SCHEDULE
14C
(RULE
14C-101)
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
x
Preliminary
Information Statement
o
Definitive
Information Statement
o
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
Cyberlux
Corporation
(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 the 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) 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:
CYBERLUX
CORPORATION
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
North Carolina 27703
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
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.
Durham,
North Carolina
*,
2009
This
information statement has been mailed on or about *, 2009 to the stockholders of
record on *, 2009 (the “Record Date”) of Cyberlux Corporation, a Nevada
corporation (the "Company") in connection with certain actions to be taken by
the written consent by the majority stockholders of the Company, dated as of
April 3, 2009. The actions to be taken pursuant to the written
consent shall be taken on or about *, 2009, 20 days after the mailing of this
information statement.
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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/s/ John
W. Ringo
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Chairman of
the Board
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NOTICE
OF
ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL
MEETING OF THE STOCKHOLDERS, DATED APRIL 3, 2009
To Our
Stockholders:
NOTICE IS
HEREBY GIVEN that the following action will be taken pursuant to a written
consent of a majority of stockholders dated April 3, 2009, in lieu of a special
meeting of the stockholders. Such action will be taken on or about *,
2009:
1. To
Amend the Company's Articles of Incorporation, as amended, to increase the
number of authorized shares of common stock, par value $.001 per share (the
“Common Stock”), of the Company from 950,000,000 shares to 1,450,000,000 shares
and to increase the number of authorized shares of preferred stock, par value
$.001(the “Preferred Stock”) from 5,000,000 shares to 10,000,000
shares.
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the
Record Date, the Company's authorized capitalization consisted
of 950,000,000 shares of Common Stock, of which 944,955,532 shares
were issued and outstanding as of the Record Date. Holders of Common Stock of
the Company have no preemptive rights to acquire or subscribe to any of the
additional shares of Common Stock. As of the Record Date, the Company also had
4,650,000 shares of Series B preferred stock issued and outstanding. Each share
of Series B preferred stock is entitled to voting rights equal to ten times the
number of shares of Common Stock such holder of Series B Preferred Stock would
receive upon conversion of such holder's shares of Series B Preferred Stock. The
conversion price is $0.10 per share.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders. However, as a result of the voting rights of the Series B
preferred stockholders who hold forty nine percent of the voting rights of all
outstanding shares of capital stock as of April 3, 2009, will have voted in
favor of the foregoing proposals by resolution dated April 3, 2009; and, along
with certain employees and shareholders, having sufficient voting power to
approve such proposals through their ownership of capital stock, no stockholder
consents other than those listed below will be solicited in connection with this
Information Statement., Alan H. Ninneman holds 1,007,547 shares of Series B
preferred stock, John W. Ringo holds 1,283,019 shares of Series B preferred
stock , Mark D. Schmidt holds 1,627,359 shares of Series B preferred stock and
David D. Downing holds 732,075 shares of Series B preferred stock. Combined,
they hold 465,000,000 votes out of a total of 950,000,000 possible
votes on each matter submitted to the stockholders., Alan H. Ninneman, John W.
Ringo, Mark D. Schmidt, David D. Downing Richard Brownand Larson J. Isely are
the shareholders who will have voted in favor of the foregoing proposals by
resolution dated April 3, 2009.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposal will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated
herein will be effected on or about the close of business on *,
2009.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to stockholders pursuant to
Section 78.370 of the Nevada General Corporation Law.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
following tables sets forth, as of April 3, 2009, the number of and
percent of the Company's common stock beneficially owned by
o all
directors and nominees, naming them,
o our
executive officers,
o our
directors and executive officers as a group, without naming them,
and
o persons
or groups known by us to own beneficially 5% or more of our common
stock:
The
Company believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock
beneficially owned by them.
A person
is deemed to be the beneficial owner of securities that can be acquired by him
within 60 days from April 3, 2009 upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person, and which are exercisable
within 60 days of April 3, 2009 have been exercised and converted.
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NAME
AND ADDRESS OF OWNER
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TITLE
OF CLASS
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NUMBER
OF SHARES BENEFICIALLY OWNED (1)
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PERCENTAGE
OF CLASS
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TOTAL
VOTES ENTITLED TO BE CAST ON SHAREHOLDER MATTERS (3)
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PERCENTAGE
OF TOTAL VOTES ON SHAREHOLDER MATTERS (4)
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Mark
D. Schmidt
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Common
Stock
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16,128,280(5)
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1.71%
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178,894,180(5)
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18.93%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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Alan
H. Ninneman
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Common
Stock
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9,892,986(6)
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1.05%
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110,647,686(6)
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11.71%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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John
W. Ringo
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Common
Stock
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9,752,986(7)
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1.03%
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138,054,886(7)
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14.61%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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David
D. Downing
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Common
Stock
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8,500,000(8)
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0.90%
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81,707,500(8)
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8.65
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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Richard
P. Brown
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Common
Stock
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11,628,980
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1.23%
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11,628,980
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1.23%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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Larson
J. Isely
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Common
Stock
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8,250,000
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0.87%
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8,250,000
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0.87%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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Marietta,
OH 45750
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All
Officers,Directors, and
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Common
Stock
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64,153,232
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8.48%
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(9)529,153,232
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56.00
%
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Employees
and Shareholders
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As
a Group (6 persons)
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Mark
D. Schmidt
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Preferred
B
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1,627,359(5)
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44.59%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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Alan
H. Ninneman
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Preferred
B
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1,007,547(6)
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27.60%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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John
W. Ringo
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Preferred
B
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1,283,019(7)
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35.15%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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David
D. Downing
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Preferred
B
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732,075(8)
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20.06%
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4625
Creekstone Drive, Suite 130
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Research
Triangle Park
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Durham,
NC 27703
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(1)
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of April 3, 2009 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.
(2) For
purposes of calculating the percentage beneficially
owned, the number of
shares of each class of stock deemed
outstanding include
944,955,532 common shares and 4,650,000 Preferred "B" Shares outstanding as
of April 3, 2009.
(3) This
column represents the total number of votes each named shareholder is entitled
to vote upon matters presented to the shareholders for a
vote.
(4) For
purposes of calculating the percentage of total votes on shareholder matters,
the total number of votes entitled to vote on matters submitted to shareholders
is 1,234,955,412, which includes: one vote for each share of common stock
currently outstanding (944,955,532 ); and 100 votes for each share of Series B
preferred stock outstanding (4,650,000 shares of Series B stock * 100
=.465,000,000).
(5)
Includes 1,627,359 shares of Series B convertible preferred stock convertible
into 16,275,590 shares of common stock and the right to cast 162,765,900
votes.
(6)
Includes 1,007,547shares of Series B convertible preferred stock convertible
into 10,075,470 shares of common stock and the right to cast
100,754,700 votes.
(7)
Includes 1,283,019 shares of Series B convertible preferred stock convertible
into 12,830,190 shares of common stock and the right to cast 128,301,900
votes.
(8)
Includes 732,075 shares of Series B convertible preferred stock convertible into
7,320,750 shares of common stock and the right to cast 73,207,500
votes.
(9)
Includes 4,650,000 shares of Series B convertible preferred stock convertible
into 46,500,000 shares of common stock and the right to cast 465,000,000
votes.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
On April 3, 2009, the majority
stockholders of the Company approved an amendment to the Company’s Articles of
Incorporation, as amended, to increase the number of authorized shares of Common
Stock from 950,000,000 to 1,450,000,000 and to increase the number of authorized
shares of Preferred Stock from 5,000,000 to 10,000,000. The Company
currently has authorized capital stock of 950,000,000 shares and approximately
944,955,532 shares of Common Stock are outstanding and has authorized preferred
stock of 5,000,000 and approximately 4,800,29.9806 shares of Preferred Stock are
outstanding as of April 3, 2009. The Board believes that the increase
in authorized common and preferred shares would provide the Company greater
flexibility with respect to the Company’s capital structure for such purposes as
additional equity financing, and stock based acquisitions.
INCREASE
IN AUTHORIZED COMMON STOCK
The terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any un-issued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares
of Common Stock will remain unchanged under this amendment.
As of the
Record Date, a total of 944,955,532 shares of the Company's currently authorized
950,000,000 shares of Common Stock are issued and
outstanding. The increase in the number of authorized but un-issued
shares of Common Stock would enable the Company, 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
proposed increase in the authorized number of shares of Common Stock could have
a number of effects on the Company's stockholders depending upon the exact
nature and circumstances of any actual issuances of authorized but un-issued
shares. The increase 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
the Company more difficult. For example, additional shares could be
issued by the Company so as to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company, even if the persons seeking to
obtain control of the Company offer an above-market premium that is favored by a
majority of the independent shareholders. Similarly, the issuance of
additional shares to certain persons allied with the Company's management could
have the effect of making it more difficult to remove the Company's current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. The Company does not have any other provisions
in its articles or incorporation, by-laws, employment agreements, credit
agreements or any other documents that have material anti-takeover
consequences. Additionally, the Company has no plans or proposals to
adopt other provisions or enter into other arrangements, except as disclosed
below, that may have material anti-takeover consequences. The Board
of Directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented with the intent
that it be utilized as a type of anti- takeover device.
There are currently no plans,
arrangements, commitments or understandings for the issuance of the additional
shares of Common Stock which are proposed to be authorized:
ADDITIONAL
INFORMATION
As a reporting company, we are subject
to the informational requirements of the Exchange Act and accordingly file our
annual report on Form 10-KSB, quarterly reports on Form 10-QSB,
current reports on Form 8-K, proxy statements and other information with
the SEC. The Public may read and copy any materials filed with the SEC at the
SEC’s Public Reference Room at
100 F Street, NE
,
Washington
,
DC
20549
. Please call the SEC at
(800) SEC-0330 for further information on the Public Reference Room. As an
electronic filer, our public filings are maintained on the SEC’s Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is http://www.sec.gov. In addition, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act may be accessed free of charge through our website as
soon as reasonably practicable after we have electronically filed such material
with, or furnished it to, the SEC. The address of that website is
http://www.cyberlux.com.
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By Order of the Board of
Directors,
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By:
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/s/ John
W. Ringo
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John
W. Ringo
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Chairman
of the Board
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Durham,
North Carolina
April 3,
2009
EXHIBIT
A
Ross
Miller
Secretary
of State
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775 684
5708
Website:
secretaryofstate.biz
_______________________________
Certificate of
Amendment
(PURSUANT
TO NRS 78.385 AND 78.390
_______________________________
Certificate of Amendment to
Articles of Incorporation
For Nevada Profit
Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name
of Corporation:
Cyberlux
Corporation
2. The
articles have been amended as follows (provide article numbers, if
available):
Article
four has been amended to state that the total number of shares of stock of each
class which the Corporation shall have authority to issue and the par value of
each share of each class of stock are as follows:
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Class
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Par
Value
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Authorized
Shares
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Common
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$
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0.001
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1,450,000,000
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Preferred
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$
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0.001
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10.000.000
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Total
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1,460,000,000
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3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes of
series, or as may by the provisions of the* articles of incorporation have voted
in favor of the amendment is:
56
%
4. Effective
date of filing (optional)
(must
not be later than 90 days after the certificate is filed)
5. Officer
Signature
(Required_: X_____________________________
* If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, the the amendment must
be approved by vote. In addition to the affirmative vote otherwise required, of
the holders of shares representing a majority of the voting power of each class
or series affected by the amendment regardless of limitations or restrictions on
the voting power thereof.
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