This Information Statement is being mailed or furnished to the
stockholders of Solarflex Corp., a Delaware corporation (the “Company”), in
connection with the authorization of the corporate actions described below by the
Company’s Board of Directors by unanimous written consent and the approval of such
corporate actions by the written consent, dated September 20, 2013, of those stockholders
of the Company entitled to vote a majority of the aggregate shares of the Company’s
Common Stock outstanding on such date (the "Joint Consent"). Stockholders
holding in the aggregate 7,200,000 shares of Common Stock or 53.33% of the Common Stock
outstanding on such date, approved the corporate actions described below. Accordingly, all
necessary corporate approvals in connection with the matters referred to herein have been
obtained and this Information Statement is furnished solely for the purpose of informing
the stockholders of the Company, in the manner required under the Securities Exchange Act
of 1934(the “Exchange Act”), of this corporate actions set forth herein, prior
to such actions takingeffect.
This Information Statement is first being mailed or furnished to the stockholders of the
Company on or about October __, 2013, and the transaction described herein shall become
effective at such future date as determined by the Board of Directors, as evidenced by the
filing of the Amendment with the Secretary of State of the State of Delaware, but in no
event earlier than the 20th day after this Information Statement is mailed or furnished to
the stockholders of record as of the Record Dated, September 20, 2013.
This Information Statement is first being mailed or furnished to
stockholders on or about October __, 2013. The Company will pay all costs associated with
the distribution of this Information Statement, including the costs of printing and
mailing. The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of the Common Stock.
Pursuant to Section 228 of the Delaware General Corporation Law (the
“DGCL”), unless otherwise provided in the Certificate of Incorporation, any
corporate action required to be taken at a meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by members having not less than the
minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all members having a right to vote thereon were present and voted. In
order to eliminate the costs and management time involved in holding a special meeting,
our Board of Directors voted to utilize and obtained the written consent of the holders of
a majority in interest of our Common Stock. As of September 20, 2013, there were
13,500,000 shares of Common Stock of the Company issued and outstanding. Stockholders
holding in the aggregate 7,200,000 shares of Common Stock or 53.33% of the Common Stock
outstanding on such date, approved the Stock Split and the filing of the Certificate of
Amendment.
The Board of Directors of the Company knows of no other matters other than
that described in this Information Statement which have been recently approved or
considered by the holders of the Common Stock.
Under the DGCL, our Stockholders are not entitled to dissenter’s
rights in connection with any action proposed in this Information Statement.
The Stock Split will become effective immediately upon the filing of the
amendment to our Certificate of Incorporation with the Office of the Secretary of State of
Delaware. A copy of the amendment is attached hereto as Appendix B. The filing with the
Secretary of State of Delaware will be made at least 20 days after the date this
Information Statement is first mailed to the Company’s stockholders.
No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the Stock Split that is not shared by all other Stockholders of
ours.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of our Common Stock as of September 20, 2013 (i) by each person who is known by us to
beneficially own more than 5% of our Common Stock; (ii) by each of our officers and
directors; and (iii) by all of our officers and directors as a group. Unless otherwise
stated, the address of all persons in the table is c/o Solarflex Corp., 40 Wall Street,
28th Floor, New York, NY 10005.
As of September 20, 2013, an aggregate of 13,500,000 shares of our Common
Stock, par value $0.0001 per share, were outstanding, which shares were held by a total of
50 beneficial holders.
|
Name of Beneficial Owner
|
|
Common Stock Beneficially Owned (1)
|
|
Percentage of Common Stock Owned (1)
|
|
Sergei
Rogov, CEO and Director
|
|
1,200,000
|
|
8.89%
|
|
|
|
|
|
|
|
International
Executive Consulting, SPRL
|
|
6,000,000
|
|
46.15%
|
|
|
|
|
|
|
|
Total Officers and Directors
(1 person)
|
|
7,200,000
|
|
53.33%
|
(1)
Applicable percentage ownership is based on 13,500,000 shares of Common Stock outstanding
as of September 20, 2013. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or
exercisable within 60 days of September 20, 2013 are deemed to be beneficially owned by
the person holding such securities for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
ACTIONS BY BOARD OF DIRECTORS AND CONSENTING
STOCKHOLDERS
ACTION I
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON
STOCK AND AUTHORIZE SHARES OF PREFRRED STOCK
The Board and the Consenting stockholders have adopted and approved an
Amendment to increase the number of our authorized shares of Common Stock from 500,000,000
to 1,980,000,000 shares and to authorize 20,000,000 shares of Preferred Stock. The Common
Stock and the newly authorized Preferred Stock is sometimes referred to as the
"Authorized Capital Stock." The Authorized Capital Stock of the Corporation
shall therefore be two billion shares (2,000,000,000 shares), of which one billion nine
hundred and eighty million (1,980,000,000) shares shall be shares of Common Stock and
twenty million (20,000,000) shares shall be Preferred Stock, which may be issued in one or
more series. The Board of Directors of the Corporation is authorized to fix the powers,
preferences, rights, qualifications, limitations or restrictions of the Preferred Stock
and any series thereof pursuant to Section 151 of the Delaware General Corporation Law.
The Joint Consent of the Board of Directors and Consenting Stockholders
approving the amendment to the Certificate of Incorporation is attached hereto as Exhibit
A.
The rights and privileges terms of the additional authorized shares of
Common Stock will be identical to those of the currently outstanding shares of Common
Stock. However, because the holders of Common Stock do not have preemptive rights to
purchase or subscribe for any new issuances of Common Stock, the authorization and
subsequent potential issuance of additional shares of Common Stock will reduce the current
stockholders’ percentage ownership interest in the total outstanding shares of Common
Stock. This Amendment and the creation of additional shares of authorized Common Stock
will not alter current stockholders’ relative rights and limitations.
The Articles of Amendment to the Company's Certificate of Incorporation
that reflects the increase in the authorized Common Stock is attached hereto as Exhibit B.
The increase in Authorized Capital will become effective upon the filing of the Articles
of Amendment with the Secretary of State of the State of Delaware, which is expected to
occur as soon as is reasonably practicable on or after the twentieth (20th) day following
the mailing of this Information Statement to the Company's stockholders.
Reason for Increase in Authorized Capital
In order to facilitate our ability to raise capital in furtherance of
our business plan, we may be expected to issue additional shares of our Common Stock.
Notwithstanding the foregoing, we have no present plans, nor have we entered into any
agreements or understandings, that may require the issuance of any of the additional
Authorized Capital Stock, either Common or Preferred, However, after implementation of the
forward Stock Split of a ten-for-one (10:1) basis, we will have 135,000,000 shares of
Common Stock outstanding and will only have 365,000,000 shares of Common Stock available
for issuance for any potential business purposes which we believe may not be sufficient to
accommodate potential future issuance for proper business purposes. As a result, our Board
of Directors together with our Consenting Stockholders have determined that it is in the
best interests of the Company and all our stockholders to have available additional
authorized but unissued shares of Common Stock and therefore need to increase the number
of shares of authorized shares of our Common Stock. , As a result of the increase in
authorized Common Stock, the Company will be able to issue shares from time to time as may
be required for proper business purposes, such as raising additional capital for ongoing
operations, establishing strategic relationships with corporate partners, acquiring or
investing in complementary businesses or products, providing equity incentives to
employees, and effecting stock splits or stock dividends. The Company issued a significant
number of additional shares of Common Stock in connection with its acquisition of
equipment to further its business plan as disclosed in the Company's Form 8-K filed with
the SEC on June 6, 2013.
Effects of Increase in Authorized Capital Stock
In general, the issuance of any new shares of Common Stock will cause
immediate dilution to the Company’s existing stockholders. Further, while such future
issuances could also theoretically affect the amount of any dividends paid to such
stockholders and reduce the share of the proceeds of the Company that they would receive
upon liquidation of the Company, the Company's present financial condition would preclude
the payment of any cash dividends or permit any distribution of proceeds in the event of
any liquidation. Another effect of increasing the Company’s authorized Common Stock
may be to enable the Board of Directors to render it more difficult to, or discourage an
attempt to, obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise, and thereby protect the continuity of present management. The Board
of Directors would, unless prohibited by applicable law, have additional shares of Common
Stock available to effect transactions (such as private placements) in which the number of
the Company's outstanding shares would be increased and would thereby dilute the interest
of any party attempting to gain control of the Company, even if such party is offering a
significant premium over the current market price of the Common Stock. Such an issuance of
shares of Common Stock would increase the number of outstanding shares, thereby possibly
diluting the interest of a party attempting to obtain control of the Company. The Board of
Directors is not aware of any attempt, or contemplated attempt, to acquire control of the
Company, and this resolution was not presented with the intent that the increase in the
Company's authorized Common Stock be utilized as an anti-takeover measure.
The new shares of Preferred Stock that will be authorized by the
amendment may be issued in one or mare classes or series, having such designations,
preferences, privileges and rights as the board of directors may determine.
Although authorization of Preferred Stock is not intended to have any
anti-takeover effect and is not part of any series of anti-takeover measures contained in
any instruments or the Certificate of Incorporation, as amended, or the Bylaws of the
Company in effect on the date of this Information Statement, the Company's stockholders
should note that the availability of authorized and unissued shares Preferred Stock could
make any attempt to gain control of the Company or the Board more difficult or time
consuming and that the availability of additional authorized and unissued Authorized
Capital might make it more difficult to remove management. Although the Board currently
has no intention of doing so, shares of Preferred could be issued by the Board to dilute
the percentage of voting rights owned by a significant stockholder and increase the cost
of, or the number of, voting shares necessary to acquire control of the Board. Further,
while the Board of Directors has no plan to issue any shares of Preferred Stock, it does
believe that having available shares of Preferred Stock for issuance in the future in
connection with any proper business purpose will result the a better capital structure to
grow our business.
The increase in the number of the Company’s Authorized Capital
Stock from 500,000,000 shares to 2,000,000,000 shares by means of an amendment to the
Company’s Certificate of Incorporation was approved by Joint Consent of the Board of
Directors and Consenting Stockholders.
ACTION II
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECTUATE A TEN-FOR-ONE FORWARD
SPLIT OF OUR ISSUED AND OUTSTANDING COMMON STOCK.
By Joint Consent dated September 20, 2013, the Board of
Directors adopted a resolution approving a Stock Split of the Company’s Common Stock
on the basis of ten shares for every one outstanding share, so that every one outstanding
share of Common Stock before the Stock Split shall represent ten shares of Common Stock
after the Stock Split. The Joint Consent is attached hereto as Exhibit A.
The Board of Directors of the Company knows of no other
matters other than that described in this Information Statement which have been recently
approved or considered by the holders of the Common Stock.
By Joint Consent of the Board of Directors and Majority
Stockholders approved the Stock Split which shall be implemented by means of an amendment
to the Company’s Certificate of Incorporation.
Purpose of the Forward Stock Split
The Company’s Board of Directors has determined that
it is in our best interest to implement a forward Stock Split, which will result in the
following: for every one outstanding share of Common Stock before the Stock Split shall
represent and be the equivalent of ten shares of Common Stock after the Stock Split. The
Board of Directors believes that the Company’s stockholders would benefit from
greater liquidity in the Company’s Common Stock, that the Common Stock is too
expensive for many investors and that a forward stock split of the Common Stock will allow
the Common Stock to trade in a less expensive price range. Consequently, the Board of
Directors has recommended that we effect the Stock Split.
Notwithstanding the foregoing, the historic trading market
for the Company's shares has been very limited to date, with only sporadic trading in
limited numbers of shares from time to time at a price of from $1.00 to $2.30 per share.
On October 8, 2013, the date we filed a Form 8-A obligating the Company to file all
reports under the Exchange act, including Information Statements and Proxy Statements
pursuant to Section 14A and 14C of the Exchange Act, 5,100 shares of our Common Stock
traded from a high of $12.00 to a low of $3.29, which was the closing price. There can be
no assurance that the increase in outstanding shares as a result of the Forward Split will
result in any corresponding reduction in the market price of our shares, whether on a
ten-fold basis or otherwise. Therefore, there can be no assurance with an increase in
liquidity will result or that any increase will be sustained.
Nevertheless, the Board of Directors believes that the
implementation of the forward Split together with the growth of our business as a result
of its asset purchase agreement, disclosed in the Company's reports on Form 8-K filed with
the SEC on May 20 and June 6, 2013, should enhance our ability to raise capital through
the sale of our securities, involving either convertible debt or equity, thereby improving
liquidity in the trading market for our shares of Common Stock.
Principal Effects of the Stock Split
On the effective date of the Stock Split, each one share of
our Common Stock issued and outstanding immediately prior to the Stock Split effective
date (the “Old Shares”) will automatically and without any action on the part of
the stockholders be converted into ten shares of our Common Stock (the “New
Shares”). In the following discussion, we provide examples of the effects of a
ten-for-one forward stock split.
Corporate Matters
The Stock Split would have the following effects on the
number of shares of Common Stock outstanding:
- in a ten-for-one (10:1) forward Stock Split, every one of
our Old Shares owned by a stockholder would be exchanged for ten New Shares; and
- the number of shares of our Common Stock issued and outstanding will be increased from
13,500,000 shares to 135,000,000 shares.
The Stock Split will be effected simultaneously for all of
our outstanding Common Stock and the exchange ratio will be the same for all of our
outstanding Common Stock. The Stock Split will affect all of our stockholders uniformly
and will not affect any stockholder’s percentage ownership interest in the Company.
Common Stock issued pursuant to the Stock Split will remain fully paid and non-assessable.
We will continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended.
Effect on Market Price of our Common Stock
The market price of the Common Stock may fall
proportionally, on a ten-fold basis, to the increase in the number of shares outstanding
as a result of the Stock Split. However, stockholders should note that the effect of the
Stock Split upon the market price for our Common Stock cannot be accurately predicted.
Furthermore, there can be no assurance that the market price of our Common Stock
immediately after the Stock Split will be maintained for any period of time. Moreover,
because some investors may view the Stock Split negatively, there can be no assurance that
the Stock Split will not adversely impact the market price of our Common Stock or,
alternatively, that the market price following the Stock Split will either exceed or
remain in excess of the current market price.
Following the Stock Split and the increase in Authorized
Capital, the number of shares of the Company's Authorized Capital will be as follows:
|
|
Common Stock
Outstanding
|
Authorized
Common Stock
|
Preferred
Stock Outstanding
|
Authorized
Preferred Stock
|
|
Pre Forward Split
|
500,000,000
|
500,000,000
|
0
|
0
|
|
10 for 1
|
2,000,000,000
|
1,980,000,000
|
0
|
20,000,000
|
Authorized Capital Stock
The Company is presently authorized under its Certificate
of Incorporation to issue 500,000,000 shares of Common Stock. Upon effectiveness of the
Stock Split, and in accordance with Action I as described above, the number of authorized
shares of Common Stock will be 1,980,000,000, although the number of shares of Common
Stock issued and outstanding will increase from 13,500,000 to 135,000,000. The issuance in
the future of additional shares of the our Common Stock may have the effect of diluting
the earnings per share and book value per share, as well as the stock ownership and voting
rights of the currently outstanding shares of our Common Stock. Authorized but unissued
shares will be available for issuance, and we may issue such shares in future financings
or otherwise. If we issue additional shares of Common Stock, the ownership interest of
holders of our Common Stock would be diluted.
Accounting Matters
The Stock Split will not affect the par value of our Common
Stock. As a result, on the effective date of the Stock Split, the stated capital on our
balance sheet attributable to our Common Stock will be increased in proportion to the
Stock Split ratio (that is, in a ten-for-one Stock Split, the stated capital attributable
to our Common Stock will be increased to ten times the number of its existing amount) and
the additional paid-in capital account shall be credited with the amount by which the
stated capital is increased. The per share net income or loss and net book value of our
Common Stock will also be decreased because there will be more shares of our Common Stock
outstanding.
Procedure for Effecting a Forward Stock Split and
Exchange of Stock Certificates
The Stock Split will be accomplished by amending the
Company’s Certificate of Incorporation to include a revised Article IV immediately
below substantially in the following form:
“The Corporation shall be authorized to issue two
billion (2,000,000,000) shares of capital stock, of which one billion nine hundred and
eighty million (1,980,000,000) shares shall be shares of Common Stock, par value $0.0001
per share (“Common Stock”) and twenty million (20,000,000) shares shall be
shares of preferred stock, par value of $0.0001 per share, which may be issued in one or
more series (“Preferred Stock”). The Board of Directors of the Corporation is
authorized to fix the powers, preferences, rights, qualifications, limitations or
restrictions of the Preferred Stock and any series thereof pursuant to Section 151 of the
Delaware General Corporation Law; and the 13,500,000 shares of Common Stock that are
issued and outstanding shall be subject to a forward split on a ten-for-one (10:1)
basis."
A copy of the Certificate of Amendment of the Certificate
of Incorporation of the Company is attached hereto as Exhibit B.
The Stock Split will become effective at such future date
as determined by the Board of Directors, as evidenced by the filing of the Amendment with
the Secretary of State of the State of Delaware (which we refer to as the “Effective
Time”), but in no event earlier than the 20th calendar day following the mailing of
this Information Statement. Beginning at the Effective Time, each certificate representing
Old Shares will be deemed for all corporate purposes to evidence ownership of New Shares.
As soon as practicable after the Effective Time,
stockholders will be notified that the Stock Split has been effected. The Company expects
that its transfer agent, VStock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst NY,
11516, will act as exchange agent for purposes of implementing the exchange of stock
certificates. Holders of Old Shares will be asked to surrender to the exchange agent
certificates representing Old Shares in exchange for certificates representing New Shares
in accordance with the procedures to be set forth in the letter of transmittal the Company
sends to its stockholders. No new certificates will be issued to any stockholder until
such stockholder has surrendered such stockholder’s outstanding certificate(s),
together with the properly completed and executed letter of transmittal, to the exchange
agent. Any Old Shares submitted for transfer, whether pursuant to a sale, other
disposition or otherwise, will automatically be exchanged for New Shares. Transfer Agent
may charge a fee for each certificate issued representing New Shares, which cost shall be
borne by the stockholder.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT
SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Material U.S. Federal Income Tax Consequences of the Stock Split
The following discussion is a general summary of the material U.S. federal
income tax consequences of the Stock Split to a current stockholder of the Company that is
a “United States person,” as defined in the Internal Revenue Code of 1986, as
amended (the “Code”) (sometimes referred to herein as a “U.S.
stockholder”), and who holds Common Stock of the Company as a “capital
asset,” as defined in Section 1221 of the Code. This discussion does not purport to
be a complete analysis of all of the potential tax effects of the Stock Split. Tax
considerations applicable to a particular stockholder will depend on that
stockholder’s individual circumstances. The discussion does not address the tax
consequences that may be relevant to particular categories of stockholders subject to
special treatment under certain U.S. federal income tax laws (such as dealers in
securities or currencies, banks, insurance companies, tax-exempt organizations, financial
institutions, broker-dealers, regulated investment companies, real estate investment
companies, real estate mortgage investment conduits and foreign individuals and entities).
The discussion also does not address any tax consequences arising under U.S. federal
non-income tax laws, such as gift or estate tax laws, or the laws of any state, local or
foreign jurisdiction. In addition, the discussion does not consider the tax treatment of
partnerships or other pass-through entities or persons who hold our shares through such
entities.
The following discussion is based upon the Code, U.S. Treasury Department
regulations promulgated thereunder, published rulings of the Internal Revenue Service (the
“IRS”) and judicial decisions now in effect, all of which are subject to change
or to varying interpretation at any time. Any such changes or varying interpretations may
also be applied retroactively. The following discussion has no binding effect on the IRS
or the courts.
No gain or loss should be recognized by a U.S. stockholder upon such
stockholder’s deemed exchange of Old Shares for New Shares pursuant to the Stock
Split. The aggregate tax basis of the New Shares received in the Stock Split should be the
same as such stockholder’s aggregate tax basis in the Old Shares being exchanged, and
the holding period of the New Shares should include the holding period of such stockholder
in the Old Shares.
We can give no assurance that the tax treatment described herein will
remain unchanged. No ruling has been requested from the IRS with respect to the
anticipated tax treatment of the Stock Split, and we will not seek either such a ruling or
an opinion of counsel with respect to the anticipated tax treatment. If any tax
consequences or facts prove not to be as anticipated and described herein, the result
could be increased taxation at the stockholder level.
Because of the complexity of the tax laws and because the tax consequences
to the Company or to any particular stockholder may be affected by matters not discussed
herein, stockholders are urged to consult their own tax advisors as to the specific tax
consequences to them in connection with the Stock Split, including tax reporting
requirements, the applicability and effect of foreign, U.S. federal, state, local and
other applicable tax laws and the effect of any proposed changes in the tax laws.
ADDITIONAL INFORMATION
The Company is subject to the filing requirements of the Exchange Act, and in
accordance therewith files reports, proxy/information statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act
Filings”) with the SEC. Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained at the Commission at
100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F Street, NE
Washington, D.C 20549, at prescribed rates. The Commission maintains a web site on the
Internet (www.sec.gov) that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
By order of the Board of Directors of
SOLARFLEX CORP.
40 Wall Street, 28th Floor
New York, NY 10005
(212) 400-7198
October __, 2013
By: /s/
Sergei Rogov
,
Sergei Rogov
, Chief
Executive Officer and Chairman