0001021408-01-507876.txt : 20011010
0001021408-01-507876.hdr.sgml : 20011010
ACCESSION NUMBER: 0001021408-01-507876
CONFORMED SUBMISSION TYPE: PRE 14C
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011119
FILED AS OF DATE: 20011009
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: GEOALERT INC
CENTRAL INDEX KEY: 0001082540
STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
IRS NUMBER: 912008331
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: PRE 14C
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30658
FILM NUMBER: 1754829
BUSINESS ADDRESS:
STREET 1: 343 W BAGLEY ROAD SUITE 205
CITY: BEREA
STATE: OH
ZIP: 44017
BUSINESS PHONE: 4402607550
MAIL ADDRESS:
STREET 1: 343 W BAGLEY ROAD SUITE 205
CITY: BEREA
STATE: OH
ZIP: 44017
FORMER COMPANY:
FORMER CONFORMED NAME: CORBETT LAKE MINERALS INC
DATE OF NAME CHANGE: 19991202
PRE 14C
1
dpre14c.txt
PRELIMINARY INFORMATION STATEMENT
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[_] Definitive Information Statement
GEOALERT, INC.
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(Name of Registrant As Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[_] Fee computed on table below per Exchange Act Rule 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
Not applicable.
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(2) Aggregate number of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total fee paid: None; no fee required
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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GEOALERT, INC.
343 W. BAGLEY ROAD, SUITE 205
BEREA, OHIO 44017
INFORMATION STATEMENT
Pursuant to Regulation 14C Promulgated Under
The Securities Exchange Act of 1934, as amended
This information statement, which is being mailed on or about November
8, 2001 to holders of record on November 7, 2001 of shares of common stock of
GeoAlert, Inc., a Nevada corporation, is being furnished in connection with the
adoption of a certificate of amendment to GeoAlert's articles of incorporation
through a written consent of the holders of a majority of GeoAlert's outstanding
shares of common stock.
On October 3, 2001, the board of directors approved and recommended
that GeoAlert's articles of incorporation be amended to effect a 3 for 1 forward
stock split of GeoAlert's common stock. The amendment will be approved, not
less than twenty days following the mailing of this information statement to
shareholders of record at the close of business on November 7, 2001, by a
written consent to corporate action executed by the holders of more than a
majority of the issued and outstanding shares of common stock. The written
consent will be executed by Christine N. Bachmann, a director and executive
officer of GeoAlert. Approval by the board of directors and by the holders of a
majority of the issued and outstanding shares of common stock is adequate under
Nevada law to effect the amendment. The amendment will become effective upon
the filing of the written consent with GeoAlert and the filing of the
certificate of amendment with the Secretary of State of the State of Nevada.
GeoAlert anticipates that the filing of the written consent will occur on or
about November 28, 2001.
This information statement is being provided for your informational
purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the record date, there were shares of
common stock issued and outstanding. Each share of common stock entitles its
holder to one vote.
SECURITY OWNERSHIP OF
PRINCIPAL HOLDERS AND MANAGEMENT
The following table presents information with respect to the common stock,
owned on October 8, 2001, by each person known by GeoAlert to own beneficially
more than 5% of GeoAlert's outstanding common stock, each director of GeoAlert,
each of the executive officers of GeoAlert, and all directors and executive
officers as a group, and the percentage of the outstanding shares represented by
that group. The addresses of Christine N. Bachmann and Michael G. Bachmann are
c/o GeoAlert, Inc., 343 W. Bagley Road, Suite 205, Berea, Ohio 44017. The
address of James W. Garrett is 8825 Sanctuary Drive, Kirtland Hills, Ohio 44060.
1
Shares of
Common Stock
Beneficially Percent
Name of Beneficial Owner Owned Owned
-------------------------------------------------------------- ------------------ -------------
Christine N. Bachmann(1)...................................... 8,165,000 52.0%
Michael G. Bachmann(2)........................................ 8,165,000 52.0
James W. Garrett.............................................. 1,905,000 12.1
All directors and executive officers as a group
(2 persons)................................................. 8,165,000 52.0
____________________________
(1) Ms. Bachmann is GeoAlert's Vice President of Operations, Treasurer and
Secretary and is a director of the company.
(2) Mr. Bachmann is GeoAlert's President and is a director of the company. The
ownership of the shares held by his spouse, Christine N. Bachmann, is
attributed to Mr. Bachmann pursuant to Securities and Exchange Commission
rules. As a result, although Mr. and Mrs. Bachmann are shown in the table
above each to own 52.0% of the outstanding shares of common stock of
GeoAlert, in the aggregate they own together 52.0%.
AMENDMENT TO ARTICLES OF INCORPORATION
TO EFFECT A 3 FOR 1 FORWARD STOCK SPLIT
Reason for the Stock Split
GeoAlert believes that its relatively small number of stockholders and
the intermittent trading in the company's stock have resulted in a share price
that may discourage trading and investment in the company. It further believes
that a forward stock split will help alleviate this problem and will put the
company in a better position to raise capital. Accordingly, the board of
directors has adopted a resolution approving a proposal to amend the company's
articles of incorporation to effect a forward stock split.
Manner of Effecting Stock Split
In the stock split, each share of common stock will automatically be
converted into three shares, without any action on the part of the stockholders.
Through written consent, holders of a majority of GeoAlert's outstanding shares
of common stock will approve the amendment. These holders include Christine N.
Bachmann, a director and executive officer of the company. The complete text of
the amendment is Appendix A to this information statement.
Consummation of the stock split will not change the number of shares
of common stock authorized by GeoAlert's articles of incorporation or the par
value of each share of common stock. The aggregate par value of the issued
common stock, however, will be increased. The stock split will become effective
as of 5:00 p.m., Cleveland time, on the date that the certificate of amendment
to GeoAlert's articles of incorporation is filed with the Secretary of State of
the State of Nevada. Stockholders have no right under Nevada law or under
GeoAlert's articles of incorporation or by-laws to dissent to the stock split.
2
Exchange of Stock Certificates
As soon as practical after the effective date, The Nevada Agency and
Trust Company will mail a letter of transmittal to each holder of record of
stock certificates which represent issued common stock outstanding on the
effective date. The letter of transmittal will contain instructions for the
surrender of these certificates to The Nevada Agency and Trust Company in
exchange for certificates representing the number of whole shares of common
stock into which the shares of common stock have been converted by the stock
split. No new certificates will be issued to a stockholder until he or she has
surrendered his or her outstanding certificates, together with the letter of
transmittal to The Nevada Agency and Trust Company. Stockholders will not be
required to pay a transfer fee or any other fee in connection with the exchange
of certificates. Stockholders should not submit any certificates to The Nevada
Agency and Trust Company until requested to do so.
Potential Effects of Stock Split
GeoAlert anticipates that the increase in the number of outstanding
shares of its common stock resulting from the stock split will place the market
price of its common stock in a range that may better facilitate trading. A
lower market price should make GeoAlert stock a more attractive investment, thus
helping the company in its capital raising endeavors.
Stockholders should note that the effect of the stock split upon the
price of GeoAlert's common stock cannot be accurately predicted. In particular,
there can be no assurance that the price for shares of common stock immediately
after the stock split will be one-third the price of shares of common stock
immediately prior to the stock split. Furthermore, there can be no assurance
that the stock split will not adversely impact the price of the common stock or,
alternatively, that any decrease in price of the common stock immediately after
the stock split will be sustained for a prolonged period of time.
As a result of the stock split, the number of whole shares of common
stock held by stockholders of record as of the close of business on the
effective date will automatically, without any action required by the
stockholders, be equal to the number of shares of common stock held immediately
prior to the close of business on the effective date multiplied by three. The
stock split will not affect any stockholder's percentage ownership interest in
GeoAlert or proportional voting power.
Effect of Stock Split on Outstanding Stock Options
GeoAlert is currently subject to certain obligations to issue shares
of common stock through the exercise of outstanding stock options. Under the
terms of the agreements relating to these securities, the number of shares of
common stock issuable pursuant to these securities and the per share exercise
price, will automatically be adjusted for the stock split. Thus, for every
share of common stock before the stock split, the holders of these securities
will, upon exercise of the security, receive three shares of common stock after
the stock split for the same aggregate amount of consideration paid.
Federal Income Tax Consequences
The following discussion of the material federal income tax
consequences of the forward stock split is based on the Internal Revenue Code,
the applicable Treasury regulations, judicial authority and current
administrative rulings and practices, all as in effect on the date of this
information statement. GeoAlert has not sought and will not seek an opinion of
counsel or a ruling from the Internal Revenue Service regarding the federal
income tax consequences of the forward stock split. This discussion is for your
general information purposes only and you are urged to consult your tax advisor
to determine the particular consequences to you.
3
GeoAlert should not recognize any material gain or loss from the stock
split, and no material gain or loss should be recognized by a stockholder. The
aggregate tax basis of the shares of common stock held by a stockholder
following the stock split will equal the stockholder's aggregate basis in the
common stock immediately prior to the stock split and generally will be
allocated among the shares of common stock held following the stock split on a
pro rata basis.
BY ORDER OF THE BOARD OF DIRECTORS
Christine N. Bachmann, Secretary
4
APPENDIX A
The proposed amendment to GeoAlert's articles of incorporation, which will
replace article four of the articles of incorporation in its entirety, is as
follows:
"The total authorized capital stock of the corporation shall be Two Hundred
Million (200,000,000) shares of which number all such shares shall be
shares of common stock, par value $0.001 per share (the "common stock").
The total authorized capital stock of the corporation shall not be changed
by the transaction described below.
At the time this Certificate of Amendment becomes effective, and without
any further action on the part of the corporation or its stockholders, each
one (1) share of common stock then issued and outstanding, shall be changed
and reclassified into three (3) fully paid and nonassessable shares of
common stock. The capital account of the corporation shall not be increased
or decreased by such change and reclassification. To reflect the said
change and reclassification, each certificate representing shares of common
stock theretofore issued and outstanding, shall represent three (3) times
the number of shares of common stock, issued and outstanding after such
change and reclassification; and the holder of record of each such
certificate shall be entitled to receive a new certificate representing a
number of shares of common stock of the kind authorized by this amendment,
equal to three (3) times the number of shares represented by said
certificate for theretofore issued and outstanding shares, so that upon
this amendment becoming effective, each holder of record of one (1) share
of the common stock shall have, or be entitled to, a certificate
representing three (3) shares of common stock of the kind authorized by
this amendment.
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of
Directors."
A-1
[LETTERHEAD OF CALFEE, HALTER & GRISWOLD LLP]
October 9, 2001
VIA EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Preliminary Information Statement on Schedule 14C of GeoAlert, Inc.
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On behalf of GeoAlert, Inc., a Nevada corporation, enclosed herewith for
filing, pursuant to the electronic data gathering, analysis and retrieval system
of the Securities and Exchange Commission, is GeoAlert's preliminary information
statement on Schedule 14C. This preliminary information statement concerns a
three-for-one forward stock split for GeoAlert's common stock.
Please direct any questions regarding this filing to the undersigned at
(216) 622-8643.
Very truly yours,
/s/ James E. Barnett
James E. Barnett
Enclosure