UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box: |
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Preliminary
information statement |
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Confidential,
for use of the Commission |
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only (as permitted
by Rule 14c-5(d)(2)) |
[X] |
Definitive information
statement |
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SALEEN
AUTOMOTIVE, INC.
(Name
of Registrant as Specified in Charter)
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of Filing Fee (Check the appropriate box):
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[X] |
No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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Aggregate
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(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): |
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N/A |
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Fee
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(1) |
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SALEEN
AUTOMOTIVE, INC.
2735
Wardlow Road
Corona,
CA 92882
To the Holders
of Common Stock of
Saleen Automotive,
Inc.:
Saleen
Automotive, Inc., a Nevada corporation (the “Company”), on June 19, 2015, obtained written consents from stockholders
holding a majority of the outstanding voting stock of the Company to approve an amendment of the Company’s articles of incorporation,
as amended, to increase the number of authorized shares of common stock from 500,000,000 to 2,500,000,000.
The
details of the foregoing actions and other important information are set forth in the accompanying Information Statement. The
board of directors of the Company has unanimously approved the above actions.
Under
Section 78.320 of the Nevada Revised Statutes, action by stockholders may be taken without a meeting, without prior notice, by
written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders
holding a majority of the outstanding shares of voting stock of the Company approved the foregoing actions. No other vote or stockholder
action is required. You are hereby being provided with notice of the approval of the foregoing actions by less than unanimous
written consent of the stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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By
Order of the Board of Directors, |
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/s/
Steve Saleen |
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Steven Saleen |
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Director |
Corona,
CA
September
29, 2015
SALEEN
AUTOMOTIVE, INC.
INFORMATION
STATEMENT
CONCERNING
CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT
OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
General
Information
This
Information Statement is being furnished to the stockholders of Saleen Automotive, Inc., a Nevada corporation (“Company,”
“we,” “us” or “our”), to advise them of the corporate action described herein, which has been
authorized by the written consent of stockholders owning a majority of the Company’s voting stock, in accordance with the
requirements of the Nevada Revised Statutes.
This
Information Statement will first be mailed to stockholders on or about September 9, 2015 and is being furnished for informational
purposes only.
Our
board of directors has determined that the close of business on June 19, 2015 was the record date (“Record Date”)
for the stockholders entitled to notice about the actions authorizing the amendment of our articles of incorporation to increase
the number of authorized shares of common stock from 500,000,000 to 2,500,000,000. The foregoing amendment is referred to herein
as the “Action.”
Under
Section 78.320 of the Nevada Revised Statutes, any action required or permitted by the Nevada Revised Statutes to be taken at
a meeting of stockholders of a Nevada corporation may be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.
As
of the Record Date, Steve Saleen, Molly Saleen and Michaels Law Group, who then owned of record approximately 384,211.645 shares
of our Super Voting Preferred Stock (“Super Voting Preferred Stock”) and 4,203,681 shares of our common stock (“Common
Stock”), representing 53.4% of our outstanding shares of voting stock as of the Record Date, executed and delivered to us
a written consent authorizing and approving the Action.
Accordingly,
the Action has been approved by the holders of a majority of our outstanding shares of voting stock and no further vote or further
action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the
Action by less than unanimous written consent of our stockholders. However, under federal law, the Action will not be effective
until at least 20 days after this Information Statement has first been sent to stockholders. Stockholders do not have any dissenter
or appraisal rights in connection with the Action.
On
June 19, 2015, our board of directors approved the amendment of our articles of incorporation to increase the number of authorized
shares of Common Stock from 500,000,000 to 2,500,000,000 and authorized our officers to deliver this Information Statement.
Our
executive offices are located at 2735 Wardlow Road, Corona, California 92882, and our telephone number is (800) 888-8945.
Interest
of Persons in Matters to be Acted Upon
No
officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Actions other
than as discussed herein.
VOTING
SECURITIES
At
the time of the stockholder action our issued and outstanding voting securities consisted of shares of Common Stock and Super
Voting Preferred Stock. There were 343,041,168 shares of Common Stock issued and outstanding as of the Record Date and 384,211.645
shares of Super Voting Preferred Stock issued and outstanding as of the Record Date.
The
rights of Super Voting Preferred Stock are set forth in the Certificate of Designations which became effective on June 12, 2015.
The holders of shares of Super Voting Preferred Stock are entitled to vote together with the holders of Common Stock, as a single
class, upon all matters submitted to holders of Common Stock for a vote.
Each
share of Common Stock is entitled to one vote on all matters submitted to the holders of Common Stock for their approval. Each
share of Super Voting Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which
it is convertible at the applicable record date. On the Record Date, each share of Super Voting Preferred Stock was convertible
into 1,000 shares of Common Stock, and therefore, was entitled to 1,000 votes. The written consent of a majority of the outstanding
shares of Common Stock and the outstanding shares of Super Voting Preferred Stock, voting together as a single class on an as-converted
to common stock basis, was necessary to authorize the Action described herein.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding Common Stock beneficially owned on the Record Date for (i) each stockholder
known to be the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each executive officer and director and
(iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of
a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to
direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person
has the right to acquire beneficial ownership within 60 days, through the exercise of a warrant or stock option, conversion of
a convertible security or otherwise. Unless otherwise indicated, each person in the table will have sole voting and investment
power with respect to the shares shown. For purposes of this table, shares not outstanding which are subject to issuance on exercises
of stock options, conversion of Super Voting Common Stock or outstanding convertible promissory notes that are held by one or
more person(s) are deemed to be outstanding for the purpose of computing the percentage(s) of outstanding shares beneficially
owned by such person(s) but are not deemed to be outstanding for the purpose of computing the percentage for any other person.
The table assumes a total of 343,041,168 shares of Common Stock outstanding as of the Record Date.
Name of Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Percentage of Shares Outstanding | |
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Executive Officers and Directors: | |
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Steve Saleen (1) | |
| 302,133,875 | | |
| 46.8 | % |
David Fiene | |
| 98,939 | | |
| * | |
Jeffrey Kraws (2) | |
| 166,667 | | |
| * | |
Joe Amato (2) | |
| 166,667 | | |
| * | |
All directors and executive officers as a group (3) | |
| 302,566,148 | | |
| 46.9 | % |
| (1) | Consists
of shares of Common Stock that may be acquired in the event of the conversion of 302,133.875
shares of Super Voting Common Stock within 60 days of the Record Date. Assuming the conversion
of the remaining outstanding shares of Super Voting Common Stock, which are convertible
into 384,211,645 shares of Common Stock, Mr. Saleen owns 41.5% of our outstanding voting
securities. |
| (2) | Consists
of shares of Common Stock issuable upon the exercise of stock options which are currently
exercisable or will become exercisable within 60 days of the Record Date. |
| (3) | Includes
of 302,133,875 shares of Common Stock that may be acquired in the event of the conversion
of 302,133.875 shares of Super Voting Common Stock within 60 days of the Record Date,
and 333,334 shares of Common Stock issuable upon the exercise of stock options which
are currently exercisable or will become exercisable with 60 days of the Record Date. |
INCREASE
IN AUTHORIZED COMMON STOCK
We
are currently authorized by our articles of incorporation to issue 500,000,000 shares of Common Stock. As of the Record Date,
there were 343,041,168 shares of Common Stock issued and outstanding. In addition, we are currently authorized by our articles
of incorporation to issue 1,000,000 shares of preferred stock, all of which have been designated Super Voting Preferred Stock.
As of the Record Date, there were 384,211.645 shares of Super Voting Preferred Stock outstanding, convertible into 384,211,645
shares of Common Stock. In addition, on the Record Date, there were outstanding convertible promissory notes convertible (excluding
accrued interest through maturity) into 512,117,518 shares of Common Stock at conversion prices ranging from $0.0006 to $0.03
per share (collectively, the “Notes”). We are also required to reserve approximately 896,325,753 shares of Common
Stock in connection with the conversion of the Notes.
Pursuant
to our Certificate of Designation, each share of Super Voting Preferred Stock will immediately and automatically convert into
1,000 shares of Common Stock at such time that we file an amendment to our articles of incorporation effecting an increase in
the authorized shares of Common Stock, such that we have a sufficient number of authorized and unissued shares of Common Stock
to permit the conversion of all outstanding shares of Super Voting Preferred Stock.
We
are increasing our authorized shares of Common Stock so that we have a sufficient number of authorized and unissued shares of
Common Stock to permit the conversion of all outstanding shares of Super Voting Preferred Stock into Common Stock and the conversion
of the Notes into Common Stock. Upon the filing of the amendment to our articles of incorporation, as amended, effecting the increase
in the authorized shares of Common Stock, the 381,211.645 outstanding shares of Super Voting Preferred Stock will immediately
and automatically convert into 381,211,645 shares of Common Stock. Upon the automatic conversion of Super Voting Preferred Stock,
Super Voting Preferred Stock will cease to be designated as a separate series of our preferred stock.
In
addition to the foregoing, we are increasing our authorized shares of Common Stock because we will likely be required, in connection
with the ongoing operation of our business, to issue shares of Common Stock, options, awards and warrants in connection with employee
benefit and incentive plans (including our 2013 Omnibus Incentive Plan) and employment arrangements, for financing our future
operations, for acquiring other businesses, for forming strategic partnerships and alliances, and for stock dividends and stock
splits. No such specific issuances are currently anticipated.
Accordingly,
our board of directors believes it is in our best interests and the best interests of our stockholders to increase the number
of authorized shares of Common Stock to provide a sufficient number of authorized and reserved shares to allow for (i) the conversion
of Super Voting Preferred Stock and the Notes into Common Stock and (ii) the issuance of shares of Common Stock or other securities
in connection with employee benefit and incentive plans (including our 2013 Omnibus Incentive Plan) and arrangements, the financing
of our operations, the acquisition of other businesses, the establishment of joint ventures, and such other purposes as our board
of directors determines.
The
increase in the number of authorized shares of Common Stock to a level that continues to provide a meaningful number of authorized
but unreserved shares will permit our board of directors to issue additional shares of Common Stock without further approval of
our stockholders, and our board of directors does not intend to seek stockholder approval prior to any issuance of the authorized
capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance
of additional shares of Common Stock may result in substantial dilution to our existing stockholders, and such issuances may not
require stockholder approval.
Although
from time to time we review various transactions that could result in the issuance of shares of Common Stock, other than shares
of Common Stock issuable upon the conversion of the Super Voting Preferred Stock and the Notes, we have not reviewed any specific
transaction to date that we presently anticipate will result in a further issuance of shares of Common Stock.
Other
than limited provisions under the laws of Nevada, we do not have in place provisions which may have an anti-takeover effect. The
increase in the number of authorized shares of Common Stock to provide a sufficient number of authorized but unreserved shares
to allow for the issuance of shares of Common Stock under various scenarios may be construed as having an anti-takeover effect
by permitting the issuance of shares of Common Stock to purchasers who might oppose a hostile takeover bid or oppose any efforts
to amend or repeal certain provisions in our articles of incorporation, as amended, or bylaws. The increase in the authorized
number of shares of Common Stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain
control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not
take such action to increase the authorized shares of Common Stock to enable us to frustrate any efforts by another party to acquire
a controlling interest or to seek representation on our board of directors.
The
issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and on the equity and voting power
of existing holders of Common Stock. It may also adversely affect the market price of Common Stock. However, if additional shares
are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans,
the market price of Common Stock may increase.
The
holders of Common Stock are entitled to receive dividends when, as, and if declared by our board of directors out of funds legally
available therefor. While we declared and paid a dividend to holders of record of Common Stock as of May 23, 2013, we do not intend
to declare and pay dividends in the near future. In the event of our liquidation, dissolution or winding up, the holders of Common
Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock having preference over Common Stock. Holders of Common Stock have no conversion,
preemptive or other subscription rights, and there are no redemption provisions applicable to Common Stock. The holders of Common
Stock are entitled to one vote for each share held of record on all matters to be voted on by our stockholders.
On
the Record Date, the amendment of our articles of incorporation, as amended, to increase the number of authorized shares of Common
Stock to 2,500,000,000 was approved by the written consent of stockholders representing approximately 53.4% of our outstanding
voting stock. On June 19, 2015, our board of directors approved such amendment. The approval of the amendment of our articles
of incorporation, as amended, to authorize the increase of the number of authorized shares of Common Stock to 2,500,000,000 required
such board approval and the affirmative vote of stockholders representing a majority of our outstanding voting securities. Such
requirements have been met, so no vote or further action of our stockholders is required to approve the amendment of our articles
of incorporation to authorize the increase of the number of authorized shares of Common Stock to 2,500,000,000. You are hereby
being provided with notice of the approval of such amendment by less than unanimous written consent of our stockholders. The form
of the Certificate of Amendment to Articles of Incorporation of Saleen Automotive, Inc. setting forth the amendment is attached
to this Information Statement as Exhibit A.
Promptly
after the twentieth day after the date this Information Statement has first been sent to stockholders, we intend to take all other
required actions to complete the amendment of our articles of incorporation to increase the number of authorized shares of Common
Stock to 2,500,000,000 consistent with the foregoing.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
are delivering this Information Statement to all stockholders of record as of the Record Date. Stockholders residing in the same
household who hold their shares in the name of a bank, broker or other holder of record may receive only one Information Statement
if previously notified by their bank, broker or other holder. This process, by which only one Information Statement is delivered
to multiple security holders sharing an address, unless contrary instructions are received from one or more of the security holders,
is called “householding.” Householding may provide convenience for stockholders and cost savings for companies. Once
begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within
the household.
Copies
of this Information Statement are available promptly by calling (800) 888-8945, or by writing to Saleen Automotive, Inc., Attn:
Investor Relations, 2735 Wardlow Road, Corona, CA 92882. If you are receiving multiple copies of this Information Statement, you
also may request orally or in writing to receive a single copy of this Information Statement by calling (800) 888-8945, or by
writing to Saleen Automotive, Inc., Attn: Investor Relations, 2735 Wardlow Road, Corona, CA 92882.
SALEEN
AUTOMOTIVE, INC. |
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Corona, CA |
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September 29,
2015 |
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
SALEEN
AUTOMOTIVE, Inc.