SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
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x
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
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o
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Definitive
Information Statement
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ADSERO
CORP.
(Name
of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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(1) Title
of
each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of
transaction:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing 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.
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(1)
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Form,
Schedule or Registration Statement
No.:
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ADSERO
CORP.
2101
Nobel Street
St.
Julie, Quebec, J3E 1Z8
INFORMATION
STATEMENT
August
__, 2007
This
Information Statement is being furnished to stockholders of Adsero Corp., a
Delaware corporation (the “Company”), to advise them of corporate action
approved without a meeting by less than unanimous written consent of
stockholders. This action is the adoption of an amendment to the Company’s
Certificate of Incorporation (the “Charter Amendment”) to effect a 50:1 reverse
stock split (the “Reverse Stock Split”).
Our
Board
of Directors fixed the close of business on July 10, 2007 as the record date
for
the determination of stockholders entitled to vote on the proposal as described
above. On July 10, 2007 there were 60,133,286 shares of our common stock issued,
and outstanding. Each of the proposed actions requires the affirmative vote
of a
majority of the outstanding shares of common stock entitled to vote thereon.
Each share of common stock is entitled to one vote on each
proposal.
Our
Board
of Directors, by written consent on July 10, 2007, has approved, and
stockholders holding 31,796,409 (approximately 53.0%) of our outstanding voting
shares on July 10, 2007, have consented in writing to the Charter Amendment.
Accordingly, all corporate actions necessary to authorize the Charter Amendment
have been taken. In accordance with the regulations under the Securities
Exchange Act of 1934, the authorization to effect the aforesaid actions by
the
Board of Directors and the stockholders will not become effective until 20
days
after we have mailed this Information Statement to our stockholders of record
as
at July 10, 2007. Promptly following the expiration of this 20-day period,
we
intend to file an amendment to our Certificate of Incorporation with the
Delaware Secretary of State to effect the Charter Amendment. The Reverse Stock
Split will become effective at the close of business on the date of the filing
of the Charter Amendment.
Our
executive offices are located at 2101 Nobel Street, St. Julie, Quebec, J3E
1Z8.
PLEASE
BE
ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR
A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement is first being sent or given to the holders of our
outstanding common stock and other voting stock on or about August __, 2007.
Each holder of record of shares of our common stock and other voting stock
at
the close of business on July 10, 2007 is entitled to receive a copy of this
Information Statement.
Amendment
of Certificate of Incorporation
Our
board
of directors and stockholders holding a majority of our outstanding common
shares have approved an amendment to our Certificate of Incorporation to effect
a 50:1 reverse stock split. The form of the Certificate of Amendment to the
Certificate of Incorporation is attached hereto as Appendix A.
Due
to
the restructuring of our Company, we believe that the Reverse Stock Split is
necessary to among other things, increase the attractiveness of the Company
to
prospective officers and directors, and to potential merger or acquisition
partners. The Reverse Stock Split will provide us with needed stock to enable
us
to complete such acquisition transactions or raise capital through future sales
of our stock.
No
Dissenters' Rights
Under
the
Delaware General Corporation Law, our Certificate of Incorporation and our
By-Laws, holders of our voting securities are not entitled to dissenters' rights
with respect to any of the amendments to our Certificate of
Incorporation.
Reverse
Stock Split
Our
board
of directors and stockholders holding a majority of out outstanding common
shares have approved the effectuation of a 50:1 reverse stock split which will
be reflected in the amendment to our Certificate of Incorporation. Pursuant
thereto, on the effective date of the Reverse Split (the “Effective Date”),
every 50 shares of our issued and outstanding common stock will become one
issued and outstanding share of common stock. The Effective Date will be the
date of filing of the amendment to our Certificate of Incorporation. The Reverse
Split will take effect immediately following the close of business on the
Effective Date.
Stock
Certificates
The
Reverse Split will occur on the Effective Date without any further action on
the
part of stockholders of the Company and without regard to the date or dates
on
which certificates representing shares of existing common stock are actually
surrendered by each holder thereof for certificates representing the number
of
shares of the new common stock which each such stockholder is entitled to
receive as a consequence of the Reverse Split. After the close of business
on
the Effective Date of the Reverse Split, each share of existing common stock
will be deemed to represent 1/50 of a share of new common stock.
Fractional
Shares
No
fractional shares of new common stock will be issued and, in lieu thereof,
stockholders holding a number of shares of existing common shares not evenly
divisible by 50, upon surrender of their old certificates, will receive a full
additional share of new common stock in lieu of a fractional
share
of
new common stock. Such issuance will not be made until all of a stockholder’s
certificates of existing common stock are presented to the Company.
Exchange
of Stock Certificates
To
receive a certificate for new common stock including a full additional share
in
lieu of a fractional share, each
stockholder of record at the close of business on the Effective Date must
surrender all of their certificates representing shares of existing common
stock
(“Old Certificates”) to the Company for exchange or transfer. No new
certificates will be issued to a stockholder until such stockholder has
surrendered all Old Certificates to the Company.
Upon
return to the Company of all of a stockholder's Old Certificates, that
stockholder will receive a new certificate or certificates representing the
number of whole shares of new common stock into which the shares of common
stock
represented by the old certificates are being converted as a result of the
Reverse Split plus, if applicable, one additional share of new common stock
in
lieu of a fractional share. Until surrendered to the Company, Old Certificates
retained by stockholders will be deemed for all purposes, including voting
and
payment of dividends, if any, to represent the number of whole shares of new
common stock to which such stockholders are entitled as a result of the Reverse
Split.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information as of July 10, 2007 with respect to
the
beneficial ownership of shares of our common stock by (i) each person known
by
us to be the owner of more than 5% of the Company’s outstanding shares of common
stock, (ii) each director and executive officer of the Company, and (iii) all
executive officers and directors of the Company as a group:
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Name
and Address
of Beneficial Owner
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Title
of Class
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Amount
and Nature of Beneficial
Ownership
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Percentage
of
Class(1)
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Yvon
Léveillé
443
Des Pins Street
Saint-Bruno
de Montarville, Quebec
J3V
5G5
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Common
Stock, par value $.0001 per share
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7,830,825
shares - indirect
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13.02%
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Turbon
AG.
c/o
Turbon Group
2704
Cindel Drive
Cinnaminson,
New Jersey, 08077
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Common
Stock, par value $.0001 per share
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6,792,397
shares - direct
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11.30%
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Manchester
Consolidated Corp.
120
Adelaide Street West, Suite 2401
Toronto,
Ontario, Canada M5H 1T1
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Common
Stock, par value $.0001 per share
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3,930,965
shares - direct
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6.54%
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Name
and Address
of Beneficial Owner
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Title
of Class
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Amount
and Nature of Beneficial
Ownership
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Percentage
of
Class(1)
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Alain
Lachambre
120
Paul de Maricourt Street
Sainte-Julie,
Quebec, J3E 2Z4
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Common
Stock, par value $.0001 per share
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3,250,531
shares - 714,032 shares direct, 2,536,499 shares indirect
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5.41%
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William
Smith
2085
Hurontario Street, Suite 300
Mississauga,
Ontario, Canada L5A 4G1
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Common
Stock, par value $.0001 per share
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412,000
shares
27,500
shares - direct
384,500
shares - indirect
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0.69%
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Wayne
Maddever
347
East Hart Crescent
Burlington,
Ontario
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Common
Stock, par value $.0001 per share
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101,650
shares
71,650
shares - direct
30,000
shares - indirect
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0.17%
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All
executive officers and directors as a group (2 persons)
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Common
Stock, par value $.0001 per share
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11,595,006
shares
8,644,007
shares - direct
2,950,999
shares - indirect
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19.28%
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(1)
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Based
upon 60,133,286 shares issued and
outstanding.
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Where
You Can Find More Information
We
are
required to comply with the reporting requirements of the Securities Exchange
Act. At present we are delinquent related to our filings. We have not filed
the
following required reports:
| · |
our
Quarterly Reports on Form 10-QSB for the quarters ended September 30,
2006, and March 31, 2007; and
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| · |
our
Annual Report on Form 10-KSB for the year ended December 31,
2006.
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For
further information about us, you may refer to:
| · |
our
Annual Report on Form 10-KSB for the year ended December 31, 2005;
and
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| · |
our
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006
and
June 30, 2006.
|
You
can
review these filings at the public reference facility maintained by the SEC
at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC
at
1-800-SEC 0330 for further information on the public reference room. These
filings are also available electronically on the World Wide Web at http://www.sec.gov.
August
__, 2007 By
the
Order of the Board of Directors
William
Smith
Secretary
APPENDIX
A
FORM
OF
CERTIFICATE
OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
ADSERO
CORP.
Under
Section 242
of
the
Delaware
General Corporation Law
Adsero
Corp., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as
follows:
First:
That the name of the corporation (the “Corporation”) is Adsero
Corp.
Second:
That the certificate of incorporation of the Corporation (the “Certificate”) was
originally filed with the Delaware Secretary of State on June 21, 1995 under
the
name Newmarket Strategic Development Corp.
Third:
That article FOURTH of the Certificate is hereby amended to read, in its
entirety, as follows:
“FOURTH,
The total number of shares of all classes of stock which the Corporation shall
have authority to issue shall be one hundred twenty million (120,000,000)
shares, of which one hundred million (100,000,000) shares shall be common stock,
par value $0.001 per share (the “Common Stock”) and twenty million (20,000,000)
shares shall be preferred stock, par value $0.0001 per share (the “Preferred
Stock”). All of the shares of Common Stock shall be of one class.
The
shares of Preferred Stock shall be undesignated Preferred Stock and may be
issued from time to time in one or more series pursuant to a resolution or
resolutions providing for such issuance and duly adopted by the Board of
Directors of the Corporation, authority to do so being hereby expressly vested
in the Corporation’s Board of Directors. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and
the
designation of any such series of Preferred Stock. The Board of Directors of
the
Corporation, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number
of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series.
The
authority of the Board of Directors of the Corporation with respect to each
such
class or series of Preferred Stock shall include, without limitation of the
foregoing, the right to determine and fix:
the
distinctive designation of such class or series and the number of shares to
constitute such class or series;
the
rate
at which dividends on the shares of such class or series shall be declared
and
paid or set aside for payment, whether dividends at the rate so determined
shall
be cumulative or accruing, and whether the shares of such class or series shall
be entitled to any participating or other dividends in addition to dividends
at
the rate so determined, and if so, on what terms;
the
right
or obligation, if any, of the Corporation to redeem shares of the particular
class or series of Preferred Stock and, if redeemable, the price, terms and
manner of such redemption;
the
special and relative rights and preferences, if any, and the amount or amounts
per share, which the shares of such class or series of Preferred Stock shall
be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;
the
terms
and conditions, if any, upon which shares of such class or series shall be
convertible into, or exchangeable for, shares of capital stock of any other
class or series, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
the
obligation, if any, of the Corporation to retire, redeem or purchase shares
of
such class or series pursuant to a sinking fund or fund of a similar nature
or
otherwise, and the terms and conditions of such obligations;
voting
rights, if any, on the issuance of additional shares of such class or series
or
any shares of any other class or series of Preferred Stock;
limitations,
if any, on the issuance of additional shares of such class or series or any
shares of any other class or series of Preferred Stock;
such
other preferences, powers, qualifications, special or relative rights and
privileges thereof as the Board of Directors of the Corporation, acting in
accordance with this Certificate of Incorporation, may deem advisable and are
not inconsistent with the law and the provisions of this Certificate of
Incorporation.
Each
issued and outstanding share of Common Stock, par value $.001 per share (“Old
Common Stock”), outstanding as of the close of business on the date this
Certificate of Amendment to the Certificate of Incorporation is filed with
the
Secretary of State of the State of Delaware (the “Effective Date”) shall
automatically, without any action on the part of the holder of the Old Common
Stock, be converted into one fiftieth (1/50) of a share of
Common
Stock, par value $.001 per share (“New Common Stock”). Immediately following the
reverse split, the aggregate number of shares of New Common Stock held by each
holder of New Common Stock shall be calculated. Thereafter, all such holders
otherwise entitled to receive a fractional share of New Common Stock will
receive a full share of New Common Stock in lieu of such fractional share as
each fractional share will be rounded up and become a whole share. Each holder
of a certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the “Old Certificates”)
shall, from and after the Effective Date, be entitled to receive a certificate
or certificates (the “New Certificates”) representing the shares of New Common
Stock into which the shares of Old Common Stock formerly represented by such
Old
Certificates are converted under the terms hereof. Prior to the Effective Date,
there are 60,133,286 shares of Old Common Stock issued and outstanding shares.
Following the effectuation of the reverse stock split on the Effective Date,
there will be approximately 1,202,666 issued and outstanding shares of New
Common Stock. The 60,133,286 shares of Old Common Stock are hereby changed
into
approximately 1,202,666 shares of New Common Stock at the rate of one share
of
New Common Stock for every fifty shares of Old Common Stock.”
Fourth:
That thereafter, pursuant to resolutions of the board of directors, the
amendments were authorized by resolutions adopted by the affirmative vote of
the
stockholders holding not less than the necessary number of shares required
by
written consent to so authorize, all in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
Fifth:
That said amendments to the Certificate of Incorporation were duly adopted
in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
Sixth:
That the capital of the corporation shall not be reduced under or by reason
of
said amendments.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of the
______ day of ________, 2007.
ADSERO
CORP.
By:
________________________________
William
Smith, CFO Adsero Corp.