SCHEDULE 14C/A
INFORMATION REQUIRED IN INFORMATION STATEMENT
(Amendment No. 2)
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement [ ] Confidential, for use of
the Commission only
[ ] Definitive Information Statement
GREENSHIFT CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] 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) Price per unit or other underlying value of transaction 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:
...................................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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:
......................................
GREENSHIFT CORPORATION
One Penn Plaza, Suite 1612
New York, New York 10119
INFORMATION STATEMENT
To the Holders of Our Voting Stock:
The purpose of this Information Statement is to notify you that the holders
of shares representing a majority of the voting power of GreenShift Corporation
have given their written consent to a resolution adopted by the Board of
Directors of GreenShift to amend the certificate of incorporation of GreenShift
so as to increase the number of shares of authorized common stock from
500,000,000 shares to 10,000,000,000 shares. We anticipate that this Information
Statement will be mailed on _________________, 2009 to shareholders of record.
On or after _________________, 2009, the amendment to the Certificate of
Incorporation will be filed with the Delaware Secretary of State and become
effective.
The Board of Directors approved the amendment in order to comply with
GreenShift's agreements with its senior creditor, YA Global Investments, L.P.
("YA Global"). The convertible debt instruments held by YA Global require that
GreenShift maintain a sufficient number of shares of authorized common stock to
enable conversion of the convertible debt issued by GreenShift to YA Global. At
the present time, GreenShift has no shares available for issuance upon
conversion and is therefore in default of those debt instruments. Although
GreenShift's ambition is to satisfy its debt to YA Global in cash deriving from
one or more potential future financing transactions, it is necessary that this
default be cured in the meantime.
Delaware corporation law permits holders of a majority of the voting power
to take shareholder action by written consent. Accordingly, GreenShift will not
hold a meeting of its shareholders to consider or vote upon the proposed
amendment to GreenShift's certificate of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
August ___, 2009 KEVIN KREISLER, Chief Executive Officer
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this shareholder
action at the close of business on June 11, 2009 (the "Record Date"). The table
below lists the authorized voting stock as of the Record Date, the number of
shares of each class that were outstanding on the Record Date, and the voting
power of each class. Each share of common stock is entitled to one vote. Each
share of Series B Preferred Stock is entitled to 25 votes. The holder of the
Series D shares are entitled to a portion of the aggregate voting power equal to
80% multiplied by a fraction, the numerator of which is the number of
outstanding Series D shares and the denominator of which is 1,000,000.
Security Authorized Outstanding Voting Power
-------- ---------- ----------- ------------
Common Stock 500,000,000 500,000,000 249,827,813
Series B Preferred Stock 2,865,333 2,519,219 62,980,475
Series D Preferred Stock 1,000,000 791,459 971,862,696
-------------
1,534,843,171
|
The following table sets forth information regarding the voting stock
beneficially owned by any person who, to our knowledge, owned beneficially more
than 5% of any class of voting stock as of June 11, 2009.
Amount and Nature of Beneficial Ownership
---------------------------------------------------------------------------------------------------------------------
Name and Address(1) Series B Series D Percentage of
Of Beneficial Owner Common % of Class Preferred % of Class Preferred % of Class Voting Power
--------- ------------ ----------- ------------ ----------- ------------ -------------
Kevin Kreisler(2) 1,486,391 1.56% -- -- 791,459 100% 63.32%
David Winsness(3) 976,667 1.03% 360,933 12.45% -- -- 2.77%
Greg Barlage(3) 1,088,043 1.14% 356,478 12.30% -- -- 2.77%
Ed Carroll(3) 1,670,435 1.76% 393,183 13.56% -- -- 3.19%
Richard Krablin (3) 585,217 0.62% 376,183 12.99% -- -- 2.77%
---------- ------- --------- -------- ------- ---- ------
Officers and Directors
as a Group (5 persons) 5,806,753 6.10% 1,487,186 51.30% 791,459 100% 74.82%
(1) The address of each shareholder is c/o GreenShift Corporation, One Penn
Plaza, Suite 1612, New York, NY 10119.
(2) All shares listed for Mr. Kreisler are owned of record by Viridis Capital,
LLC, of which Mr. Kreisler is the sole member.
(3) Shares of Company Series B Preferred Stock are convertible at the fixed
rate of 1 Series B Share to 25 Company common shares.
|
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
On June 11, 2009, GreenShift's Board of Directors approved an amendment to
GreenShift's Certificate of Incorporation to increase the authorized common
stock from 500 million shares, $.001 par value, to 10 billion shares, $.0001 par
value. The Board approved the amendment in order to comply with GreenShift's
agreements with its senior creditor, YA Global Investments, L.P. ("YA Global").
The convertible debt instruments held by YA Global require that GreenShift
maintain a sufficient number of shares of authorized common stock to enable
conversion of the convertible debt issued by GreenShift to YA Global.
On June 11, 2009, the holder of a majority of the voting power of the
outstanding voting stock gave its written consent to the amendment. The
amendment will be filed and become effective approximately twenty days after
this Information Statement is mailed to the shareholders.
At the June 11, 2009 Record Date, 500,000,000 of the currently authorized
500,000,000 common shares are issued and outstanding, leaving none available for
issuance. The effect of the amendment will be to increase the number of
authorized shares of common stock from 500,000,000, $.001 par value, to
10,000,000,000, $.0001 par value.
The primary reason why the Board of Directors and the majority shareholder
have approved the increase in authorized common stock is the requirement
contained in GreenShift's agreements with YA Global to maintain a sufficient
number of shares of authorized common stock to enable conversion of debt issued
by GreenShift to YA Global and the need to have shares available in the event
that other outstanding convertible debentures are converted.
The following table shows the derivative securities currently outstanding
that may result in the issuance of more than 1,000,000 common shares. In each
case the creditor has the right to convert the principal amount of the debt into
GreenShift common stock. In no case does GreenShift have a contractual or other
right to redeem the debt with stock or to force the creditor to convert the debt
into stock.
Issue Original Principal Shares
Derivative Security Creditor Date Principal Amount Issuable
------------------- -------------------------- ------------- -------------- ------------ ---------------
Secured Convertible Debenture YA Global Investments, L.P. April 2006 $ 4,400,000 $ 2,084,986 308,886,815(1)
Secured Convertible Debenture YA Global Investments, L.P. April 2006 $ 1,475,000 $ 303,515 44,965,185(1)
Secured Convertible Debenture YA Global Investments, L.P. February 2006 $ 1,949,631 $ 1,949,631 288,834,222(1)
Secured Convertible Debenture YA Global Investments, L.P. June 2006 $ 5,500,000 $ 5,500,000 814,814,815(1)
Secured Convertible Debenture YA Global Investments, L.P. October 2006 $ 13,000,000 $ 12,860,000 1,905,185,185(1)
Secured Convertible Debenture YA Global Investments, L.P. February 2007 $ 1,125,000 $ 1,224,063 181,342,667(1)
Secured Convertible Debenture YA Global Investments, L.P. April 2007 $ 2,190,410 $ 2,789,278 413,226,370(1)
Secured Convertible Debenture YA Global Investments, L.P. December 2008 $ 1,950,000 $ 1,950,000 288,888,889(1)
Unsecured Debenture Acutus Capital, LLC December 2008 $ 485,000 $ 485,000 71,851,852(2)
Related Party Debenture Minority Interest Fund (II), LLC January 2008 $ 1,600,207 $ 1,600,207 237,067,704(3)
Options Various -- 996,629(4)
----------------
4,556,060,333
----------------
(1) The principal amount and accrued interest on the Secured Convertible
Debentures issued to YA Global Investments, L.P. ("YA Global"), are
convertible by the holder into common stock at a conversion rate equal
to the lesser of $1.25 or 90% of the average closing market price of
the Company's common stock for the 20 days prior to conversion. The
Secured Convertible Debentures accrue interest at 10% per annum and
are due December 31, 2011. At a conversion rate of $0.00675 on June
11, 2009, the Convertible Secured Notes could be converted into
4,246,144,148 common shares.
(2) The principal amount and accrued interest on the Unsecured Debenture
issued to Acutus Capital, LLC ("Acutus"), are convertible by the
holder into common stock at a conversion rate equal to the lesser of
$1.25 or 90% of the average closing market price of the Company's
common stock for the 20 days prior to conversion. The Unsecured
Debenture accrues interest at 20% per annum and is currently due. At a
conversion rate of $0.00675 on June 11, 2009, the Unsecured
Convertible Debenture could be converted into 71,851,852 common
shares.
(3) The principal amount and accrued interest on the unsecured Related
Party Debenture issued to Minority Interest Fund (II), LLC ("MIF"),
are convertible by the holder into common stock at a conversion rate
equal to the lesser of $1.25 or 90% of the average closing market
price of the Company's common stock for the 20 days prior to
conversion. The Related Party Debenture accrues interest at 20% per
annum and is due December 31, 2010. At a conversion rate of $0.00675
on June 11, 2009, the Unsecured Convertible Debenture could be
converted into 237,067,704 common shares.
(4) There are employee stock options that were issued and unexercised for
996,629 shares with a weighted average exercise price of $5.00.
|
All of the foregoing derivative securities are currently exercisable, and
the notes and debentures will remain exercisable until satisfied. In the event
that any of the foregoing derivative securities were converted or exercised,
GreenShift would not be able to issue the requisite common stock, and would be
in default, unless the number of authorized common shares is increased.
Conversion of those debentures would improve GreenShift's balance sheet by
reducing its debt to equity ratio, and increase its ability to obtain future
financing. However, conversion would also dilute the interest of current
shareholders in the equity in GreenShift. The additional authorized common stock
is necessary to accommodate those conversions, should they occur.
All of the outstanding convertible debentures are convertible into common
stock based on the market price of the common stock at the time of conversion.
The table above assumes a conversion rate of $.00675. At the close of business
on July 9, 2009 the market price was $.0041. If the debentures were converted
based on that price, approximately 50% more shares of common stock would be
required. In order to be prepared for the possibility of lower conversion rates,
the Board of Directors and majority shareholders have agreed to increase the
authorized common stock to 10 billion shares and have authorized a reduction in
the par value of the common stock.
The secondary reason why the Board of Directors and the majority
shareholder have approved the increase in authorized common stock is to provide
GreenShift with flexibility in pursuing its long-term business objectives.
Additional reasons for the increase include:
>> Management plans in the future to pursue opportunities to obtain the
capital in order to fully implement GreenShift's business plan. A
reserve of both common and preferred shares available for issuance
from time-to-time will enable GreenShift to entertain a broad variety
of financing proposals.
>> Management may utilize the additional shares in connection with
corporate acquisitions, joint venture arrangements, or for other
corporate purposes, including the solicitation and compensation of key
personnel.
Management has not entered into any commitment to issue any shares except
upon conversion of the outstanding debentures. Moreover, Management has no plans
at this time that will involve the issuance of additional shares, other than a
general plan to pursue additional financing. Management has not, however,
discussed the terms of any specific financing with any potential investor.
The amendment of the Certificate of Incorporation will increase the number
of common shares available for issuance by the Board of Directors from 0 to
9,500,000,000. The Board of Directors will be authorized to issue the additional
common shares without having to obtain the approval of GreenShift's
shareholders. Delaware law requires that the Board use its reasonable business
judgment to assure that GreenShift obtains "fair value" when it issues shares.
Nevertheless, the issuance of the additional shares could have the following
adverse effects on GreenShift's shareholders:
o The issuance of the additional shares would dilute the proportionate
interest of current shareholders in the equity and voting power in
GreenShift.
o The issuance of the additional shares could also result in the
dilution of the value of shares now outstanding, if the terms on which
the shares were issued were less favorable than the current market
value of GreenShift common stock.
o The shares that are issued upon conversion of debentures are usually
promptly sold into the market. These sales are likely to have a
negative effect on the market price of GreenShift's common stock.
o The reduction in the par value of the common stock means that the Board
will be authorized to issue common stock for as little as $.0001 per
share, and that possibility may have a negative effect on the market
price for the common stock.
The amendment of the Certificate of Incorporation is not being done for the
purpose of impeding any takeover attempt, and Management is not aware of any
person who is acquiring or plans to acquire control of GreenShift. Nevertheless,
the power of the Board of Directors to provide for the issuance of shares of
common stock without shareholder approval has potential utility as a device to
discourage or impede a takeover of GreenShift. In the event that a
non-negotiated takeover were attempted, the private placement of stock into
"friendly" hands, for example, could make GreenShift unattractive to the party
seeking control of GreenShift. This would have a detrimental effect on the
interests of any stockholder who wanted to tender his or her shares to the party
seeking control or who would favor a change in control.
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to the amendment of the Certificate of Incorporation to increase
the authorized capital stock.
* * * * *
Greenshift (PK) (USOTC:GERS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Greenshift (PK) (USOTC:GERS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
