camelot_def-14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
o Preliminary Information
Statement
o Confidential, for Use
of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive
Information Statement
CAMELOT
ENTERTAINMENT GROUP INC.
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
o Fee computed on table
below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5) Total
fee paid:
o Fee paid previously
with preliminary materials.
o Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
CAMELOT
ENTERTAINMENT GROUP, INC.
130
Vantis, Suite 140
Aliso
Viejo, California 92656
Notice of
Board of Directors Action by Written Consent
To
Stockholders of Camelot Entertainment Group, Inc.:
Camelot
Entertainment Group, Inc. ("Camelot") hereby gives
notice to its stockholders as follows:
1. The
Board of Directors of Camelot has unanimously adopted and has approved a
resolution, attached as Exhibit A hereto, to effect a one-for-one hundred
(1:100) reverse stock split of the Common and Preferred Stock of Camelot (the
"Reverse Split"). The resulting share ownership interest including resulting
fractional shares for each individual stockholder shall be rounded up to the
first whole integer. The Board believes that the Reverse Split is in Camelot's
best interests, principally because it will enable Camelot to issue additional
shares in connection with necessary financings and/or other business
transactions related to its ongoing efforts to implement its business
plan.
You have
the right to receive this notice if you were a stockholder of record of common
stock of Camelot at the close of business on the date of this notice (the "Record Date"). Since the
actions have been approved by the Board of Directors, and no stockholder
approval was necessary as there will be no change in the Articles of
Incorporation of Camelot, no proxies were or are being solicited.
We
anticipate the approximate date of mailing to be August 18, 2008. We anticipate
that these actions will become effective on or after August 29,
2008.
Aliso
Viejo, California
August
15, 2008
/s/ Robert
P. Atwell
Robert P.
Atwell
President,
Chief Executive Officer, Chairman of the Board of Directors
INFORMATION
STATEMENT
OF
CAMELOT
ENTERTAINMENT GROUP, INC.
130
VANTIS, SUITE 140
ALISO
VIEJO, CA 92656
TELEPHONE
(949) 334-2950
We
Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy.
This
Information Statement is first being furnished on or about August 18, 2008 to
the stockholders of record as of the close of business on August 15, 2008 of the
common stock of Camelot Entertainment Group Inc. ("Camelot"). At the record date
there were a total of 465,560,665 shares of Camelot’s $0.001 par value common
stock issued and/or outstanding, including shares held in reserve by Camelot for
funding and other contractual obligations, with each share issued having one
vote per share ("Common Stock").
Camelot's
board of directors has approved and authorized the action described below. Such
approval and consent constitute the approval and consent of a majority of the
Board of Director’s and is sufficient under Delaware General Corporation Law and
Camelot's by-laws to approve the action. Accordingly, the action will not be
submitted to the stockholders of Camelot for a vote, and this Information
Statement is being furnished to stockholders of record to provide them with
certain information concerning the action in accordance with the requirements of
the Securities Exchange Act of 1934 and the regulations promulgated thereunder,
including Regulation 14C, as well as the requirements of the Delaware General
Corporation Laws.
ACTION
BY BOARD OF DIRECTORS
GENERAL
Camelot
will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. Camelot will only
deliver one Information Statement to multiple security holders sharing an
address unless Camelot has received contrary instructions from one or more of
the security holders. Upon written or oral request, Camelot will promptly
deliver a separate copy of this Information Statement and any future annual
reports and information statements to any security holder at a shared address to
which a single copy of this Information Statement was delivered, or deliver a
single copy of this Information Statement and any future annual reports and
information statements to any security holder or holders sharing an address to
which multiple copies are now delivered. You should direct any such requests to
the following address:
CAMELOT
ENTERTAINMENT GROUP INC.
130
VANTIS, SUITE 140
ALISO
VIEJO, CA 92656
TELEPHONE
(949) 334-2950
Attn:
Robert P. Atwell, Chairman
INFORMATION
ON CONSENTING DIRECTORS
Pursuant
to Camelot’s by-laws and the Delaware General Corporation Laws, a vote by the
members of at least a majority of Camelot's Board of Director’s is required to
effect the action described herein.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
DISSENTERS’
RIGHT OF APPRAISAL
None
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth, as of August 15, 2008, certain information regarding
the ownership of Camelot’s capital stock by Camelot's Board of Director’s,
executive officers and each person who is known to Camelot to be a beneficial
owner of more than 5% of Camelot’s Common Stock. Unless otherwise indicated
below, to Camelot’s knowledge, the persons listed below have sole voting and
investing power with respect to his or her shares of Common Stock, except to the
extent authority is shared by spouses under applicable community property
laws.
As of
August 15, 2008, there were 465,560,665 shares of Common Stock held by 117
stockholders of record. Of these shares, 135,833,333 shares of Common Stock are
being held by Camelot in reserve for funding and other contractual obligations.
As a result, there are 329,727,332 shares of Common Stock considered to be
issued and outstanding.
Name
of Beneficial
Owner
|
Shares
Beneficially
Owned
|
Percent
|
|
|
|
Robert
P. Atwell, Inc. (1)
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
67,541,171
|
15%
|
Scorpion
Bay, LLC (2)
5566
Valerio Trail
San
Diego, CA 92130
|
62,421,000
|
13%
|
George
Jackson (3)
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
23,559,955
|
5%
|
|
|
|
TOTAL
5% Stockholders as a Group
|
153,522,126
|
33%
|
|
|
|
1)
Includes all shares owned and or under the control of the Beneficial
Owner. Robert P. Atwell is the owner of The Atwell Group, Inc. and other
entities that have holdings in Camelot. Mr. Atwell is an officer and a
director of Camelot.
|
|
|
(2)
Includes all shares owned and or under the control of the Beneficial
Owner. Timothy Wilson is the owner of Scorpion Bay, LLC. And other
entities that have holdings in Camelot.
|
|
|
(3)
Includes all shares owned and or under the control of the Beneficial
Owner. Mr. Jackson is an officer and director of
Camelot.
|
Securities
Ownership of Management
Common
Stock
The
following table sets forth as of August 15, 2008, certain information, based on
information obtained from the persons named below, with respect to the
securities ownership of the common stock by Management. Management owns 20%, or
91,101,126 shares, of the Company’s common stock.
Name
of Beneficial Owner
|
Shares
Beneficially Owned
|
Percent
(6)
|
|
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
67,541,171
|
15%
|
George
Jackson (2)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
23,559,955
|
5%
|
|
|
|
Totals:
|
91,101,126
|
20%
|
|
|
|
Note
(1): Includes direct and indirect affiliate ownership.
|
|
|
Note
(2): Includes direct and indirect affiliate ownership.
|
|
|
Note
(3): Based on 465,560,665 shares issued as of 8/15/08.
|
|
|
The
number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the Securities and Exchange Commission, including
any shares of common stock as to which a person has sole or shared voting or
investment power and any shares of common stock which the person has the right
to acquire within 60 days through the exercise of any option, warrant or
right.
All
shares are held beneficially and of record and each record stockholder has sole
voting and investment power. The address at which each Executive Officer and
Director can be reached is the Company's headquarters.
Preferred
Stock
The
following table sets forth as of August 15, 2008, certain information, based on
information obtained from the persons named below, with respect to the
securities ownership of preferred stock by Management. Management owns 60%, or
23,682,047 shares, of the Company’s preferred stock.
As of
August 15, 2008, we had three classes of preferred stock, Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock.
On August
15, 2008, there were 9,650,957 shares outstanding of our $0.001 par value Series
B Convertible Preferred Stock. The Series B Preferred converts to 10 shares of
common stock for every one share of Series B Preferred Stock. Each share of
Series B Preferred Stock is entitled to 1,000 votes. Series B Preferred ranks
superior to all other classes of stock.
On August
15, 2008, there were 24,751,090 shares outstanding of our $0.001 par value
Series A Convertible Preferred Stock. The Series A Preferred converts to 4
shares of common stock for every one share of Series A Preferred Stock. Each
share of Series A Preferred Stock is entitled to 50 votes. Series A Preferred
ranks superior to our common stock and ranks junior to our Series B Preferred
Stock.
On August
15, 2008, there were 5,150,000 shares outstanding of our $0.001 par value
Series C Convertible Preferred Stock. The Series C Preferred converts to 1 share
of common stock for every one share of Series C Preferred Stock. Each share of
Series C Preferred Stock is entitled to 1 vote. Series C Preferred ranks
superior to our common stock and ranks junior to our Series A and Series B
Preferred Stock.
Name
of Beneficial Owner
|
Series
A Preferred
Shares
Beneficially Owned
|
Percent
|
|
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
12,501,090
|
51%
|
Timothy
Wilson (2)
5566
Valerio Trail
San
Diego, CA 92130
|
11,250,000
|
45%
|
George
Jackson (3)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,000,000
|
4%
|
|
|
|
Totals:
|
24,751,090
|
100%
|
|
|
|
Note
(1): Includes shares held directly and indirectly. Converts to 50,004,360
common shares. Equals 625,054,500 votes.
|
|
|
Note
(2): Includes shares held directly and indirectly. Converts to 45,000,000
common shares. Equals 562,500,000 votes.
Note
(3): Includes shares held directly and indirectly. Converts to 4,000,000
common shares. Equals 50,000,000 votes.
|
|
|
Name
of Beneficial Owner
|
Series
B Preferred
Shares
Beneficially Owned
|
Percent
|
|
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
6,080,957
|
63%
|
Timothy
Wilson (2)
5566
Valerio Trail
San
Diego, CA 92130
|
2,570,000
|
27%
|
George
Jackson (3)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,000,000
|
10%
|
|
|
|
Totals:
|
9,650,957
|
100%
|
|
|
|
Note
(1): Includes shares held directly and indirectly. Converts to 60,809,570
common shares. Equals 6,080,957,000 votes.
|
|
|
Note
(2): Includes shares held directly and indirectly. Converts to 25,700,000
common shares. Equals 2,570,000,000 votes.
|
|
|
Name
of Beneficial Owner
|
Series
C Preferred
Shares
Beneficially Owned
|
Percent
|
|
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
3,000,000
|
58%
|
Timothy
Wilson (2)
5566
Valerio Trail
San
Diego, CA 92130
|
1,050,000
|
20%
|
George
Jackson (3)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
100,000
|
2%
|
Others
(4)
Totals:
|
1,000,000
5,150,000
|
20%
100%
|
|
|
|
Note
(1): Includes shares held directly and indirectly. Converts to 3,000,000
common shares. Equals 3,000,000 votes.
|
|
|
Note
(2): Includes shares held directly and indirectly. Converts to 1,050,000
common shares. Equals 1,000,000 votes.
|
Note
(3): Includes shares held directly and indirectly. Converts
to 100,000 common shares. Equals 100,000 votes. |
Note
(4): Includes shares held directly and indirectly. Converts
to 1,000,000 common shares. Equals 1,000,000
votes.
|
Voting
Rights of Management and Beneficial Owners of 5% or More of the Common
Stock
The
following table shows the total voting rights of management and beneficial
owners of 5% or more of common stock on items that are presented to stockholders
at annual and special meetings of the stockholders which require stockholder
approval.
Name
of Beneficial Owner (1)
|
Total
Votes
|
Percent
|
|
|
|
Robert
P. Atwell
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
6,776,552,671
|
60.379%
|
Timothy
Wilson
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
3,195,971,000
|
28.476%
|
|
|
|
George
Jackson
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,073,659,955
|
9.566%
|
|
|
|
All
Other Common Stockholders (2)
|
177,205,206
|
1.579%
|
|
|
|
Totals:
|
11,223,388,832
|
100%
|
|
|
|
Note
(1): Includes direct and indirect affiliate ownership.
|
|
|
NOTICE
TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING BOARD MEMBERS
The
following action was taken based upon the unanimous recommendation of Camelot's
Board of Directors (the "Board"):
ACTION
I
REVERSE
STOCK SPLIT
MATERIAL
TERMS OF THE REVERSE SPLIT
The Board
has unanimously adopted and has approved a resolution, attached as Exhibit A
hereto, to effect a one-for-one hundred (1:100) Reverse Split of the Common and
Preferred Stock of Camelot. The resulting share ownership interest
including resulting fractional shares for each individual stockholder shall be
rounded up to the first whole integer. The Board believes that the Reverse Split
is in Camelot's best interests, principally because it will enable Camelot to
issue additional shares in connection with necessary financings and/or other
business transactions related to its ongoing efforts to implement its business
plan.
The
immediate effect of the Reverse Split will be to reduce the total number of
shares of Camelot Common Stock from approximately 465,560,665 shares to
approximately 4,655,606 shares of Common Stock issued and outstanding. The total
number of shares of Camelot Preferred Stock will be reduced from approximately
39,552,047 shares to approximately 395,520 shares of Preferred Stock issued and
outstanding The Company's authorized number of Common Stock, 500,000,000 shares,
par value $0.001, and preferred stock, 50,000,000 shares, par value $0.001, will
remain the same after the Reverse Split.
The
Reverse Split will affect all of the holders of Camelot's Common and Preferred
Stock uniformly and will not materially affect any stockholder's percentage
ownership interest in Camelot or proportionate voting power, except for
insignificant changes that will result from the rounding of fractional
shares.
The
Reverse Split is expected to become effective on or about August 29, 2008 (the
"Effective Date"). The Reverse Split will take place on the Effective Date
without any action on the part of the holders of Camelot's Common or Preferred
Stock and without regard to current certificates representing shares of
Camelot's Common or Preferred Stock being physically surrendered for
certificates representing the number of shares of Camelot Common or Preferred
Stock each stockholder is entitled to receive as a result of the Reverse
Split.
No
fractional shares will be issued in connection with the Reverse Split. Any
fractional share will be rounded up to the first whole integer.
The Board
resolution granting the authority to effect a one-for-hundred (1:100) reverse
stock split of the Common Stock of Camelot is attached hereto as Exhibit
A.
CERTAIN
FEDERAL INCOME TAX CONSEQUENCES
The
following summary of certain material federal income tax consequences of the
Reverse Split does not purport to be a complete discussion of all of the
possible federal income tax consequences and is included for general information
only. Further, it does not address any state, local, foreign or other income tax
consequences, nor does it address the tax consequences to stockholders that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, non-resident
alien individuals, broker-dealers and tax-exempt entities. This summary is based
on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations and proposed regulations, court decisions and current administrative
rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which
are subject to change, possibly with retroactive effect, and assumes that the
shares of Common Stock will be held as a "capital asset" (generally, property
held for investment) as defined in the Code.
Holders
of Common and Preferred Stock are advised to consult their own tax advisers
regarding the federal income tax consequences of the proposed Reverse Split in
light of their personal circumstances and the consequences under state, local
and foreign tax laws. The Company expects that the Reverse Split will
qualify as a recapitalization described in Section 368(a)(1)(E) of the Code. No
gain or loss will be recognized by Camelot in connection with the Reverse Split.
No gain or loss will be recognized by a stockholder who exchanges all of his
shares of pre-reverse Common or Preferred Stock solely for shares of
post-reverse Common or Preferred Stock. The aggregate basis of the shares of the
Common or Preferred Stock to be received in the Reverse Split will be the same
as the aggregate basis of the shares of Common or Preferred Stock surrendered in
exchange. The holding period of the shares of Common or Preferred Stock to be
received in the Reverse Split will include the holding period of the shares of
Common or Preferred Stock surrendered in exchange.
Camelot's
views regarding the tax consequences of the Reverse Split are not binding upon
the Internal Revenue Service or the courts, and there is no assurance that the
Internal Revenue Service or the courts would accept the positions expressed
above. The state and local tax consequences of the Reverse Split may vary
significantly as to each stockholder, depending on the state in which such
stockholder resides.
THE
FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, EACH
HOLDER OF CAMELOT COMMON OR PREFERRED STOCK IS URGED TO CONSULT WITH HIS OWN TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
(Remainder
of Page Left Intentionally Blank)
Additional
information for our stockholders:
Why
have I received these materials?
Camelot
is required under the Securities and Exchange Act of 1934, as amended, to
deliver this information statement to all stockholders of Camelot in order to
inform them that the Board of Directors have taken certain actions that affect
the Company. As a result, this information statement is being sent to
you because you are a holder of Common or Preferred stock in
Camelot.
What
action did the Board of Directors take?
The Board
has unanimously adopted and has approved a resolution, attached as Exhibit A
hereto, to effect the Reverse Split. The resulting share ownership
interest including resulting fractional shares for each individual stockholder
shall be rounded up to the first whole integer. The Board believes that the
Reverse Split is in Camelot's best interests, principally because it will enable
Camelot to issue additional shares in connection with necessary financings
and/or other business transactions related to its ongoing efforts to implement
its business plan.
Why
is it that the Board of Directors can do these things without having to hold a
meeting or having to send out proxies to all stockholders?
The
Articles of Incorporation and Bylaws of Camelot and Delaware law provide that
any corporate action that does not require a vote of the stockholders may be
taken by the Board of Directors without a meeting or vote of stockholders as
long as a majority of the Board of Directors approve and authorize the action
during a regular or special meeting or with the written consent of the Board of
Directors.
Is it necessary for me to do
anything?
No. No
other votes are necessary or required. Camelot anticipates that the actions
contemplated as a result of the Board of Director’s authorization will be filed
with the Secretary of State of the State of Delaware on or after August 15,
2008. Camelot also anticipates that the actions taken will become effective on
or about August 29, 2008.
Who
is paying for the mailing of this information statement?
Camelot
will pay the costs of preparing and sending out this information statement. It
will be sent to all common and preferred stockholders by regular mail. Camelot
may reimburse brokerage firms and others for expenses in forwarding information
statement materials to the beneficial owners of Common and Preferred
Stock.
Can
I object to the actions taken by the Board of Directors?
Delaware
law does not provide for dissenter's rights in connection with the Board of
Director’s authorization to institute a reverse split of the Common and
Preferred Stock.
Where
can I get copies of this information statement or copies of Camelot’s annual
report?
Copies of
this information statement and Camelot’s most recent annual report
filed with the Securities and Exchange Commission (SEC) on Form 10-KSB and most
recent interim report filed with the SEC on Form 10-Q are available to
stockholders at no charge upon request directed as follows:
Camelot
Entertainment Group, Inc.
Attn: Stockholder
Relations
130
Vantis, Suite 140
Aliso
Viejo, California 92656
How
do I know that the Board of Director members voting to reverse the Common and
Preferred Stock held more than a majority of the Board of Director
votes?
On August
15, 2008, the date of the written consent to action by the Board of Directors,
both of our current Board of Director members approved the action. These Board
of Director members, representing more than a majority of Camelot’s Board of
Directors, have executed and delivered written consents to the actions set forth
herein.
Who are the Board of Director members
who voted to reverse the Common and Preferred stock of
Camelot?
Robert P.
Atwell, Chairman, CEO
George
Jackson, Secretary, CFO
Who
was entitled to vote to reverse the Common and Preferred Stock of
Camelot?
The
members of the Board of Directors. As a result of this action, there are no
changes being made to the capital structure of Camelot, no amendment to the
articles of incorporation or change in the par value of either the Common or the
Preferred Stock.
Who
is entitled to receive notice of these actions by the Board of
Directors?
Every
person or entity who owned common stock in Camelot as of August 15, 2008 is
entitled to receive a copy of this information statement. This date is called
the Record Date and was set by the Board of Directors of Camelot.
What
consent was required in order to implement a reverse of the Common and Preferred
Stock of Camelot?
The
action discussed herein to reverse split the Common and Preferred Stock of
Camelot requires the consent of holders of the majority of the Board of
Directors. A majority means one vote more than 50% of the number of board
members eligible to vote. Since the Board of Director member’s who acted by
written consent to authorize the reverse split held a majority of the vote, they
could do this without a meeting by consent and then inform you of this
action.
What actions were taken by the Board
of
Directors?
There was
one action taken. It was as follows:
Subject
to and in compliance the Delaware General Corporation Laws, it is deemed to be
in the best interests of the Corporation and its stockholders that a record date
for the Reverse Stock Split be set as August 15, 2008 (the "Record Date"), such
that all persons holding shares of Common Stock on the Record Date shall have
their shares of Common and Preferred Stock split applying a ratio of 1 to 100
and that an effective date for the Reverse Split be set on or about August 29,
2008; and that every 100 issued and outstanding shares of Common Stock be and
hereby are automatically split into 1 share of Common Stock, respectively, and
the resultant share ownership be rounded up to the first whole integer; and that
every 100 issued and outstanding shares of Preferred Stock be and hereby are
automatically split into 1 share of Preferred Stock, respectively, and the
resultant share ownership be rounded up to the first whole integer; and that no
fractional shares of Common Stock of the Corporation shall be issued. No
stockholder of the Corporation shall transfer any fractional shares of Common
Stock of the Corporation. The Corporation shall not recognize on its stock
record books any purported transfer of any fractional share of Common Stock of
the Corporation. Instead, any fractional share shall be rounded to the nearest
first integer whole share. In plain English rounded up to the nearest whole
share.
Why
is Camelot implementing the Reverse Split of its Common and Preferred
Stock?
Currently,
Camelot has 465,560,665 shares of Common Stock issued and/or outstanding and
39,572,047 shares of Preferred Stock issued and outstanding.
Camelot
is reversing the stock because it believes that the decrease in Common and
Preferred Stock outstanding will provide it greater flexibility with respect to
its capital structure for such purposes as additional equity financing, stock
based acquisitions and issuance of stock in accordance with our business model
as described in our annual report filed with the Securities and Exchange
Commission on April 15, 2008.
What
effect will the Reverse Split have on my stock?
The terms
of the shares of new Common and Preferred Stock will be identical to those of
the currently outstanding shares of Common and Preferred Stock. However, because
holders of Common and Preferred Stock have no preemptive rights to purchase or
subscribe for any unissued stock of Camelot, the issuance of additional shares
of Common and Preferred Stock following the Reverse Split will reduce the
current stockholders' percentage ownership interest in the total outstanding
shares of Common and Preferred Stock. The relative rights and limitations of the
shares of Common and Preferred Stock will remain unchanged under this action.
The tax basis for your Common or Preferred Stock will remain the same upon the
effectiveness of the reverse split.
As of the
Effective Date, a total of 4,655,606 shares of Camelot's currently authorized
500,000,000 shares of Common Stock will be issued and/or outstanding. A total of
395,520 shares of Preferred Stock will be issued and outstanding. The
availability of authorized but unissued shares of Common Stock would enable
Camelot, without further stockholder approval, to issue shares from time to time
as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.
The
decrease in the number of shares of Common and Preferred Stock issued and/or
outstanding could have a number of effects on Camelot's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The effect of the reverse could have an anti-takeover
effect, in that additional shares could be issued (within the limits imposed by
applicable law) in one or more transactions that could make a change in control
or takeover of Camelot more difficult. For example, additional shares could be
issued by Camelot so as to dilute the stock ownership or voting rights of
persons seeking to obtain control of Camelot. Similarly, the issuance of
additional shares to certain persons allied with Camelot's management could have
the effect of making it more difficult to remove Camelot's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of Camelot, and this action is not being taken with
the intent that it be utilized as a type of anti-takeover device.
Stockholders
do not have any preemptive or similar rights to subscribe for or purchase any
additional shares of Common or Preferred Stock that may be issued in the future,
and therefore, future issuances of Common or Preferred Stock may, depending on
the circumstances, have a dilutive effect on the earnings per share, voting
power and other interests of the existing stockholders.
As of the
Effective Date, a total of 395,520 shares of Camelot's currently authorized
50,000,000 shares of Preferred Stock are issued and outstanding. The actions
taken by the Board of Directors hereunder will increase the number of authorized
shares of "blank check"
preferred stock available to be issued by Camelot in the future.
The term
"blank check" refers to
preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by
the Board of Directors of Camelot upon issuance. The authorization of such blank
check preferred stock permits the Board of Directors to authorize and issue
preferred stock from time to time in one or more series. To date, Camelot has
not created and issued three series of preferred stock, Series A, Series B and
Series C.
Subject
to the provisions of Camelot's Articles of Incorporation and the limitations
prescribed by law, the Board of Directors is expressly authorized, at its
discretion, to adopt resolutions to issue shares, to fix the number of shares
and to change the number of shares constituting any series and to provide for or
change the voting powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, including dividend rights (including whether the dividends are
cumulative), dividend rates, terms of redemption (including sinking fund
provisions), redemption prices, conversion rights and liquidation preferences of
the shares constituting any series of the preferred stock, in each case without
any further action or vote by the stockholders. The Board of Directors is
required to make any determination to issue shares of preferred stock based on
its judgment as to the best interests of Camelot and its stockholders. The
reverse split authorized by the Board of Directors gives the Board of Directors
flexibility, without further stockholder action, to issue additional preferred
stock on such terms and conditions as the Board of Directors deems to be in the
best interests of Camelot and its stockholders.
The
action taken by the Board of Directors will provide Camelot with increased
financial flexibility in meeting future capital requirements by making available
additional shares of Preferred Stock, as it will allow more preferred stock to
be available for issuance from time to time and with such features as determined
by the Board of Directors for any proper corporate purpose. It is anticipated
that such purposes may include exchanging preferred stock for common stock and,
without limitation, may include the issuance for cash as a means of obtaining
capital for use by Camelot, or issuance as part or all of the consideration
required to be paid by Camelot for officers and directors, employees,
consideration to be paid in connection with our business model, vendors,
acquisitions of other businesses or assets.
Any
issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
Camelot by increasing the number of outstanding shares entitled to vote and by
increasing the number of votes required to approve a change in control of
Camelot. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of Camelot by means of a tender offer,
proxy contest, merger or otherwise. The ability of the Board of Directors to
issue such additional shares of preferred stock, with the rights and preferences
it deems advisable, could discourage an attempt by a party to acquire control of
Camelot by tender offer or other means. Such issuances could therefore deprive
stockholders of benefits that could result from such an attempt, such as the
realization of a premium over the market price that such an attempt could
cause.
Moreover,
the issuance of such additional shares of preferred stock to persons friendly to
the Board of Directors could make it more difficult to remove incumbent managers
and directors from office even if such change were to be favorable to
stockholders generally.
The
following is a "safe
harbor" statement under the Private Securities Litigation Reform Act of
1995: Statements contained in this document that are not based on historical
facts are "forward-looking statements". Terms such as "anticipates", "believes",
"estimates", "expects", "plans", "predicts", "may", "should", "will", the
negative thereof and similar expressions are intended to identify
forward-looking statements. Such statements are by nature subject to
uncertainties and risks, including but not limited to: our reliance on certain
major clients; the successful combination of revenue growth with operating
expense reduction to result in improved profitability and cash flow; government
regulation and tax policy; economic conditions; competition and pricing;
dependence on our labor force; reliance on technology; telephone and internet
service dependence; the ability, means, and willingness of financial markets to
finance our operations; and other operational, financial or legal risks or
uncertainties detailed in our SEC filings from time to time. Should one or more
of these uncertainties or risks materialize, actual results may differ
materially from those described in the forward-looking statements. We disclaim
any intention or obligation to revise any forward-looking statements whether as
a result of new expectations, conditions or circumstances, or
otherwise.
Where You
Can Find More Information
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information
that we file with the SEC at the SEC's public reference room, 100 F Street, NE,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference room. Our SEC
filings are also available to the public at the Internet site maintained by the
SEC at http://www.sec.gov. You should rely only on the information contained in,
or incorporated by reference as an Annex to, this Information Statement. We have
not authorized anyone else to provide you with different information. You should
not assume that the information in this Information Statement is accurate as of
any date other than August 15, 2008, or such earlier date as is expressly set
forth herein.
(Remainder
of Page Left Intentionally Blank)
EXHIBIT
A
WRITTEN
CONSENT
OF
THE
BOARD
OF DIRECTORS
OF
CAMELOT
ENTERTAINMENT GROUP, INC.
a
Delaware Corporation
The
undersigned, being all of the members of the Board of Directors of Camelot,
Entertainment Group, Inc., a Delaware corporation (the "Corporation"), acting
pursuant to the authority granted by the Delaware General Corporation Laws and
the by-laws of the Corporation, do hereby adopt the following resolutions by
written consent as of this 15th day of August 2008:
REVERSE STOCK
SPLIT
WHEREAS, the undersigned have
determined, after reviewing the number of currently issued and outstanding
shares of Common and Preferred Stock of the Corporation, that it is in the best
interests of the Corporation and its stockholders that every hundred (100)
issued and outstanding shares of Common and Preferred Stock of the Corporation
be automatically split into 1 share of Common and Preferred Stock, respectively
(the "Reverse Split"). The resulting share ownership interest including
resulting fractional shares for each individual stockholder shall be rounded up
to the first whole integer.
WHEREAS, subject to and in
compliance the Delaware General Corporation Laws, it is deemed to be in the best
interests of the Corporation and its stockholders that a record date for the
Reverse Stock Split be set as August 15, 2008 (the "Record Date"), such that all
persons holding shares of Common Stock on the Record Date shall have their
shares of Common and Preferred Stock split applying a ratio of 100 to 1 and that
an effective date for the Reverse Split be set on or about August 29,
2008;
NOW, THEREFORE, BE IT
RESOLVED, that every 100 issued and outstanding shares of Common Stock be
and hereby are automatically split into 1 share of Common Stock, respectively,
and the resultant share ownership be rounded up to the first whole integer;
and
RESOLVED FURTHER, that every
100 issued and outstanding shares of Preferred Stock be and hereby are
automatically split into 1 share of Preferred Stock, respectively, and the
resultant share ownership be rounded up to the first whole integer;
and
RESOLVED FURTHER, that the
Record Date be, and hereby is approved; and
RESOLVED FURTHER, that no
fractional shares of Common Stock of the Corporation shall be issued. No
stockholder of the Corporation shall transfer any fractional shares of Common
Stock of the Corporation. The Corporation shall not recognize on its stock
record books any purported transfer of any fractional share of Common Stock of
the Corporation. Instead, any fractional share shall be rounded to the nearest
first integer whole share. In plain English rounded up to the nearest whole
share; and
RESOLVED FURTHER, that,
subject to the foregoing, the secretary or other appropriate officer of the
Corporation, be and hereby is authorized, empowered and directed, for and on
behalf of the Corporation, to direct the Corporation’s transfer agent to record
the appropriate number of shares of Common and Preferred Stock held by each
stockholder after giving effect to the Reverse Split and to take such further
action as such officer deems necessary or appropriate to effectuate the purposes
of the foregoing resolutions; and
RESOLVED FURTHER, that any
action or actions heretofore taken by any officer of the Corporation for and on
behalf of the Corporation in connection with the foregoing resolutions are
hereby ratified and approved as the actions of the Corporation.
This
Written Consent shall be added to the corporate records of this Corporation and
made a part thereof, and the resolutions set forth above shall have the same
force and effect as if adopted at a meeting duly noticed and held by the Board
of Directors of this Corporation. This Written Consent may be executed in
counterparts and with facsimile signatures with the effect as if all parties
hereto had executed the same document. All counterparts shall be construed
together and shall constitute a single Joint Written Consent.
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/s/
George Jackson
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/s/
Robert Atwell,
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Robert
Atwell, Director
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