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
|
ADSERO
CORP.
(Name
of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
|
|
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:
|
| |
|
|
ADSERO
CORP.
2101
Nobel Street
St.
Julie, Quebec, J3E 1Z8
INFORMATION
STATEMENT
September
27, 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 voting shares outstanding
consisting of 53,633,286 common shares and 6,500,000 Series A preferred shares.
The proposed action requires the affirmative vote of a majority of the
outstanding voting shares entitled to vote thereon. Each share of common stock
and Series A preferred 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 October 10, 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 voting
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. We also believe that the expected increase in the per share price
of
our common stock will better enable us to negotiate settlements with certain
of
our debtholders. The Reverse Stock Split will also provide us with needed stock
to enable us to complete such acquisition transactions or raise capital through
future sales of our stock. We can give no assurance however, that the reverse
stock split will have the desired effects. We do not presently have any plans,
proposals, arrangements or agreements in place with potential merger or
acquisition partners, debtholders or other persons that would result in the
issuance of shares following the reverse stock split. See “Effect on Authorized
and Outstanding Shares” below for a discussion of the number of shares currently
authorized but unissued and the number of shares that would be authorized but
unissued after completion of the reverse stock split as well as the effects
of
the reverse split.
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 our outstanding voting
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.
Effect
on Authorized and Outstanding Shares
Immediately
following effectiveness of the reverse stock split, assuming that it is at
a
ratio of one share for every fifty shares of common stock outstanding, and
that
we have 53,633,286 common shares issued and outstanding immediately prior to
the
reverse split there would be approximately 1,072,666 shares of our common stock
outstanding. Under our Certificate of Incorporation we are authorized to issue
up to 100,000,000 common shares. Prior to the reverse stock split we have
46,366,714 authorized common shares eligible for issuance and immediately after
the reverse stock split we will have 98,927,334 authorized shares eligible
for
issuance. Consequently, the reverse stock split will have the effect of
substantially increasing the number of authorized but unissued common
shares.
With
the
exception of the number of shares of common stock outstanding, the rights and
preferences of shares of our common stock prior and subsequent to the reverse
stock split would remain the same. We do not anticipate that our financial
condition, the percentage of our stock owned by management, the number of our
stockholders, or any aspect of our current business would materially change
as a
result of the reverse stock split.
The
reverse stock split would affect all of our stockholders uniformly and would
not
affect any stockholder’s percentage ownership interests in our company, except
to the extent that the reverse stock split results in any of our stockholders
owning a fractional share. See “Fractional Shares.” The common stock issued and
outstanding after the reverse stock split would remain fully paid and
non-assessable.
Our
common stock is currently registered under Section 12(g) of the Securities
Exchange Act of 1934. The proposed reverse stock split would not affect the
registration of our common stock under the Exchange Act.
Effect
on Market Price
The
reverse stock split may cause an increase in the market price of our common
stock, but we cannot predict the actual effect of the reverse stock split on
the
market price. If the market price of our common stock does increase, it may
not
increase in proportion to the reduction in the number of shares outstanding
as a
result of the reverse stock split. Furthermore, the reverse stock split may
not
lead to a sustained increase in the market price of our common stock. The market
price of our common stock may also change as a result of other unrelated
factors, including our operating performance and other factors related to our
business, as well as general market conditions.
Accounting
Matters
The
reverse stock split would not affect the par value of our common stock. As
a
result, on the effective date of the reverse stock split the stated par value
capital on our balance sheet attributable to our common stock would be reduced
and the additional paid-in capital account would be credited with the amount
by
which the stated capital is reduced. The per-share net income or loss and net
book value per share of our common stock would be increased because there would
be fewer shares of our common stock outstanding.
We
present earnings per share (“EPS”) in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share,” and we will comply
with the requirements of SFAS No. 128 with respect to reverse stock splits.
In
pertinent part, SFAS No. 128 says as follows: “If the number of common shares
outstanding decreases as a result of a reverse stock split, the computations
of
basic and diluted EPS shall be adjusted retroactively for all periods presented
to reflect that change in capital structure. If changes in common stock
resulting from reverse stock splits occur after the close of the period but
before issuance of the financial statements, the per-share computations for
those and any prior-period financial statements presented shall be based on
the
new number of shares. If any per-share computations reflect such changes in
the
number of shares, that fact shall be disclosed.”
Federal
Income Tax Consequences
The
following description of federal income tax consequences of the reverse stock
split is based on the Internal Revenue Code of 1986, as amended, the applicable
Treasury Regulations promulgated thereunder, judicial authority, and current
administrative rulings and practices as in effect on the date of this
information statement. The discussion is for general information only and does
not cover any consequences that apply for special classes of taxpayers (e.g.,
non-resident aliens, broker-dealers or insurance companies). We urge all
stockholders to consult their own tax advisers to determine the particular
consequences to each of them of the reverse stock split.
We
have
not sought and will not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of the reverse
stock split. We believe, however, that because the reverse stock split is not
part of a plan to periodically increase or decrease any stockholder’s
proportionate interest in the assets or earnings and profits of our company,
the
reverse stock split would have the federal income tax effects described
below:
The
exchange of pre-split shares for post-split shares should not result in
recognition of gain or loss for federal income tax purposes. In the aggregate,
a
stockholder’s basis in the post-split shares would equal that stockholder’s
basis in the pre-split shares. A stockholder’s holding period for the post-split
shares would be the same as the holding period for the pre-split shares
exchanged therefor. Provided that a stockholder held the pre-split shares as
a
capital asset, the post-split shares received in exchange therefor would also
be
held as a capital asset.
As
stockholders are not receiving cash in lieu of any fractional share interest,
but instead fractional shares are being rounded up to the next whole share,
it
is unlikely that stockholders would be treated as if our company had redeemed
any fractional share interest. It is therefore unlikely that rounding up
fractional shares would result in any gain or loss recognition by
stockholders.
Our
company should not recognize gain or loss as a result of the reverse stock
split.
Potential
Anti-Takeover Effect
The
reverse stock split will have the effect of substantially increasing the number
of authorized but unissued common shares, because the number of authorized
common shares is held constant, while the number of issued and outstanding
common shares is reduced fifty fold. Although the increased proportion of
unissued authorized common shares to issued common shares could, under certain
circumstances, have an anti-takeover effect (for example, by permitting
issuances that would dilute the stock ownership of a person seeking to effect
a
change in the composition of our board of directors or contemplating a tender
offer or other transaction for the combination of our company with another
company), we are not proposing the reverse stock split in response to any effort
of which we are aware to accumulate any of our common shares or obtain control
of our company. Our board of directors does not currently contemplate
recommending the adoption of any other proposals that could be construed to
affect the ability of anyone to take over or change the control of our
company.
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 and Series A preferred stock
by (i) each person known by us to be the owner of more than 5% of our
outstanding shares of common stock or 5% or more of our outstanding Series
A
preferred stock, (ii) each director and executive officer of the Company, and
(iii) all executive officers and directors of the Company as a
group.
The
percentages is the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of the Company’s common and
Series A preferred stock outstanding on July 10, 2007 and all shares of our
common stock and Series A preferred stock issuable to such holder in the event
of exercise of outstanding options, warrants, rights or conversion privileges
owned by such person at said date which are exercisable within 60 days of such
date. Except as otherwise indicated, the persons listed below have sole voting
and investment power with respect to all shares of our commons tock and Series
A
preferred stock owned by them, except to the extent such power may be shared
with a spouse.
|
Name
and Address
of Beneficial Owner
|
|
Title
of Class
|
|
Amount
and Nature
of Beneficial
Ownership
|
|
Percentage
of
Class(1)
|
| |
|
|
|
|
|
|
|
Yvon
Léveillé (Officer/Director)
443
Des Pins Street
Saint-Bruno
de Montarville, Quebec
J3V
5G5
|
|
Common
Stock, par value $.0001 per share
|
|
7,830,825
shares – indirect (2)
|
|
13.45%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
4,593,333
shares, indirect
|
|
70.67%
|
| |
|
|
|
|
|
|
|
Turbon
AG
c/o
Turbon Group
2704
Cindel Drive
Cinnaminson,
New Jersey, 08077
|
|
Common
Stock, par value $.0001 per share
|
|
9,192,397
shares – direct (3)
|
|
16.41%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
|
|
0%
|
| |
|
|
|
|
|
|
|
Alain
Lachambre
120
Paul de Maricourt Street
Sainte-Julie,
Quebec, J3E 2Z4
|
|
Common
Stock, par value $.0001 per share
|
|
3,250,531
shares (4),
714,032 shares direct and 2,536,499 shares –
indirect
|
|
5.85%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
1,906,667
shares indirect
|
|
29.33%
|
|
Name
and Address
of Beneficial Owner
|
|
Title
of Class
|
|
Amount
and Nature
of Beneficial
Ownership
|
|
Percentage
of
Class(1)
|
| |
|
|
|
|
|
|
|
William
Smith (Officer/Director)
2101
Nobel Street
Sainte
Julie, Quebec, J3E 1Z8
|
|
Common
Stock, par value $.0001 per share
|
|
525,750
shares (5),
141,250 shares – direct and 384,500 shares – indirect
|
|
0.98%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
|
|
0%
|
| |
|
|
|
|
|
|
|
Wayne
Maddever (Director)
347
East Hart Crescent
Burlington,
Ontario
|
|
Common
Stock, par value $.0001 per share
|
|
224,000
shares (6),
222,500
shares – direct and 1,500 shares – indirect
|
|
0.42%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
|
|
0%
|
| |
|
|
|
|
|
|
|
Westminster
Capital Inc.
9665
Wilshire Boulevard
Suite
M-10
Beverly
Hills, CA 90212
|
|
Common
Stock, par value $.001 per share
|
|
5,104,822
shares (7)
–
direct
|
|
9.17%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
shares
|
|
0%
|
| |
|
|
|
|
|
|
|
Heath
Bank and Trust Limited
27
Cumberland Street
2nd
Floor
P.O.
Box SP-63137
Nassau,
Bahamas
|
|
Common
Stock, par value $.001 per share
|
|
4,322,195
shares – direct (8)
|
|
8.06%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
shares
|
|
0% |
|
Name
and Address
of Beneficial Owner
|
|
Title
of Class
|
|
Amount
and Nature
of Beneficial
Ownership
|
|
Percentage
of
Class(1)
|
| |
|
|
|
|
|
|
|
Dynamic
Power Hedge Fund
1
Adelaide Street East
29th
Floor
Toronto,
Ontario M5V 2C9
|
|
Common
Stock, par value $.001 per share
|
|
4,800,100
shares – direct (9)
|
|
8.57%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
0
shares
|
|
0% |
| |
|
|
|
|
|
|
|
All
executive officers and directors as a group (3 persons)
|
|
Common
Stock, par value $.0001 per share
|
|
8,580,575
shares
327,750
shares – direct and 8,252,825 shares – indirect
|
|
14.68%
|
| |
|
Series
A preferred stock, par value $.0001 per share
|
|
4,593,333
shares – indirect
|
|
70.67% |
|
(1)
|
Based
upon 53,633,286 common shares and 6,500,000 Series A preferred shares
issued and outstanding on July 10,
2007.
|
|
(2)
|
Includes
3,237,492 common shares of the Company and 4,593,333 Series I Exchangeable
Shares of 3091503 Nova Scotia Company owned by 9144-6773 Quebec Inc.,
a
company beneficially owned by Mr. Leveille, which are presently
convertible on a 1 for 1 basis into shares of the Company’s common
stock.
|
|
(3)
|
Includes
2,400,000 shares underlying common stock purchase warrants exercisable
within 60 days of July 10, 2007.
|
|
(4)
|
Includes
629,832 common shares of the Company and 1,906,667 Series I Exchangeable
Shares of 3091503 Nova Scotia Company owned by 9144-6906 Quebec Inc.,
a
company beneficially owned by Mr. Lachambre, which are convertible
on a 1
for 1 basis into shares of our common stock.
|
|
(5)
|
Includes
113,750 shares underlying stock options exercisable within 60 days
of July
10, 2007 and 384,000 shares owned by Mr. Smith's wife, Carolyn Robus
Smith.
|
|
(6)
|
Includes
122,500 shares underlying stock options exercisable within 60 days
of July
10, 2007 and 1,500 shares owned by the Estate of William Maddever.
Excludes 10,000 shares underlying stock options not exercisable within
60
days of July 10, 2007.
|
|
(7)
|
Includes
2,057,058 shares underlying common stock purchase warrants exercisable
within 60 days of July 10, 2007.
|
|
(8)
|
Includes
3,800,000 shares underlying a convertible note that is convertible
within
60 days of July 10, 2007.
|
|
(9)
|
Includes
2,400,050 shares underlying common stock purchase warrants exercisable
within 60 days of July 10, 2007.
|
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 June 30, 2007;
and
|
| |
·
|
our
Annual Report on Form 10-KSB for the year ended December 31,
2006.
|
For
further information about us, you may refer to:
| |
·
|
our
Annual Report on Form 10-KSB for the year ended December 31, 2005;
and
|
| |
·
|
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
100 F Street, N.E., Room 1580, 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.
|
September
27, 2007
|
By
the Order of the Board of Directors
|
| |
/s/
William Smith
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
53,633,286 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 1,072,666 issued and outstanding shares of New Common Stock.
The
53,633,286 shares of Old Common Stock are hereby changed into approximately
1,072,666 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.
|
|
| |
|
|
By:
|
|
| |
William
Smith, CFO Adsero Corp.
|