0001415889-13-001024.txt : 20130520 0001415889-13-001024.hdr.sgml : 20130520 20130520162116 ACCESSION NUMBER: 0001415889-13-001024 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130520 FILED AS OF DATE: 20130520 DATE AS OF CHANGE: 20130520 EFFECTIVENESS DATE: 20130520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STW RESOURCES HOLDING CORP. CENTRAL INDEX KEY: 0001357838 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-52654 FILM NUMBER: 13858630 BUSINESS ADDRESS: STREET 1: 619 WEST TEXAS AVENUE STREET 2: SUITE 126 CITY: MIDLAND, STATE: TX ZIP: 79701 BUSINESS PHONE: 432-686-7777 MAIL ADDRESS: STREET 1: 619 WEST TEXAS AVENUE STREET 2: SUITE 126 CITY: MIDLAND, STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: STW Global, Inc. DATE OF NAME CHANGE: 20100302 FORMER COMPANY: FORMER CONFORMED NAME: Woozyfly Inc. DATE OF NAME CHANGE: 20081006 FORMER COMPANY: FORMER CONFORMED NAME: PET EXPRESS SUPPLY INC DATE OF NAME CHANGE: 20060330 DEF 14C 1 stwsdef14cmay202013.htm stwsdef14cmay202013.htm
SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary Information Statement [ ]Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2)

[ X ] Definitive Information Statement

STW RESOURCES HOLDING CORP.
(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 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:

$___________
[ ] 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, of 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:

_______________________
 
 
 
 
 
[To be mailed to stockholders on or about May 22, 2013].

STW Resources Holding Corp.
619 West Texas Ave., STE 126
Midland, Texas 79701
 
To the Stockholders of STW Resources Holding Corp. (“STW”):

Enclosed is an Information Statement that we are sending to you in connection with the approval of an amendment to STW’s Certificate of Incorporation to increase the authorized number of shares of Common Stock, $.001 par value per share, from 100,000,000 to 250,000,000 as described in the attached Information Statement.

Our Board of Directors has already approved the transaction. The stockholders who collectively hold a majority of the voting power of our Common Stock have already approved the transaction by written consent, to be effective twenty (20) days from the date of the Information Statement. Therefore, this Information Statement is being sent to you for informational purposes only. We are not asking for a proxy or vote on any of the matters described in this Information Statement.

We encourage you to read this Information Statement carefully.

Sincerely,

Stanley T. Weiner, President and Chief Executive Officer – May 22, 2013

STW Resources Holding Corp.
619 West Texas Ave., STE 126
Midland, Texas 79701
_____________________________

INFORMATION STATEMENT
AND
NOTICE OF ACTION TAKEN WITHOUT A MEETING

Dated May 22, 2013

This Information Statement and Notice of Action Taken Without a Meeting (collectively, the "Information Statement") is furnished to the stockholders of STW Resources Holding Corp. (the "Company" or "STW"), a Nevada corporation, to provide information with respect to an action taken by written consent of the holders of a majority of the outstanding shares of the Company's Common Stock that were entitled to vote on such action. This Information Statement also constitutes notice of action taken without a meeting as required by Title 8, Chapter 1, Subchapter VII, Section 228 of the Nevada General Corporation Law.

The written consent approved an amendment to STW’s Certificate of Incorporation to increase the authorized number of shares of Common Stock, $.001 par value per share (the "Common Stock"), from 100,000,000 to 250,000,000. Stockholders holding a majority of the outstanding shares of our Common Stock have signed the written consent. Therefore, all required corporate approvals of the transaction have been obtained, subject to furnishing this notice and effective 20 days from the date of this notice. This Information Statement is furnished solely for the purpose of informing stockholders of this corporate action in the manner required by Rule 14c-2(b) under the Securities Exchange Act of 1934.

We Are Not Asking You for a Proxy and You Are Requested Not to Send Us a Proxy.

The record date for determining stockholders entitled to receive this Information Statement has been established as of the close of business on January 28, 2013. As of the record date, we had 96,308,598 shares of Common Stock issued and outstanding. Each share of our Common Stock entitles its holder to one vote on all matters submitted to a vote of the stockholders.
 
 
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APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
 
Our Board of Directors has unanimously adopted an amendment to our Certificate of Incorporation to increase the authorized number of shares of our Common Stock from 100,000,000 shares to 250,000,000.

The general purpose of increasing the number of authorized shares of Common Stock is to provide additional authorized shares which may be issued for future financings, upon the exercise of options and warrants and for acquisitions and such other corporate purposes as the Board of Directors determines in its discretion. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options and other equity benefits under our employee benefit plans. Specific reasons necessitating the increase in authorized shares also include the following:

    A.           On January 8, 2013, the Board approved the Company entered into an Equity Exchange Agreement with Black Pearl Enterprises, LLC to acquire a 10% interest in Black Wolf Enterprises, LLC, which required 7,000,000 shares of the Company’s common stock to be issued to Black Pearl Enterprises, LLC, with the following proviso: “…that upon the filing of the certificate of amendment to the Company’s Articles of Incorporation, as amended, increasing the authorized number of shares of common stock, the Board hereby approves and authorize the issuance of 7,000,000 shares of common stock to Black Pearl in accordance with the Black Pearl Equity Exchange Agreement.”

    B.           On March 5, 2013, STW’s Board approved three matters, all of which required the Company to increase its authorized shares of common stock from 100,000,000 shares to 250,000,000 shares.  Those three matters are the following:

       B.1           Approval of the filing of an amendment to the Company’s corporate charter to designate 300,000 shares of Series A-1 Contingent Redeembable Preferred Stock.  If the conversion features of these preferred shares were fully exercised, it the Company would have inadequate shares of the Company’s common stock without the authorized share increase.

       B.2.           Approval of STW entering into a group of independent contractor consultant agreements approved by its Board, all of which require the issuance of approximately 2.1 million of the Company’s common stock, and warrants to purchase 2.0 million shares of the Company’s common stock.

       B.3.           Payment of approximately 4,837,500 shares of the Company’s common stock to the Company’s Directors and Advisory Board Members for their 2012 compensation, in lieu of cash payments.  Both of these approved stock issuances were with the following proviso from the Board that the shares could be issued “when certified by Company Management as earned and authorized by said agreements and the Company’s authorized shares of common stock have been increased to 300,000,000 shares.”

    C.           In addition, the Company has outstanding warrants, though currently, well “out of the money” for exercising them, if later fully exercised, will require additional authorized shares of the Company’s common stock to be available for issuance.

The increase in the number of authorized shares of Common Stock would enable us to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders.

Specifically, STW has 100,000,000 common shares authorized and 96,308,598 shares issued and outstanding, leaving only 3,691,402 shares available for acquisitions and/or financing transactions. This is an insufficient amount of additionally authorized shares necessary for the Company to be able to respond to its current contractual commitments, director and advisory board member compensation, and current and anticipated financing and equity rounds.
 
 
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After filing the amendment, the Board of Directors is authorized to issue any of the additional shares of Common Stock at such times, to such persons and for such consideration as it may determine in its discretion, except as may otherwise be required by applicable law or the rules of any exchange on which the Common Stock may be listed. At the present time, the Common Stock is listed on the OTC Markets, Pink Sheets, under the symbol “STWS”. When and if they are issued, the additional shares of Common Stock would have the same rights and privileges as the presently outstanding shares of Common Stock.
 
One result of an increase in the number of shares of authorized common stock may be to help the Board of Directors discourage or render more difficult a change in control. For example, the additional shares could be issued to dilute the voting power of, create voting impediments for, or otherwise frustrate the efforts of, persons seeking to effect a takeover or gain control of STW, whether or not the change of control is favored by a majority of unaffiliated stockholders. STW could also privately place shares with purchasers who might side with the Board of Directors in opposing a hostile takeover bid.

The issuance of any additional shares of common stock would also have the effect of diluting the equity interests of existing stockholders and the earnings per share of existing shares of common stock. Such dilution may be substantial, depending upon the amount of shares issued.

COMPANY CONTACT INFORMATION

All inquiries regarding the Company should be addressed to the Company's principal executive offices:

STW Resources Holding Corp.
619 West Texas Ave., STE 126
Midland, Texas 79701
Attention: Stanley T. Weiner, President; telephone (432) 686-7771.

By Order of the Board of Directors:

             /s/ Stanley T. Weiner
             Stanley T. Weiner, President and Chief Executive Officer


May 22, 2013