------------------------------
The Company currently has no definitive plans to issue the authorized
but unissued shares available due to the reverse split.
2. Change in the Name of the Company.
Shareholders holding a majority of the Company's common stock have
consented to give the Board of Directors authority to change the name of the
Company to be determined at a later date.
3. Change in the Authorized Shares of Common Stock.
Shareholders holding a majority of the Company's common stock have
consented increase the authorized shares of the Company's Common Stock from
30,000,000 to 100,000,000.
Share information.
As of the Record Date, there were approximately 23,810,000 shares of
common stock outstanding. Each outstanding share of Common Stock is entitled to
one vote.
In order to effectuate the reverse split, each shareholder will be
entitled to submit his or her old stock certificate (any certificate issued
prior to the effective date of the Recapitalization and name change), to the
Company's transfer agent, OTC Stock Transfer Company, 231 East 2100 South, Salt
Lake City, Utah 84115,
and be issued in exchange therefor, one new certificate in the new name of the
Company representing the Common Stock on a 136 for 1 basis, rounded up to the
nearest whole share. The Company shall pay the cost of such issuance, if
presented to OTC Stock Transfer Company, within 60 days of June __, 2007. After
60 days from the effective date, all exchange requests must be accompanied by a
check payable to OTC Stock Transfer Company in the amount of $___ per
certificate to be issued. The Company will not pay for any additional
certificates requested or for the transfer of certificates into names other than
those in which the certificates are in presently. To eliminate confusion
regarding the Common Stock, the Board of Directors urges the shareholders to
surrender their certificates for exchange; however, shareholders are not
required to do so.
Changes in Control.
The Company is currently seeking business opportunities to acquire or
merge with. The Company has investigated several opportunities, but has not
entered into a definitive agreement to date. Changes in the composition of the
Board of Directors, as well as changes in controlling ownership of the Company's
voting stock, could be possible, if not likely, in the future as the Company
seeks business venture acquisitions or mergers. In the event of an acquisition
or merger, the shareholders have previously authorized the Company to change its
name to a name to be determined at a later date by the Board of Directors.
Vote Required for Approval
Approval of the proposed above action requires a majority vote of the
shareholders of shares as of the Record Date. Because shareholders holding a
majority of the shares are in favor of the proposed actions, proxies are not
being solicited in this matter and the corporate action will be approved by
written shareholder consent.
Pursuant to Section 14(a) of the Securities Exchange Act of 1934, no
other corporate events are taking place to be voted on.
Recommendation of the Board of Directors
The Board of Directors of the Company unanimously recommended a vote
"FOR" the approval of the reverse split reducing the issued and outstanding
shares.
Additional Information Included With This Information Statement
Additional information concerning the Company, its audited annual
financial statements for the period ending December 31, 2006 and the unaudited
quarterly financial statements for the period ending March 31, 2007 can be found
by accessing the following website with the Securities and Exchange Commission
("SEC"), at www.sec.gov/Archives/edgar.
Delivery of Documents to Security Holders Sharing an Address
Only one (1) Information Statement and annual and quarterly report is
being delivered to multiple security holders sharing an address unless the
Company has received contrary instructions from one or more of the security
holders. The Company shall deliver promptly upon written or oral request a
separate copy of the Information Statement to a security holder at a shared
address to which a single copy of the documents was delivered. A security holder
can notify the Company they wish to receive a separate copy of the Information
Statement and annual and quarterly report by sending a written request to the
Company at 4766 Holladay Blvd.; Holladay, UT 84117, 801-273-9300.
By Order of the Board of Directors
Paul Adams
President
Salt Lake City, Utah
___________, 2007