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:
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x
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Preliminary
Information Statement
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¨
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
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¨
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Definitive
Information Statement
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Glen
Rose Petroleum Corporation
(Name of
Registrant as Specified in Its Charter)
Commission
File Number: 001-10179
Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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(1)
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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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¨
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Fee
paid previously with preliminary
materials:
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¨
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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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Amount Previously
Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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22762
Westheimer Parkway, Suite 515, Katy, Texas 77450
Tel: +1
832 437 0329
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AND REGULATION 14C AND SCHEDULE 14C
THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US
A PROXY
*,
2011
Notice of
Proposed Action pursuant to Written Consent
of the
Holders of the Majority of the Voting Power.
To Our
Stockholders:
Notice is
hereby given that, pursuant to action taken by the written consent of the
holders of a majority of the Company’s outstanding voting common stock, the
Company intends to take certain action as more particularly described in this
Information Statement. The action conforms with Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
action to be taken pursuant to the written consent shall be taken on or about *,
2011, which is 20 days after this Information Statement is mailed to
stockholders of record.
Only
stockholders of record at the close of business on December 22, 2010 will be
given Notice of the proposed action by written consent. The Company is not
soliciting proxies.
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.
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By
Order of the Board of Directors,
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Andrew
Taylor-Kimmins
President
and Chief Executive
Officer
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Glen Rose Petroleum
Corporation
Suite
515, 22762 Westheimer Parkway, Katy, Texas 77450
Telephone
(832) 437-0329
INFORMATION
STATEMENT
ACTION
BY THE CONSENT OF STOCKHOLDERS WITHOUT A MEETING
This
information statement is furnished to all holders of record as of December 22,
2010 (the “Record Date”) of the Company’s outstanding voting common stock in
connection with the following proposed action to be taken by the Company without
a meeting pursuant to the written consent of the holders of a majority of the
outstanding voting common stock of the Company:
The
amendment of the Articles of Incorporation to increase the number of authorized
shares of the Company’s common stock, par value $0.001 per share, from
20,000,000 shares to 150,000,000 shares and to increase the number of authorized
shares of the Company’s preferred stock, par value $0.0001 per share, from
1,000,000 to 5,000,000.
The foregoing action was approved by the holders of a majority of the
Company’s issued and outstanding voting common shares on the Record Date and
will be effected on or shortly after twenty (20) days following the mailing of
this Information Statement to the stockholders of record as of the date of vote
approving the foregoing action. This Information Statement is first
being mailed to stockholders on or about *, 2011.
Only
stockholders of record at the close of business on the Record Date are entitled
to notice of the action to be taken. There will be no vote on the matters by the
shareholders of the Company because the proposed action will be accomplished by
the written consent of the holders of the majority of the outstanding voting
common stock of the Company as allowed by Section 228 of the General Corporation
Law of the State of Delaware
(“DGCL”)
. No other votes are
required or necessary.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER’S RIGHTS OF
APPRAISAL
The DGCL
does not provide for dissenter’s rights of appraisal in connection with the
corporate action to be taken.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board
of Directors has fixed the close of business on December 22, 2010 as the record
date for the determination of the common shareholders entitled to vote upon and
receive notice of the proposed action by written consent. At the Record Date,
the Company had 17,495,559 outstanding shares of Common Stock, par value $0.001
per share, which were held of record by approximately 1,480 stockholders.
Blackwood Ventures, LLC, CRNI Holdings I, LLC, CRNI Holdings II, LLC, and
Compagnie Ressources Naturelles et d’Investissment S.A, together with Malcolm
Harrison, Daniel Block, Paul Hickey, Theodore Williams and Martin Chopp,
collectively, were the holders of record of 8,951,169 shares of common
stock, constituting 51.16 percent of the outstanding common stock and,
therefore, a majority of the outstanding shares of the Company’s voting
common stock (the only class of the Company’s capital stock outstanding) on the
Record Date, and together approved the taking of the corporate actions
described. This consent will be sufficient, without any further action, to
provide the necessary stockholder approval of the action.
STOCKHOLDER
PROPOSALS
The
Company’s Board of Directors has not yet determined the date on which the next
annual meeting of stockholders will be held. Any proposal by a stockholder
intended to be presented at the Company’s next annual meeting of stockholders
must be received at the Company’s offices a reasonable amount of time prior to
the date on which the information or proxy statement for that meeting is mailed
to stockholders in order to be included in the Company’s information or proxy
statement relating to that meeting.
DELIVERY
OF INFORMATION TO A SHARED ADDRESS
If you
and one or more stockholders share the same address, it is possible that only
one Information Statement was delivered to your address. Any registered
shareholder who wishes to receive a separate copy of the Information Statement
at the same address now or in the future may mail a request to receive separate
copies to Glen Rose Petroleum Corporation, 22762 Westheimer Parkway, Suite 515,
Katy, Texas 77450, Attention: Andrew Taylor-Kimmins, Chief Executive Officer, or
call the Company at (832) 437-0329) and we will promptly deliver the Information
Statement to you upon your request. Stockholders who received multiple copies of
this Information Statement at a shared address and who wish to receive a single
copy may direct their request to the same address.
COST OF INFORMATION
STATEMENT
The
Company is making the mailing and will bear the costs associated therewith.
There will be no solicitations made. The Company will reimburse banks, brokerage
firms, other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending the Information Statement to beneficial owners of the
Company’s Common Stock.
FORWARD-LOOKING
STATEMENTS
This
document contains statements regarding financial and operating performance and
results and other statements that are not historical facts, but are considered
to be “forward-looking statements”. The words “expect,” “project,” “estimate,”
“believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions
are intended to identify forward-looking statements. Factors that could cause
our results to differ materially from those anticipated, as identified by those
forward-looking statements include, among other things:
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·
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we may be unable to obtain
sufficient funds to continue our
operations;
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·
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there may be changes in
regulatory requirements that adversely affect our
business;
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·
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there may be adverse changes in
the prices for oil and gas that adversely affect our
business;
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·
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recovery
methods that we use in our oil and gas operations may not be successful or
may
proved
to be economically impractical to pursue;
and
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other uncertainties, all of which
are difficult to predict and many of which are beyond our
control.
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These and
other risks are set forth in the Risk Factors section of our Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on July 14, 2010.
We do not intend to update forward-looking statements. You should refer to and
carefully review the information contained in documents we file in the future
with the Securities and Exchange Commission.
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PROPOSAL
NO. 1: APPROVAL OF AN AMENDMENT TO THE
ARTICLES
OF INCORPORATION TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK AND
THE NUMBER
OF SHARES OF PREFERRED STOCK AUTHORIZED
FOR
ISSUANCE
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Our
Articles of Incorporation, as currently in effect, authorizes us to issue up to
20,000,000 shares of common stock, par value $0.001 per share and up to
1,000,000 shares of preferred stock, par value $0.0001 per share. The Board of
Directors has proposed, and the holders of a majority of the Company’s issued
and outstanding common shares as of the Record Date has approved, an increase in
the number of authorized shares of the common stock from 20,000,000 shares to
150,000,000 shares and an increase in the number of authorized shares of the
preferred stock from 1,000,000 to 5,000,000. Upon the filing of the
Certificate of Amendment to the Articles of Incorporation included as Appendix A
to this Information Statement, Glen Rose Petroleum Corporation will be
authorized to issue a total of 150,000,000 shares of common stock, par value of
$0.001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per
share.
Procedure
for the Approval of the Certificate of Amendment to the Company’s Articles of
Incorporation.
The
elimination of the need for a special meeting of the shareholders to approve the
Amendment is authorized by Section 228 of the DGCL. This Section provides that
the written consent of the holders of outstanding shares of voting capital
stock, having not less that the minimum number of votes which would be necessary
to authorize or take the action at a meeting at which all shares entitled to
vote on a matter were present and voted, may be substituted for the special
meeting. According to this Section 228 of the DGCL, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Company’s Articles of Incorporation.
Required
Approvals Obtained
The
Board, by a resolution adopted on December 22, 2010 (the “Board Consent”),
approved the proposed amendment to the Company’s Articles of Incorporation. On
the Record Date, the only issued and outstanding shares of the Company’s capital
stock entitled to vote on the proposed amendment were 17,495,559 shares of the
Company’s common stock, par value $.001 per share, of which Blackwood Ventures,
LLC, CRNI Holdings I, LLC, CRNI Holdings II, LLC, and Compagnie Ressources
Naturelles et d’Investissment S.A, together with Malcolm Harrison, Daniel Block,
Paul Hickey, Theodore Williams and Martin Chopp (collectively, the “Majority
Shareholders”), collectively, held of record 8,951,169 shares of common stock,
constituting 51.16 percent of the outstanding common stock on the Record Date.
On December 22, 2010, the Majority Stockholders, by written consent in lieu of a
meeting, approved the Certificate of Amendment to the Company’s Articles of
Incorporation, a copy of which is attached to this Information Statement as
Appendix A. However, the Certificate of Amendment will not be filed with the
Secretary of State of the State of Delaware, and will therefore not be
effective, until at least 20 days after this Information Statement is mailed to
stockholders of record as of the Record Date. No further consents, votes or
proxies are or were necessary to effect the approval of the Company’s
Certificate of Amendment to the Company’s Articles of
Incorporation.
The
impact of this proposal on the shares of common stock available for issuance by
the Company as of December 22, 2010, is as follows:
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Authorized
common stock
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20,000,000
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Issued
and outstanding
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17,495,559
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Required
reserve for conversion of outstanding Convertible Notes
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11,166,667
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Required
reserve for exercises of all outstanding warrants
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70,618,001
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Required
reserve for conversion of outstanding Convertible Preferred
Shares
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7,000,000
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Required
reserve for issuance under the Company’s 2008 Equity Incentive
Plan
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5,000,000
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Total
common stock issued or required for issuance
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111,280,227
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Net
shares available for issuance
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(97,280,227
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)
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Impact
of proposal
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Propose
increase of authorized common stock
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130,000,000
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Net
shares available for issuance after giving effect to the
proposal
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32,719,773
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The
proposed action to increase the number or shares of common stock the Company is
authorized to issue, in part, is taken to correct an administrative mistake made
several years ago and only recently discovered. When the Company
completed its merger with United Heritage Corporation in 1995, it was intended
that the surviving corporation would be a Delaware corporation with authorized
common stock of 125 million shares, and preferred stock of 5 million shares. At
the time, however, the wrong version of the articles of incorporation for the
Company as a Delaware corporation was filed in Delaware, which provided for only
20 million shares of authorized common stock and only 1 million shares of
authorized preferred stock. Following completion of the merger, the
Company, its transfer agent, its auditors and others all believed that the
intended version of the articles of incorporation had been filed in Delaware and
that Company’s authorized stock was 125 million shares and its authorized
preferred stock was 5 million shares, and the Company issued convertible notes
and common stock purchase warrants with the belief that it had sufficient
authorized common shares reserved for issuance upon conversion or
exercise. At no time, however, did the Company issue common stock or
preferred stock in excess of the number of shares authorized.
Unless
the number of shares of common stock the Company is authorized to issue is
increased to 150,000,000 million shares, the Company will not have sufficient
shares to meet its current obligations with regard to the reservation of common
shares for issuance upon the conversion of the Company’s outstanding preferred
stock, convertible notes or its outstanding warrants.
The
Company further believes that this increase is in the stockholders’ best
interests as it increases the availability of additional authorized, but
unissued, capital stock to provide the Company with the flexibility to issue
equity in financing transactions, in connection with the future acquisitions, as
an incentive to employees, officers, directors and consultants and for other
proper corporate purposes which may be identified in the
future.
Although it
has no present plans to do so, the increased capital will provide the Board of
Directors with the ability to issue additional shares of stock without further
vote of the stockholders, except as provided under Delaware corporate law or
under the rules of any national securities exchange on which shares of stock of
Glen Rose Petroleum Corporation may in the future be listed. The Company’s
stockholders do not have preemptive rights to subscribe to additional securities
which may be issued and current stockholders will not be entitled to maintain
their proportionate ownership of the Company’s outstanding stock should
additional shares be issued in the future. If the Board of Directors elects to
issue additional shares of stock, such issuance could have a dilutive effect on
the earnings per share, voting power and shareholdings of current
stockholders.
The
number of shares to be issued in any particular transaction and the price and
other terms on which such shares of will be issued will be determined solely by
the Board of Directors.
In
addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover or
transfer of control of the Company by causing such additional authorized shares
to be issued to holders who might side with the Board in opposing a takeover bid
that the Board of Directors determines is not in the best interests of the
company and our stockholders. The increased authorized capital therefore may
have the effect of discouraging unsolicited takeover attempts. By potentially
discouraging initiation of any such unsolicited takeover attempts, the increased
capital may limit the opportunity for the Company’s stockholders to dispose of
their shares at the higher price generally available in takeover attempts or
that may be available under a merger proposal. The increased authorized capital
may have the effect of permitting the Company’s current management, including
the current Board of Directors, to retain its position, and place it in a better
position to resist changes that stockholders may wish to make if they are
dissatisfied with the conduct of the Company’s business. However, the Board of
Directors is not aware of any attempt to take control of the Company and the
Board of Directors did not propose the increase in the Company’s authorized
capital with the intent that it be utilized as a type of anti-takeover
device.
The
relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock. Each share of
common stock will continue to entitle its owner to one vote. As a result of the
increased authorization, the potential number of shares of common stock
outstanding will be increased.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed increase in authorized shares. This
discussion is based upon the Internal Revenue Code, existing and proposed
regulations thereunder, legislative history, judicial decisions, and current
administrative rulings and practices, all as amended and in effect on the date
hereof. Any of these authorities could be repealed, overruled, or modified at
any time. Any such change could be retroactive and, accordingly, could cause the
tax consequences to vary substantially from the consequences described herein.
No ruling from the Internal Revenue Service (the “IRS”) with respect to the
matters discussed herein has been requested, and there is no assurance that the
IRS would agree with the conclusions set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences under
state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF
THE INCREASE IN AUTHORIZED SHARES AND RESTATEMENT OF PAR VALUE FOR THEM,
INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN
APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
increase in the number of authorized shares will not affect the number of shares
held by any current stockholder, the holding period or basis of any stockholder
in such shares, or the federal income tax treatment of such shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS
The following table sets forth
certain information as of December 22, 2010 with respect to beneficial ownership
of our common stock by each stockholder known by us to be the beneficial owner
of more than 5% of our common stock and by each of our directors and executive
officers and by all of the directors and executive officers as a group. Unless
otherwise indicated, the address of each of the persons below is c/o Glen Rose
Petroleum Corporation, Suite 515, 22762 Westheimer Parkway, Katy, Texas 77450.
Unless otherwise indicated in the footnotes, shares are owned of record and
beneficially by the person.
For
purposes of the following table, a person is deemed to be the beneficial owner
of any shares of common stock (a) over which the person has or shares, directly
or indirectly, voting or investment power, or (b) of which the person has a
right to acquire beneficial ownership at any time within 60 days after December
__, 2010. “Voting power” is the power to vote or direct the voting of shares and
“investment power” includes the power to dispose or direct the disposition of
shares.
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Name
and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class
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Blackwood
Ventures LLC
400
Rella Boulevard
Montabello,
NY 10901
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4,845,310
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(2)
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26.08
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Compagnie
Ressources Naturelles et D’Investissments S.A.
14
Rue du Rhone
Geneva
– 1204
Switzerland
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4,047,076
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(3)
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19.71
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CRNI
Holdings I, LLC
c/o
Compagnie Ressources Naturelles et D’Investissments S.A., its managing
member
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1,776,122
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(4)
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9.87
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CRNI
Holdings II, LLC
c/o
Compagnie Ressources Naturelles et D’Investissments S.A., its managing
member
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1,003,620
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(5)
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5.74
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Andrew
Taylor-Kimmins, CEO and Chairman
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4,047,076
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(6)
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19.71
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Theodore
Williams, Director
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547,974
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3.13
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Paul
Hickey, Director
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240,000
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1.37
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Martin
Chopp, Director
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693,400
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(7)
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3.85
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Kenneth
Martin, Chief Financial Officer
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53,500
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*
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Ruben
Alba, Chief Operating Officer
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50,000
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(8)
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*
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All
officers and directors as a group (6 persons)
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5,631,950
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*
Less than 1%
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(1)
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Based on 17,495,559 shares of
common stock issued and outstanding as of December 22, 2010. Includes
securities exercisable or convertible into shares of common stock within
60 days of December 22, 2010 for each stockholder. Options and warrants
for the purchase of common stock that are currently exercisable or
exercisable within 60 days of December 22, 2010 are deemed to be
beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other
person.
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(2)
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Blackwood Ventures LLC owns
3,759,997 shares of our common stock as of December 22, 2010 and warrants
that allow it to purchase a total of 1,000,000 shares of common stock,
with an exercise price of $0.75, and a 5 year term. This number does
includes the warrant included in the units for an additional 48,750 shares
of common stock and a warrant to purchase 36,563 shares of common stock at
an exercise price of $1.40 per share in exchange for debt totaling
$39,000. This total does not include 1,500,000 warrants issued with a
purchase price $1.05 to Blackwood Capital Limited, an affiliate of
Blackwood Ventures, LLC, as previously disclosed in our Form 8-K
filed January 22, 2008, as these warrants have been divested by
Blackwood Capital Limited. Voting and investment control over the shares
held by Blackwood Ventures LLC is exercised by Mr. Andrew
Taylor-Kimmins, Dr. David Kahn and Mr. Walter Reissman,
collectively.
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(3)
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Includes warrants to purchase
1,600,000 shares of common stock, each owned directly. Includes
1,433,742 shares of common stock owned by CRNI Holdings II, LLC as to
which it has a 58% ownership interest and is the Managing Member. This
number does not include 3,747,000 shares of common stock or warrants owned
by Blackwood Ventures LLC or the 1,276,122 warrants owned by CRNI Holdings
I, LLC, as to which it owns less than a 50% ownership
interest.
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(4)
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Includes warrants to purchase
500,000 common shares.
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(5)
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Common shares owned
directly.
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(6)
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Includes the common stock and
warrants beneficially owned by Compagnie Ressources Naturelles et
D’Investissments S.A., as to which Mr. Taylor-Kimmins is the sole
owner.
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(7)
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Includes 256,700 shares of common
stock issuable upon conversion of a Convertible Note issued to The Hewlett
Fund and warrants to purchase 256,700 shares of common stock issued to The
Hewlett Fund, as Mr. Chopp is a general partner of The Hewlett Fund, with
voting and dispositive power over the
securities.
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(8)
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Consists of vested warrants to
purchase common stock, issued upon execution of employment
agreement.
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WHERE YOU CAN FIND MORE INFORMATION
ABOUT THE COMPANY
The
Company filed its Annual Report for this fiscal year ended March 31, 2010 on
Form 10-K with the Securities and Exchange Commission the (“SEC”) on July 14,
2010, as amended by the Company’s Annual Report on Form 10-K/A, filed with the
SEC on July 22, 2010.
Additional
information concerning the Company is available on our website at
www.glenrosepetroleum.com.
Filings
which the Company makes with the Securities and Exchange Commission also contain
additional information and may be obtained on the SEC’s website at
www.sec.gov.
By Order
of the Board of Directors
|
Katy,
Texas
January
26, 2011
|
Glen
Rose Petroleum Corporation
/s/ Andrew Taylor-Kimmins
President
and Chief Executive Officer
|
Appendix
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GLEN ROSE PETROLEUM CORPORATION
It is
hereby certified that:
1. By
written consent of shareholders holding at least a majority of the issued and
outstanding shares of common stock of Glen Rose Petroleum Corporation (the
“Corporation”), given in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware, the Corporation is
authorized to amend its Articles of Incorporation to increase the authorized
capital stock that the Corporation is authorized to issue, such that the
Corporation shall have the authority to issue 150,000,000 shares of Common
Stock, par value $0.001 and 5,000,000 shares of Preferred Stock, par value
$0.0001.
2. Item
FOURTH of the Articles of Incorporation of the Corporation is amended in its
entirety to read:
The total
number of shares of common stock which the corporation shall have authority to
issue is One Hundred Fifty Million (150,000,000) shares, all of such shares
shall be $.001 par value; without cumulative voting rights and without any
preemptive rights and Five Million (5,000,000) shall be Preferred Stock, par
value $.0001 per share.
The Board
of Directors of the Corporation is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations, or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of
Directors.
3. The
amendment of the Articles of Incorporation herein certified has been duly
adopted and written consent has been given in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
Signed on
*, 2011
|
|
/s/ Andrew
Taylor-Kimmins
|
|
|
Andrew
Taylor-Kimmins
|
|
|
President
and Chief Executive Officer
|
Glen Rose Petroleum (CE) (USOTC:GLRP)
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