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:
o
Preliminary
Information Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
x
Definitive
Information Statement
LIBERTY
ALLIANCE, INC.
_________________________________________________________
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
Reg.
§240.14c-101.
x
No
fee required.
o
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:
o
Fee
paid previously with preliminary materials.
o
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:
NOTICE
OF ACTION BY
WRITTEN
CONSENT OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
To our
Stockholders:
This
Information Statement is furnished by the board of directors of Liberty
Alliance, Inc., a Delaware corporation (the “Company”), to holders of record of
the Company’s common stock, $0.001 par value per share, at the close of business
on June 16, 2008, pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this
Information Statement is to inform the Company’s stockholders of certain actions
taken by the written consent of the holders of a majority of the Company’s
voting stock, dated as of June 6, 2008. This Information Statement shall be
considered the notice required under the Delaware General Corporation
Law.
The
action taken by the Company’s stockholders will not become effective until at
least 20 days after the initial mailing of this Information
Statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By order of the
board of directors
:
/s/
Henry T. Cochran
Henry
T. Cochran
LIBERTY
ALLIANCE, INC.
Room
B, Second Floor, M-10, Central (W.)
Shenzhen
High-Tech Park
Shenzhen
518057
People’s
Republic of China
INFORMATION
STATEMENT
Introductory
Statement
Liberty
Alliance, Inc. (the “Company”) is a Delaware corporation with its principal
executive offices located at Room B, Second Floor, M-10, Central (W.),
Shenzhen High-Tech Park, Shenzhen 518057, People’s Republic of China.
This Information Statement is being sent to the Company’s stockholders by the
board of directors to notify them about an action that the holders of a majority
of the Company’s outstanding common stock, which is the only voting capital
stock issued by the Company, have taken by written consent, in lieu of a special
meeting of the stockholders. The action was taken on June 6, 2008, and will
be effective approximately 20 days after the mailing of this Information
Statement.
On May
12, 2008, the Company, SinoHub Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of the Company (“Merger Sub”), SinoHub, Inc., a Delaware
corporation and Steven L. White, the majority stockholder of the Company (the
“Principal Stockholder”) entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Merger Sub agreed to merge with and into
SinoHub, with SinoHub continuing as the surviving corporation (the
"Merger").
On May
14, 2008, we completed the Merger and issued to the former stockholders of
SinoHub 64,015,000 shares of the Company’s common stock in exchange for all the
outstanding shares of SinoHub capital stock and the Company assumed options
exercisable for an additional 1,713,078 shares of its common stock. At the
closing, the Company also issued 1,785,000 shares of common stock to certain
consultants for services rendered in connection with the Merger (“Consultant
Shares”). Immediately following the Merger, the Company had
70,000,000 shares of common stock outstanding and options exercisable for an
additional 1,713,078 shares of common stock. The holders of common
stock of the Company prior to this Merger now hold approximately 6% of the
issued and outstanding shares of the Company’s common stock on a fully diluted
basis and the former SinoHub stockholders plus the holders of the Consultant
Shares now hold approximately 94% of the Company’s issued and outstanding shares
of common stock.
General
Information
This
Information Statement is being mailed on or about June 27, 2008 to all
stockholders of record of Liberty Alliance, Inc., Inc. as of June 15,
2008. It is being furnished in connection with the following actions,
which were approved by the unanimous consent of our board of directors and the
written consent of stockholders owning in excess of 51% of the outstanding
shares of the Company’s common stock:
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·
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the
amendment to Article I of the Company’s Certificate of Incorporation to
change the name of the Company from “Liberty Alliance, Inc.” to “SinoHub,
Inc.”; and
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·
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the
amendment of Article I of the Company’s Certificate of Incorporation to
effect a reverse stock split of the Company’s issued and outstanding
shares of common stock at the ratio of 1 share for every 3.5
shares.
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The board
of directors unanimously approved these actions on June 6, 2008, and
recommended to the stockholders that they approve the actions. The holders
owning in excess of 51% of the Company’s issued and outstanding common stock
(“Voting Stock”) approved these actions pursuant to an action by written consent
dated June 6, 2008.
The
record date established by the board of directors for purposes of determining
the number of outstanding shares of Voting Stock was June 6, 2008 (the
“Record Date”). As of the Record Date, there were 70,000,000 shares of
common stock issued and outstanding. The common stock constitutes the only
outstanding class of voting securities of the Company. Each share of common
stock entitles the holder to one (1) vote on all matters submitted to the
stockholders.
In order
to eliminate the costs and management time involved in holding a special meeting
and in order to effect the proposals as early as possible, the board of
directors voted to solicit the written consent of our stockholders owning a
majority of the Company’s Voting Stock.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
aforementioned actions will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about July 17, 2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Company’s
common stock held of record by such persons and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
APPROVAL REQUIREMENTS;
DELAWARE LAW
Section
242 of the Delaware General Corporation Law (the “DGCL”) provides that
amendments to the Company’s Certificate of Incorporation shall first be adopted
by the resolution of the board of directors and then be subject to the approval
of the holders of at least a majority of the shares of voting stock entitled to
vote on any such amendment. Section 228 of the DGCL provides that, unless
otherwise provided in the Company’s Certificate of Incorporation, any action
required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if consents in writing, setting forth the action to be
taken, are signed by stockholders 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 shares entitled to vote thereon were present and voted. The
Company’s Certificate of Incorporation does not prohibit the taking of actions
by written consent of the Company’s stockholders. In order to eliminate the
costs and management time involved in holding a special meeting and in order to
effect the actions described herein as early as possible in order to accomplish
the purposes as hereafter described, the Company’s board of directors obtained
the written consent to the aforementioned actions of the holders of a majority
of the Company’s Voting Stock.
PROPOSAL
NO. 1
CORPORATE
NAME CHANGE
On June
6, 2008, the board of directors of the Company approved an amendment, subject to
stockholder
approval, of the Company’s First Amended and Restated Certificate of
Incorporation to change the name of the Company from “Liberty Alliance, Inc.” to
“SinoHub, Inc.” On June 6, 2008, the holders of a majority of the Company’s
outstanding common stock approved the amendment.
Upon the
filing of a Certificate of Amendment of the First Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State, a form of
which is attached hereto as
Exhibit A
,
Article I of our First Amended and Restated Certificate of Incorporation
will read as follows:
“Article
I. NAME: The name of the Corporation is SinoHub, Inc.”
Reasons
for the Corporate Name Change
In the
judgment of our board of directors, the change of our corporate name is
desirable to reflect the change of control of Liberty Alliance occurring as a
result of the merger with SinoHub, Inc. which was consummated on May 14,
2008.
Stockholders
will not be required to exchange their outstanding stock certificates for new
stock certificates if the amendment to our certificate of incorporation is
adopted. In connection with our name change, our trading symbol “LBTI” on the
OTCBB and our CUSIP number will be changed. We will issue a press release and
file a Form 8-K when our trading symbol is changed.
PROPOSAL
NO. 2
REVERSE
STOCK SPLIT
On June
6, 2008, the board of directors of the Company approved an amendment, subject to
stockholder approval, to the Company’s First Amended and Restated Certificate of
Incorporation to effect a reverse stock split at the ratio of 1 share for every
3.5 shares. On June 6, 2008, holders of a majority of the Company’s outstanding
common stock approved the amendment. As a result, each 3.5 shares of common
stock held by a stockholder of the Company before the reverse stock split will
become one share of common stock effective upon the reverse split. No fractional
shares will be issued in connection with the reverse split and any fractional
share held by a stockholder as a result of the reverse split will be rounded up
to the next whole share after aggregating all fractional shares that otherwise
would be received by such holder. The total number of authorized shares of our
common stock will not be correspondingly reduced.
The
Company currently has authorized 100,000,000 shares of common stock, $.001 par
value, of which 70,000,000 shares of common stock are outstanding as of the
Record Date and 5,000,000 shares of preferred stock, $.001 par value, none of
which are outstanding. Pursuant to the reverse stock split, the 70,000,000
shares of common stock outstanding will automatically be converted into
20,000,000 shares of common stock
.
Reasons
for the Reverse Stock Split
Our
common stock is currently traded on the OTCBB under the symbol “LBTI.” The last
sale price of our common stock prior to the filing of this Information Statement
was $0.755 per share. Our primary objective in effecting the reverse split is to
attempt to raise the per share trading price of our common stock. Our board of
directors believes that the current price per share of our common stock
diminishes the effective marketability of such stock because of the reluctance
of many leading brokerage firms to recommend lower-priced stocks to their
clients. Additionally, the policies and practices of a number of brokerage
houses with respect to the payment of commissions based on stock price tend to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Our board of directors believes that the foregoing factors adversely
affect the price and liquidity of our common stock, and could also affect our
future ability to raise additional capital through a sale of equity
securities.
We are
hopeful that the decrease in the number of shares of common stock outstanding as
a consequence of the reverse split, and the anticipated corresponding increased
price per share, will stimulate interest in our common stock and promote greater
liquidity for our stockholders with respect to their shares. The possibility
does exist, however, that the liquidity and price of our common stock could be
adversely affected by the reduced number of shares that would be outstanding
after the reverse split.
We are also hopeful that
the reverse split will result in a price level for the shares that would
mitigate the current reluctance, policies, and practices on the part of
brokerage firms in dealing with our common stock and will diminish the adverse
impact of trading commissions on the potential market for our common stock.
While we intend that the reverse split will increase the bid price per share of
our common stock, there can be no assurance that the market price per share of
our common stock after the reverse split will increase in proportion to the
reduction in the number of old shares of our common stock outstanding before the
reverse split. There can be no guarantee that the reverse split will not
adversely impact the trading volume or market price of the common stock or,
alternatively, that any increased per share price of our common stock
immediately after the reverse split will be sustained for any period of time.
The reverse split is not intended to be an anti-takeover device. The approval of
this proposal is being sought generally to enhance the image of the Company and
to price our common stock in a price range more acceptable to the brokerage
community and to investors.
Odd
Lot Stockholders
Odd lot
stockholders are those stockholders who own less than a round lot, or 100 shares
(the “Odd Lot Stockholders”). The reverse split will have the effect of
increasing the number of the Company’s Odd Lot Stockholders, and such
stockholders may encounter difficulty in selling their odd lot of
shares or incur higher brokerage commissions associated with their
sale.
In
addition, Company intends to apply for listing on a national stock exchange in
the future. The listing requirements for the national stock exchanges generally
require that the Company maintains a certain number of round lot stockholders or
stockholders owning at least 100 shares of common stock. Therefore, In the
interest of obtaining as many round lot stockholders as possible, the Company
has authorized the issuance of up to an aggregate of up to approximately 20,942
shares of its common stock to all of its Odd Lot Stockholders. In consideration
for the issuance of additional shares to the Odd Lot Stockholders to increase
each of their stock ownership to one round lot, each Odd Lot Stockholder will be
required to enter into a lock-up agreement (the “Lock-Up Agreement”) in
substantially the form attached hereto as
Exhibit B
. The
Lock-Up Agreement will require such Odd Lot Stockholders to refrain from
transferring any shares of capital stock of the Company own by them at the time
of entry into the Lock-Up Agreement or acquired by them thereafter for a period
of one year from the date the reverse split is effected.
General
Effect of the Reverse Stock Split
After the
effective date of the reverse split, each stockholder will own a reduced number
of shares of our common stock as each 3.5 shares of common stock that a
stockholder owns before the reverse stock split will be combined and converted
into a single post-reverse split share. We estimate that, following the reverse
split, the Company will have approximately the same number of stockholders and,
except for any changes as a result of the rounding up of fractional shares to
the next whole shares and the issuance of up to approximately 20,942 shares of
common stock to achieve round lot status for the Odd Lot Stockholders, the
completion of the reverse split alone would not affect any stockholder’s
proportionate equity interest in the Company.
The
number of our authorized shares of common stock and preferred stock will not be
affected by the reverse split. Because the number of authorized shares of
capital stock will not be reduced, the reverse split increases our board of
directors’ ability to issue authorized and unissued shares without further
stockholder action. Such shares could be used for employee incentivization,
acquisitions, future equity financings, or any other proper corporate
purpose.
In the
event stockholders holding less than one round lot of shares elect not to enter
into the Lock-Up Agreement, they may incur higher transaction costs in selling
their shares. Typically, the transaction costs to stockholders selling less than
a round lot of shares are higher on a per share basis. Consequently, the reverse
stock split could increase the transaction costs to existing stockholders in the
event they wish to sell all or a portion of their shares.
The
following table shows the capital structure of the Company after giving effect
to the reverse split:
Post-Reverse
Stock Split Capitalization Table
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Pre-Reverse
Split
Common
Stock
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Post-Reverse
Split Common Stock
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Total
number of shares outstanding
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70,000,000
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20,000,000
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Reserved
for issuance upon exercise of stock options
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1,713,078
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489,451
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Total
number of shares issuable to Odd Lot Stockholders
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-
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20,942
(1)
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(1)
This
number is an estimate and may change subject to the number of shares of the
Company’s common stock held in street position.
Effect
on Existing Shares of Common Stock
The
reverse split affects all of our stockholders uniformly and does not affect any
stockholder’s percentage ownership interest in the Company, except to the extent
that any fractional share resulting from the reverse split will be rounded up to
the next whole share and the issuance of up to approximately 20,942 shares of
common stock that may be issued to achieve round lot status for the Odd Lot
Stockholders. Voting rights of the holders of our common stock have not been
affected by the reverse split. Stockholders will own a slightly lesser
percentage of the Company’s voting securities as a result of shares of common
stock issued to achieve round lot status of the Odd Lot
Stockholders.
Effect
on Outstanding Options
Following
the closing of the merger with SinoHub, Inc., we had outstanding under the
Company’s 2000 Stock Plan options to purchase 1,713,078 shares of our
stock at prices ranging from $0.0269 to $0.0538 per share. When the reverse
stock split is effected, all of these options will be adjusted so that the
number of shares issuable on the exercise of such outstanding options will be
decreased in proportion to the one-for-three and ½ reverse split, and the
exercise price per share under such outstanding options and warrants will be
proportionately increased. Specifically, outstanding options will be rounded
down to the nearest whole share and no cash payment will be made in respect of
any fractional share relating to the outstanding options. Following the reverse
split, there will be approximately 489,451 shares underlying outstanding options
under our Plan. The reverse stock split will not affect the expiration date of
the options.
Effect
on Preferred Stock
The
number of authorized shares of our preferred stock will not be affected by the
reverse split.
Effect
on Par Value
Effecting
the reverse split will not change the per share par value of our common stock or
preferred stock.
Effect
on Registration and Stock Trading
Our
common stock is currently registered under the Exchange Act, and we are subject
to the periodic reporting and other requirements of the Exchange Act. Effecting
the reverse split will not affect the registration of our common stock under the
Exchange Act.
After the
reverse split is implemented, our common stock will continue to be reported on
the OTCBB. In connection with the change in the Company’s name to SinoHub,
Inc.
our trading symbol “LBTI” on the OTCBB and our CUSIP
number will be changed. We will issue a press release and file a Form 8-K when
our trading symbol is changed.
Effective
Date
On the
effective date of the reverse split, shares of common stock issued and
outstanding will be combined and converted, automatically and without any action
on the part of the stockholders, into new shares of common stock.
Exchange
of Stock Certificates
As soon
as practicable after the effective date of the reverse split, our stock transfer
agent will mail a transmittal form to each holder of record of our common stock
that will be used in forwarding certificates for surrender and the exchange for
certificates representing the number of shares of our common stock the holder is
entitled to receive as a consequence of the reverse split. The transmittal form
will be accompanied by instructions specifying other details of the
exchange.
After
receipt of a transmittal form, each holder should surrender the certificates
formerly representing shares of our common stock and, in exchange, will receive
certificates representing the number of shares of common stock to which the
holder is entitled following the reverse split. No stockholder will be required
to pay a transfer or other fee to exchange his, her or its certificates.
Stockholders should not send in certificates until they receive a transmittal
form from our stock transfer agent. In addition, the stockholders who will hold
less than a round lot of shares after the reverse split will be required to
submit an executed Lock-Up Agreement in exchange for shares which will increase
such stockholders holding to one round lot, or 100 shares.
In
connection with the reverse split, our common stock will change its current
CUSIP number. This new CUSIP number will appear on any new stock certificates
issued representing shares of our post-reverse split common stock.
Notwithstanding
any of the foregoing, the reverse split shall be effective as of the filing of
the amendment to the certificate of incorporation regardless of whether you
surrender the certificate or certificates representing your shares and the
Company’s books and records immediately following the effective time of the
amendment to the certificate of incorporation shall reflect the total number of
shares held by you as of the effective time of the amendment to the certificate
of incorporation.
Fractional
Shares
No
fractional shares of common stock will be issued as a result of the reverse
split. Instead, stockholders who otherwise would be entitled to receive a
fractional share because they hold a number of shares not evenly divisible will
receive such additional fraction of a share as is necessary to increase the
fractional share to a full share, as permitted under Delaware law.
No
Appraisal Rights
Under the
Delaware General Corporation Law, stockholders will not be entitled to exercise
appraisal rights in connection with the reverse split, and the Company will not
independently provide stockholders with any such right.
Accounting
Consequences
The only effects of
implementing the reverse split and the issuance of up to approximately 20,942
shares of common stock that may be issued to achieve the round lot status of the
Odd Lot Stockholders on our consolidated financial statements will be a
reclassification of the capital accounts on our balance sheet, a recalculation
of profit/loss per share and weighted average shares outstanding as if the
reverse split had occurred on the first day of each period
presented.
Federal
Income Tax Consequences
The
following is a summary of material federal income tax consequences of the
reverse split. The following discussion is based on current federal tax law, and
does not purport to be a complete discussion of relevant tax consequences.
STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE DETAILED
INFORMATION REGARDING THE EFFECTS OF THE REVERSE SPLIT ON THEIR INDIVIDUAL TAX
STATUS.
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The
reverse split will not be a taxable transaction to the
Company.
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A
stockholder will not recognize any gain or loss as a result of the reverse
split. Except for the stockholders who receive additional
shares to increase their holding to one round lot as consideration for
entering into the lock-up agreement. Such additional shares
will give rise to ordinary income subject to tax in the amount of the
value of the shares issued.
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The
aggregate tax basis of a stockholder’s post-reverse split common stock
will equal the aggregate tax basis of the stockholder’s shares of
pre-reverse split common stock. The holding period of the post-reverse
split common stock generally will include the holding period of the
stockholder’s pre-reverse split common stock, provided the pre-reverse
split shares of common stock were capital assets in the hands of such
stockholder.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of May 9, 2008 with respect to
the beneficial ownership of shares of the Company's common stock by (i) each
person known to us who owns beneficially more than 5% of the outstanding shares
of the Company's common stock, (ii) each of our Directors, (iii) each of our
Executive Officers and (iv) all of our Executive Officers and Directors as a
group. Unless otherwise indicated, each stockholder has sole voting and
investment power with respect to the shares shown. As of May 9, 2008, there were
70,000,000 shares of the Company's common stock issued and
outstanding.
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Common
Stock
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Name
of Beneficial Owner
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#
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%
(1)
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Officers
and Directors
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Henry
T. Cochran
(2)
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15,115,397
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(3)
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21.6
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Lei
Xia
(2)
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10,783,433
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(4)
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15.4
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De
Hai Li
(2)
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3,862,514
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(5)
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5.5
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Zan
Wang
(2)
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3,160,661
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4.5
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Steven
L. White
386
North 210 East
Mapleton,
UT 84664
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686,325
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*
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All
Officers and Directors as a Group (5 persons)
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33,608,330
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48.0
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5%
Holders
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Jan Rejbo
Kommendoersgatan
26 11448
Stockholm
Sweden
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15,683,234
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22.4
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Xian Qiu Li
Building
J, Apt. 203,
NanShan
District, Shenzhen, PRC
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5,744,967
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8.2
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_____________
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*less
than one percent
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(1)
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The
percentage of Common Stock is calculated based upon 70,000,000 shares
issued and outstanding.
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(2)
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The
business address for these individuals is Room B, Second Floor, M-10,
Central (W.), Shenzhen High-Tech Park, Shenzhen 518057, People’s Republic
of China.
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(3)
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Includes
1,691,883 shares of Common Stock owned by his wife Linda M.
Hetue.
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(4)
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Includes
2,231,055 shares of Common Stock owned by his wife Christine
Cui.
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(5)
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Includes
743,685 shares of Common Stock owned by his wife Wang Hai Rong and 144,089
shares issuable pursuant to an outstanding stock option within 60 days
after June 9, 2008.
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Where
You Can Find More Information About the Company
The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that the Company
files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
MISCELLANEOUS
If you
have any questions about this Information Statement you should contact the
Company at:
Room B,
Second Floor, M-10, Central (W.)
Shenzhen
High-Tech Park
Shenzhen
518057
People’s
Republic of China
(Address
of Principal Executive Offices)
(86 755
26012223)
We have
not authorized anyone to provide you with information that is different from
what is contained in this Information Statement. This Information
Statement is dated June 23, 2008.
You
should not assume that the information contained in this Information Statement
is accurate as of any date other than that date (or as of an earlier date if so
indicated in this Information Statement).
CONCLUSION
As a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the amendments to the Company's
Certificate of Incorporation. Your consent to the amendments to the Company's
Certificate of Incorporation is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our stockholders information required by the rules and regulations of the
Securities Exchange Act of 1934.
By Order
of the Board of Directors:
/s/
Henry T. Cochran
Henry T.
Cochran
Chairman
of the Board
Exhibit
A
CERTIFICATE
OF AMENDMENT
OF
THE
FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LIBERTY
ALLIANCE, INC.
a
Delaware corporation
Liberty
Alliance, Inc. (the “Corporation”), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
“DGCL”) does hereby certify:
FIRST:
Effective as
of 5:00 p.m. (EST) on the date of filing of the Certificate of Amendment (such
time on such date, the “Effective Time”) with the Secretary of State of the
State of Delaware pursuant to the DGCL, each 3.5 shares of the Corporation’s
common stock, par value $.001 per share, issued and outstanding immediately
prior to the Effective Time (the “Old Common Stock”), shall automatically,
without further action on the part of the holder of any Old Common Stock, be
reclassified, converted, combined and changed into one fully paid and
nonassessable share of common stock, par value $.001 per share (the “New Common
Stock”), subject to the treatment of fractional share interests as described
below (the “Reverse Stock Split”). The conversion of the Old Common
Stock into the New Common Stock shall be deemed to occur at the Effective
Time. From and after the Effective Time, each certificate that
represented shares of Old Common Stock shall represent, after the date of filing
of this Certificate of Amendment, the number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate were
reclassified and converted into hereby. Each person holding of record
a certificate or certificates that represented shares of Old Common Stock shall
receive, upon surrender of said certificate or certificates, a new certificate
or certificates, as the case may be, evidencing and representing the number of
shares of New Common Stock to which such person is entitled pursuant to this
Certificate of Amendment. No cash will be paid or distributed as a
result of the Reverse Stock Split of the Corporation’s Old Common Stock, and no
fractional shares of New Common Stock will be issued. In lieu
thereof, fractional shares that the Corporation might otherwise be required to
issued to a holder of record as a result of the Reverse Stock Split, will be
rounded up to the nearest whole share.
SECOND
: Article I
of the First Amended and Restated Certificate of Incorporation of the
Corporation is amended and restated in its entirety as set forth
below:
ARTICLE
I
NAME
The name
of the Corporation is SinoHub, Inc.
THIRD
: The
Amendment was duly adopted and approved in accordance with the provisions of
Section 242 of the DGCL.
IN WITNESS WHEREOF
, said
corporation has caused this certificate to be signed this ___ day of June,
2008.
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By
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Henry T.
Cochran
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Chief Executive
Officer
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Exhibit
B
LOCK-UP
AGREEMENT
As
an inducement to Liberty Alliance, Inc., a Delaware corporation (the “Company”),
to issue a number of shares of the Company common stock to increase the
undersigned stockholder’s holding to one round lot, or 100 shares, after the 1
for 3.5 reverse stock split effected on June __, 2008 (the “Effective Date”),
the undersigned stockholder hereby agrees that from the Effective Date for a
period of one year,(the “
Lock-up Period
”) the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly (a “
Transfer
”), any shares of
capital stock of the Company issued to the undersigned in respect of shares of
the Company now owned or hereafter acquired by the undersigned, including any
securities convertible into or exchangeable or exercisable for any shares of
capital stock of the Company (the “Securities”), or enter into a transaction
which would have the same effect, or publicly disclose the intention to make any
such offer, sale, pledge or disposal.
Any Securities received upon exercise
of options granted to the undersigned will also be subject to this
Agreement. A transfer of Securities to a family member or trust may
be made, provided the transferee agrees to be bound in writing by the terms of
this Agreement. Upon the execution of the Agreement, there shall be
imprinted or otherwise placed, on certificates representing the Securities the
following restrictive legend:
THE SALE
OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
TERMS AND CONDITONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND
CERTAIN HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.
In
furtherance of the foregoing, the Company and its transfer agent and registrar
are hereby authorized to decline to make any transfer of shares of Securities if
such transfer would constitute a violation or breach of this
Agreement.
This
Lock-up Agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned.
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