SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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[ ] Preliminary Information Statement
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5(d)(2))
[X] Definitive Information Statement
COLE, INC.
(Name of Registrant as Specified in its Charter)
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
COLE, INC.
4848 S. Highland Dr. #140
Salt Lake City, Utah 84117
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Cole, Inc., a Utah corporation [the "Company," "Cole," "we", "our" or "us" or
words or similar import]) regarding two amendments to our Articles of
Incorporation.
These amendments were unanimously adopted by our Board of Directors
and the majority stockholders (the "Majority Stockholders") of our Company in
accordance with the Utah Revised Business Corporation Act (the "Utah Law").
The Majority Stockholders own 594,750 shares or approximately 54.8% of our
outstanding voting securities. No other votes were required or necessary to
adopt these amendments, and none are being solicited hereunder. See the
captions "Voting Securities and Principal Holders Thereof" and "Amendments to
the Articles of Incorporation and Vote Required for Approval," herein.
The amendments to our Articles of Incorporation are as follows.
Increase in authorized shares.
------------------------------
Our Board of Directors and the Majority Stockholders have voted by
written consent to amend Article IV of our Articles of Incorporation to say:
Article IV - Stock
The aggregate number of shares which this corporation shall have
authority to issue is 55,000,000 shares, divided into two classes, 50,000,000
shares of common stock of a par value of one cent ($0.01) per share and
5,000,000 shares of preferred stock of a par value of one cent ($0.01) per
share, with the preferred stock having such rights and preferences as the
Board of Directors shall determine. Fully paid stock of this corporation shall
not be liable to any further call or assessment.
The new Article IV increases the authorized capital of our Company
from $500,000 divided into 50,000,000 shares of $0.01 par value common stock
to $550,000 divided into 55,000,000 shares of $0.01 par value stock, divided
into two classes, 50,000,000 shares of common stock and 5,000,000 shares of
preferred stock, with the preferred stock having such rights and preferences
as the Board of Directors shall determine. No other changes were made in this
Article IV.
The Board of Directors believes that this amendment will provide
us with greater flexibility by increasing our authorized capital to allow us
to issue up to an additional 5,000,000 shares of preferred stock, though there
are no current arrangements with our Company that would result in the issuance
of the additional authorized shares.
Authorization to Change Name.
-----------------------------
Our Board of Directors and the Majority Stockholders have also voted
to add the following new Article XI to our Articles of Incorporation:
Article XI - Board of Director Authorization to Change Corporate Name
The Board of Directors shall have the right to change the name of
the corporation without shareholder approval to a name that reflects the
industry or business in which the corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the corporation that the Board of Directors, in
its sole discretion, deems appropriate.
The Company does not have any present name change in mind, but with
the present limited business operations of our Company, it is possible that we
may change our focus or direction; it is believed that such a provision in our
Articles of Incorporation will save additional time and expense in the future,
in such event.
APPROXIMATE DATE OF MAILING: August 11, 2003.
These amendments will become effective on the later of the opening
of business on September 2, 2003, or a date that is at least 21 days from the
mailing of this Information Statement to our stockholders.
These amendments are the only matters covered by this Information
Statement.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to our Articles of Incorporation which
is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding these amendments to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on July 28, 2003, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendments to our Articles of Incorporation, was 1,085,051.
Security Ownership of Principal Holders and Management.
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The following table sets forth certain information as of July 28,
2003, regarding current beneficial ownership of the shares of our common stock
by (i) each person known by us to own more than 5% of the outstanding shares
of our common stock, (ii) each of our executive officers and directors, and
(iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based upon
1,085,051 outstanding shares of our common stock.
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned(1)
---------------- ---- -------------------------------
James P. Doolin(2) President 51,250 - 4.7%
and Director
Shane E. Thueson(2) Vice President 5,000 - 0.5%
and Director
Luke Bradley(2) Secretary 5,000 - 0.5%
and Director
Leonard W. Burningham, Esq. Stockholder 213,551 - 19.6
(3)
Sharlene T. Doolin(2) Stockholder 200,000 - 18.4%
Duane S. Jenson Stockholder 200,000 - 18.4%
Quad D Partnership(1),(2) Stockholder 333,500 - 30.7%
All executive officers and directors 61,250 - 5.7%
of the Company as a group (three persons)
(1) Sharlene Doolin may be deemed the beneficial owner of Quad D
Partnership's shares, as she is the majority partner of Quad D Partnership;
and the mother of James P. Doolin.
(2) These stockholders have consented to the amendments to our Articles
of Incorporation and they constitute the "Majority Stockholders" referenced
herein in that respect.
(3) Mr. Burningham is one of the attorneys for the Company, and
participated in the preparation of this Information Statement.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Utah Law.
---------
The above two amendments to our existing Articles of Incorporation were
unanimously adopted by our three-person Board of Directors and the additional
persons (including members of our management) who own in excess of a majority
of our outstanding voting securities and who are collectively designated
herein as the Majority Stockholders, in accordance with Sections 16-10a-1001
titled "Authority to amend [articles]" 16-10a-704 titled "Action without a
meeting" and 16-10a-725 titled "Quorum and voting requirements for voting
groups" of the Utah Law. Article V of our Articles of Incorporation also
provides that any amendment shall be subject to the approval of stockholders
owning a majority of our outstanding voting securities. See the caption
"Voting Securities and Principal Holders Thereof" herein. The Majority
Stockholders own 594,750 shares or approximately 54.8% of our outstanding
voting securities. No other votes are required or necessary to adopt these
amendments, and none are being solicited hereunder.
Section 16-10a-1003 of the Utah Law titled "Amendment by board of
directors and shareholders" provides that every amendment to the Articles of
Incorporation of a corporation shall first be adopted by resolution of the
Board of Directors and then be subject to the approval of persons owning a
majority of the securities entitled to vote on any such amendment. Section
16-10a-704 of the Utah Law provides that the Board of Directors, by unanimous
written consent, and persons owning the required majority of voting securities
necessary to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a formal
shareholder meeting by written consent.
The directors, executive officers and others comprising the Majority
Stockholders who have voted, in writing, to approve the resolutions to amend
our Articles of Incorporation to effect the various amendments outlined above
collectively own approximately 54.8% of our outstanding voting securities;
accordingly, this percentage being a majority, no additional votes are
required or necessary to adopt these amendments to our Articles of
Incorporation, and none are being solicited hereunder. See the
captions "Voting Securities and Principal Holders Thereof" and "Amendment to
the Articles of Incorporation and Vote Required for Approval," herein.
Effective Date of Amendment.
----------------------------
The effective date of these amendments will be on the later of the
opening of business on September 2, 2003, or 21 days from the mailing of this
Information Statement to our stockholders.
NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT HAVE CONSENTED TO THE ADOPTION
OF THESE AMENDMENTS TO OUR ARTICLES OF INCORPORATION OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS
UNDER UTAH LAW, AND HAVE DONE SO. NO FURTHER CONSENTS, VOTES OR
PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
July 29, 2003 James P. Doolin