Blueprint
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:
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☒ Preliminary
Information Statement
☐ Confidential, for
use of the Commission only (as permitted by Rule
14c-5(d)(2))
☐ Definitive
Information Statement
MERIDIAN WASTE SOLUTIONS, INC.
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(Name of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and
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Fee paid previously with preliminary materials.
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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.
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MERIDIAN WASTE SOLUTIONS, INC.
12540 Broadwell Road
Suite 2104
Milton, GA 30004
To
the Holders of Common Stock of Meridian Waste Solutions,
Inc.:
This Information Statement is first being mailed
on or about October 3, 2016 to the holders of record of the
outstanding common stock, $0.025 par value per share (the
“Common
Stock”) of Meridian Waste
Solutions, Inc., a New York corporation (the
“Company”),
as of the close of business on September 29, 2016 (the
“Record
Date”), to inform the
stockholders of actions already approved by written consent of the
majority stockholder holding 65.5% of the voting equity of the
Company’s Common Stock. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), the proposals will
not be effective until at least 20 calendar days after the mailing
of this Information Statement to our stockholders, warrant holders
and holders of the Company’s preferred stock. Therefore, this
Information Statement is being sent to you for informational
purposes only.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The
actions to be effective at least 20 days after the mailing of
this Information Statement are:
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A reverse stock split of the Company’s issued and outstanding
shares of Common Stock (the “Reverse Stock Split”)
with a ratio within a range of 1-for-5 to 1-for-20 (the
“Reverse Stock Split
Ratio”), with the exact ratio to be determined by the
Board of Directors (the “Board”) in its
discretion. The final Reverse Stock Split Ratio within the range
will be determined solely by our Board prior to December 31, 2016,
without further action or approval of the
stockholders.
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The filing of an amendment to our Certificate of Incorporation, as
amended, to effect the Reverse Stock Split. A copy of the
amendment is attached as Appendix A to this Information
Statement.
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The
enclosed information statement contains information pertaining to
the matters acted upon.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may
access a copy of the information statement at
www.meridianwastesolutions.com.
This
is not a notice of a meeting of shareholders and no
shareholders’ meeting will be held to consider the matters
described herein. This Information Statement is being
furnished to you solely for the purpose of informing shareholders
of the matters described herein pursuant to Section 14(c) of the
Exchange Act and the regulations promulgated thereunder, including
Regulation 14C.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS
INFORMATION.
This
Information Statement will serve as written notice to shareholders
of the Company pursuant to Section 615(c) of the New York Business
Corporation Law.
By
Order of the Board of Directors,
/s/
Jeffrey Cosman
Jeffrey
Cosman
Chief
Executive Officer, Chairman
September
23, 2016
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF MERIDIAN WASTE SOLUTIONS,
INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
Meridian Waste Solutions, Inc.
12540
Broadwell Road, Suite 2104
Milton,
GA 30004
Tel:
(404) 539-1147
INFORMATION STATEMENT
(Preliminary)
September 23, 2016
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This Information Statement has been filed with the
Securities and Exchange Commission (the “SEC”) and is being sent, pursuant to Section
14C of the Exchange Act, to the holders of record as of September
29, 2016 (the “Record
Date”) of common stock,
par value $0.025 per share (the “Common
Stock”), of Meridian
Waste Solutions, Inc., a New York corporation (the
“Company,”
“we,” “our” or “us”), to notify the Common Stockholders of the
following:
On September 23, 2016, the Company received a
unanimous written consent in lieu of a meeting by the holders of
65.5% of the voting power the Common Stock (the
“Majority
Stockholder”) authorizing the following
actions:
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A reverse stock split of the Company’s
issued and outstanding shares of Common Stock (the
“Reverse Stock
Split”) with a ratio within a range of 1-for-5 to
1-for-20 (the “Reverse Stock Split
Ratio”), with the exact ratio to be determined by the
Board of Directors (the “Board”) in its
discretion. The final Reverse Stock Split Ratio within the range
will be determined solely by our Board prior to December 31, 2016,
without further action or approval of the
stockholders.
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The
filing of an amendment to our Certificate of Incorporation, as
amended, to effect the Reverse Stock Split. A copy of the
amendment is attached as Appendix A to this Information
Statement.
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On
September 23, 2016, the Board approved, and recommended for
approval to the Majority Stockholder the Reverse Stock
Split.
On
September 23 , 2016, the Majority Stockholder approved the Reverse
Stock Split by written consent in lieu of a meeting in accordance
with the New York Corporate Business Law
(“NYCBL”). Accordingly, your consent is not
required and is not being solicited.
We
will commence mailing the notice to the holders of Common
Stock, warrant holders and holders of the Company’s preferred
stock on or about October 3, 2016.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU OF CERTAIN ACTIONS TAKEN BY THE MAJORITY
SHAREHOLDER.
The
entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of the Common Stock
held of record by them.
The
following table sets forth the name of the Majority Stockholder,
the number of shares of Common Stock held by the Majority
Stockholder, the number of shares of Series A Preferred held by the
Majority Stockholder, the total number of votes that the Majority
Stockholder voted in favor of the Actions and the percentage of the
issued and outstanding voting equity of the Company that voted in
favor thereof.
Name
of Majority Stockholder
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Number
of Shares of Common Stock held
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Number of Shares of Series
A Preferred
held
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Number
of Votes held by Majority Stockholder
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Number
of Votes that Voted in favor of the Actions
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Percentage
of the Voting Equity that Voted in favor of the
Actions
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Jeffrey
Cosman
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8,038,843
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51
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36,321,529
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36,321,529
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65.5%
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ACTIONS TO BE TAKEN
This
Information Statement contains a brief summary of the material
aspects of the action approved by the Board and the Majority
Stockholder.
The
Reverse Stock Split will become effective on the date that we file
an amendment (the “Amendment”) to the Company’s
Certificate of Incorporation, as amended, with the Secretary of
State of the State of New York. Such filing can occur no
earlier than twenty (20) calendar days after the mailing of this
information statement.
Notwithstanding the foregoing, we must first
notify Financial Industry Regulatory Authority
(“FINRA”)
of the intended Reverse Stock Split by filing an Issuer Company
Related Action Notification Form no later than ten (10) days prior
to the anticipated record date of such
action.
We
currently expect to file the Amendment no earlier than October 24,
2016.
REVERSE STOCK SPLIT
General
Our
Board will have the sole discretion to effect the Amendment and
Reverse Stock Split at any time prior to December 31, 2016, and to
fix the specific ratio for the combination, provided that the ratio
would be not less than 1-for-5 and not more than 1-for-20. Our
Board will also have discretion to abandon the Amendment prior to
its effectiveness. Our Board is hereby providing you with
information regarding the Reverse Stock Split as approved by the
Majority Stockholder.
Our
Board and Majority Stockholder has approved the Reverse Stock Split
in order to provide for meeting minimum Nasdaq requirements for
listing (such as a minimum stock price of $4.00) and the Board and
our Majority Stockholder has determined that it is in the best
interests of our stockholders in general to provide our Board with
the flexibility to effect the Reverse Split in a ratio of
1-for-5 to 1-for-20.
The
Reverse Stock Split proposal permits (but does not require) our
Board to effect the Reverse Stock Split of our outstanding Common
Stock at any time by a ratio of not less than 1-for-5 and not more
than 1-for-20 with the specific ratio to be fixed within this range
by our Board in its sole discretion. We believe that enabling our
Board to fix the specific ratio of the Reverse Stock Split within
the stated range will provide us with the flexibility to implement
it in a manner designed to maximize the anticipated benefits for
our stockholders. In fixing the ratio, our Board may consider,
among other things, factors such as: the historical trading price
and trading volume of our Common Stock; the number of shares of our
Common Stock outstanding; the then-prevailing trading price and
trading volume of our Common Stock; the anticipated impact of the
Reverse Stock Split on the trading market for our Common Stock; and
prevailing general market and economic conditions.
The
Reverse Stock Split, as approved by our stockholders, will become
effective upon the filing of the Amendment with the Secretary of
State of the State of New York, or at the later time set forth in
the Amendment, subject to the approval of the Financial Industry
Regulatory Authority (“FINRA”). The filing may occur
any time after 20 days from the date of completion of mailing of
this Information Statement to our stockholders of record as of
September 23, 2016. The exact timing of the Amendment will be
determined by our Board based on its evaluation as to if and when
such action will be the most advantageous to the Company and our
stockholders. In addition, our Board reserves the right,
notwithstanding stockholder approval and without further action by
the stockholders, to abandon the Amendment and the Reverse Stock
Split if, at any time prior to the effectiveness of the filing of
the Amendment with the Secretary of State of the State of New York,
our Board, in its sole discretion, determines that it is no longer
in our best interest and the best interests of our stockholders to
proceed.
The
proposed form of amendment to our Certificate of Incorporation, as
amended, to effect the Reverse Stock Split is attached as Appendix
A to this Information Statement. Any amendment to our Certificate
of Incorporation, as amended, to effect the Reverse Stock Split
will include the Reverse Stock Split Ratio fixed by our Board,
within the range approved by our stockholders.
Reasons for Proposed Amendment
Our
Board’s primary reason for approving and recommending the
Reverse Stock Split is to increase the per share price of our
Common Stock to meet the listing requirements of the NASDAQ Capital
Market (“NASDAQ”). Our Board believes that attaining
and maintaining the listing of our Common Stock on NASDAQ is in the
best interests of our Company and its stockholders. As of September
23, 2016, our Common Stock has traded on the OTC Market’s
electronic interdealer quotation QB system (“OTCQB”) in
a 52-week closing price range from $0.70 to $1.00 per share. NASDAQ
requires a minimum closing price of $4.00 per share in connection
with the initial listing application. We are also required to meet
additional conditions to list our Common Stock on NASDAQ and there
is no guarantee that we will be able to meet those conditions. We
will submit an application to list our Common Stock on NASDAQ at
such time as determined prudent by our Board.
In
addition, if our Common Stock were listed on NASDAQ, our Board
believes that the liquidity in the trading of our Common Stock
could be significantly enhanced, which could result in an increase
in the trading price. However, despite approval of the Reverse
Stock Split by our stockholders and the implementation thereof by
our Board, there is no assurance that our minimum bid price
following the Reverse Stock Split would equal or exceed
NASDAQ’s minimum bid price requirement, and we could fail to
be listed on NASDAQ, nor is there any assurance that once listed on
NASDAQ that we will be able to maintain NASDAQ’s minimum bid
price and remain listed on NASDAQ.
Our
Board further believes that an increased stock price may encourage
investor interest and improve the marketability of our Common Stock
to a broader range of investors. We believe that the Reverse Stock
Split will make our Common Stock more attractive to a broader range
of institutional and other investors, as we have been advised that
the current market price of our Common Stock may affect its
acceptability to certain institutional investors, professional
investors and other members of the investing public. Many brokerage
houses and institutional investors have internal policies and
practices that either prohibit them from investing in low-priced
stocks or tend to discourage individual brokers from recommending
low-priced stocks to their customers. In addition, some of those
policies and practices may function to make the processing of
trades in low-priced stocks economically unattractive to brokers.
Moreover, because brokers’ commissions on low-priced stocks
generally represent a higher percentage of the stock price than
commissions on higher-priced stocks, the current average price per
share of our Common Stock can result in individual stockholders
paying transaction costs representing a higher percentage of their
total share value than would be the case if the share price were
substantially higher. We believe that the Reverse Stock Split will
make our Common Stock a more attractive and cost effective
investment for many investors, which should enhance the liquidity
available to the holders of our Common Stock. Accordingly, we
believe that approval of the Reverse Stock Split is in our
Company’s and our stockholders’ best
interests.
Reducing
the number of outstanding shares of our Common Stock through the
Reverse Stock Split is intended, absent other factors, to increase
the per share market price of our Common Stock. However, other
factors, such as our financial results, general market conditions
and the market perception of our Company, may adversely affect the
market price of our Common Stock. As a result, there can be no
assurance that the Reverse Stock Split, if completed, will result
in the intended benefits described above, that the market price of
our Common Stock will increase following the Reverse Stock Split or
that the market price of our Common Stock will not decrease in the
future. Additionally, we cannot assure you that the market price
per share of our Common Stock after a Reverse Stock Split will
increase in proportion to the reduction in the number of shares of
our Common Stock outstanding before the Reverse Stock Split.
Accordingly, the total market capitalization of our Common Stock
after the Reverse Stock Split may be lower than the total market
capitalization before the Reverse Stock Split.
The
Reverse Stock Split alone would have no effect on our authorized
capital stock, and the total number of authorized shares would
remain the same as before the Reverse Stock Split. This would have
the effect of increasing the number of shares of our Common Stock
available for issuance, which our Board believes is important to
provide us with flexibility and as many alternatives as possible to
obtain financing. Post Reverse Stock Split, we plan to issue
additional shares assuming a Reverse Stock Split Ratio of 1-for-10
and certain other assumptions including, but not limited to, the
potential issuance of approximately 1,267,463 shares upon
conversion of our Series B Preferred Stock and Series C Preferred
Stock in connection with the contemplated public offering of our
securities. Other than the aforementioned, we have no
specific plans, arrangements or understandings, whether written or
oral, to issue any of the shares that will be newly available
following the Reverse Stock Split. Our Board is also mindful about
the potential dilutive effect on existing stockholders. For the
reasons discussed in this proposal, our Board has approved and
recommended a range for Reverse Stock Split Ratio to address
NASDAQ’s listing price requirement in a more targeted
fashion.
Determination of Ratio
The
ratio of the Reverse Stock Split, if approved and implemented, will
be a ratio of not less than 1-for-5 and not more than 1-for-20, as
determined by our Board in its sole discretion. Our Board believes
that stockholder approval of a range of potential exchange ratios,
rather than a single exchange ratio, is in the best interests of
our stockholders because it provides our Board with the flexibility
to achieve the desired results of the Reverse Stock Split and
because it is not possible to predict market conditions at the time
the Reverse Stock Split would be implemented.
Our
Board would carry out a Reverse Stock Split only upon its
determination that a Reverse Stock Split would be in the best
interests of our stockholders at that time. Our Board would then
set the ratio for the Reverse Stock Split in an amount it
determines is advisable and in the best interests of the
stockholders considering relevant market conditions at the time the
Reverse Stock Split is to be implemented. In determining the ratio,
following receipt of stockholder approval, our Board may consider,
among other things:
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the
historical and projected performance of our Common
Stock;
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prevailing
market conditions;
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general
economic and other related conditions prevailing in our industry
and in the marketplace;
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the
projected impact of the selected Reverse Stock Split Ratio on
trading liquidity in our Common Stock and our ability to list our
Common Stock on NASDAQ;
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our
capitalization (including the number of shares of our Common Stock
issued and outstanding); and
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the
prevailing trading price for our Common Stock and the volume level
thereof.
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The
purpose of asking for authorization to implement the Reverse Stock
Split at a ratio to be determined by our Board as opposed to a
ratio fixed in advance, is to give our Board the flexibility to
take into account then-current market conditions and changes in
price of our Common Stock and to respond to other developments that
may be deemed relevant when considering the appropriate
ratio.
Potential Effects of Proposed Amendment
The
Reverse Stock Split will not affect any stockholder’s
percentage ownership interest in our Company, except as described
below in “Fractional Shares,” record holders of our
Common Stock otherwise entitled to a fractional share as a result
of the Reverse Stock Split because they hold a number of shares not
evenly divisible by the Reverse Stock Split Ratio will
automatically be entitled to receive an additional fraction of a
share of our Common Stock to round up to the next whole share. In
addition, the Reverse Stock Split will not affect any
stockholder’s proportionate voting power (subject to the
treatment of fractional shares as discussed herein).
The
Reverse Stock Split will not change the terms of our Common Stock.
After the Reverse Stock Split, the shares of our Common Stock will
have the same voting rights and rights to dividends and
distributions and will be identical in all other respects to our
Common Stock now authorized. Our Common Stock will remain fully
paid and non-assessable.
After
the effective time of the Reverse Stock Split, we will continue to
be subject to the periodic reporting and other requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Reverse Stock Split is not intended as, and will
not have the effect of, a “going private transaction”
as described by Rule 13e-3 under the Exchange Act.
If
we fail to meet the requirements specified in NASDAQ’s
listing standards, our Common Stock will continue to be quoted on
the OTCQB under the symbol “MRDN.”
After
the effective time of a Reverse Stock Split, the post-split market
price of our Common Stock may be less than the pre-split price
multiplied by the Reverse Stock Split Ratio. In addition, a
reduction in number of shares of our Common Stock outstanding may
impair the liquidity for our Common Stock, which may reduce the
value of our Common Stock.
The
availability of a substantial number of authorized but un-reserved
shares of our Common Stock resulting from the Reverse Stock Split,
under various scenarios, may be construed as having an
anti-takeover effect by permitting the issuance of shares of our
Common Stock to purchasers who might oppose a hostile takeover bid
or oppose any efforts to amend or repeal certain provisions in our
Certificate of Incorporation or bylaws as then in effect. The
proposal to effectuate the Reverse Stock Split 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
our Board did not authorize the Reverse Stock Split to increase the
authorized shares of our Common Stock to enable us to frustrate any
efforts by another party to acquire a controlling interest or to
seek representation on our Board.
In
addition, the Reverse Stock Split will increase the number of
stockholders of the Company who own odd lots (less than 100
shares). Stockholders who hold odd lots typically will experience
an increase in the cost of selling their shares, as well as
possible greater difficulty in effecting such sales. Consequently,
there can be no assurance that the Reverse Stock Split will achieve
the desired results that have been outlined above.
Beneficial Holders of Common Stock
Upon
the implementation of the Reverse Stock Split, we intend to treat
shares held by stockholders through a bank, broker or other nominee
in the same manner as registered stockholders whose shares are
registered in their names. Banks, brokers or other nominees will be
instructed to effect the Reverse Stock Split for their beneficial
holders holding our Common Stock in “street name.”
However, these banks, brokers or other nominees may have different
procedures than registered stockholders for processing the Reverse
Stock Split. Stockholders who hold shares of our Common Stock with
a bank, broker or other nominee and who have any questions in this
regard are encouraged to contact their banks, brokers or other
nominees.
Registered “Book-Entry” Holders of Common
Stock
Certain
of the registered holders of our Common Stock may hold some or all
of their shares electronically in book-entry form with our transfer
agent. These stockholders do not have stock certificates evidencing
their ownership of our Common Stock. They are, however, provided
with statements reflecting the number of shares registered in their
accounts. Stockholders who hold shares electronically in book-entry
form with our transfer agent will not need to take action to
receive evidence of their shares of post- Reverse Stock Split of
Common Stock.
Holders of Certificated Shares of Common Stock
Stockholders holding shares of our Common Stock in
certificated form will be sent a transmittal letter by our transfer
agent after the effective time of the Reverse Stock Split. The
letter of transmittal will contain instructions on how a
stockholder should surrender his, her or its certificate(s)
representing shares of our Common Stock (the “Old
Certificates”) to our transfer agent in exchange for
certificates representing the appropriate number of shares of
post-Reverse Stock Split Common Stock (the “New
Certificates”). No New Certificates will be issued to a
stockholder until such stockholder has surrendered all Old
Certificates, together with a properly completed and executed
letter of transmittal, to our transfer agent. No stockholder will
be required to pay a transfer or other fee to exchange his, her or
its Old Certificates. Stockholders will then receive a New
Certificate(s) representing the number of shares of our Common
Stock to which they are entitled as a result of the Reverse Stock
Split. Any Old Certificates submitted for exchange, whether because
of a sale, transfer or other disposition of stock, will
automatically be exchanged for New Certificates. If an Old
Certificate has a restrictive legend on its reverse side, the New
Certificate will be issued with the same restrictive legend on its
reverse side.
Regardless
of how stockholders hold our Common Stock (i.e., in book-entry or
certificated form), stockholders will not have to pay any service
charges to us or our transfer agent in connection with the reverse
stock split.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD
NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
Fractional Shares
We
will not issue fractional shares in connection with the Reverse
Stock Split. Instead, stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of shares
not evenly divisible by the Reverse Stock Split Ratio will
automatically be entitled to receive an additional fraction of a
share of our Common Stock to round up to the next whole
share.
Effect of the Reverse Stock Split on Outstanding Convertible Debt,
and Warrants
Based
upon the Reverse Stock Split Ratio, proportionate adjustments are
generally required to be made to the per share exercise or
conversion price and the number of shares issuable upon the
exercise or conversion of all outstanding warrants or convertible
debt securities entitling the holders to acquire shares of our
Common Stock. This would result in approximately the same aggregate
price being required to be paid under such warrants or convertible
debt securities upon exercise or conversion, as applicable, and
approximately the same value of shares of our Common Stock being
delivered upon such exercise or conversion immediately following
the Reverse Stock Split as was the case immediately preceding the
Reverse Stock Split. The number of shares reserved for issuance
pursuant to these securities will be reduced proportionately based
upon the Reverse Stock Split Ratio.
Accounting Matters
The
proposed amendment to our Certificate of Incorporation, as amended,
will not affect the par value of our Common Stock. As a result, at
the effective time of the Reverse Stock Split, the stated capital
on our balance sheet attributable to our Common Stock will be
reduced in the same proportion as the Reverse Stock Split Ratio,
and the additional paid-in capital account will be credited with
the amount by which the stated capital is reduced. The per share
net income or loss and net book value of our Common Stock will be
reclassified for prior periods to conform to the post-Reverse Stock
Split presentation.
Certain Federal Income Tax Consequences of the Reverse Stock
Split
The
following summary describes certain material U.S. federal income
tax consequences of the reverse stock split to holders of our
Common Stock. Unless otherwise specifically indicated herein, this
summary addresses the U.S. federal income tax consequences only to
a beneficial owner of our Common Stock that is a United states
person as defined in the Internal Revenue Code of 1986, as amended
(the “Code”), or a U.S. holder. This summary does not
address all of the tax consequences that may be relevant to any
particular stockholder, including tax considerations that may apply
to certain special classes of taxpayers under the
Code.
As a result, stockholders should seek advice on the tax
consequences of the reverse stock split based on their particular
circumstances from an independent tax advisor.
If
a partnership (or other entity classified as a partnership for U.S.
federal income tax purposes) is the beneficial owner of our Common
Stock, the U.S. federal income tax treatment of a partner in the
partnership will generally depend on the status of the partner and
the activities of the partnership. Partnerships that hold our
Common Stock, and partners in such partnerships, should consult
their own tax advisors regarding the U.S. federal income tax
consequences of the reverse stock split.
U.S. Holders
The
reverse stock split is intended to qualify as a
“reorganization” under Section 368 of the Internal
Revenue Code of 1986, as amended (the “Code”). Assuming
the reverse stock split qualifies as a reorganization, a U.S.
holder generally will not recognize gain or loss upon the exchange
(or deemed exchange) of shares pursuant to the reverse stock split.
The aggregate tax basis of the new shares received in the reverse
stock split will be the same as the aggregate tax basis in the old
shares exchanged. The holding period for the new shares will
include the period during which the old shares surrendered in the
reverse stock split were held.
Non-U.S. Holders
A
non-U.S. holder is a beneficial owner of our Common Stock that is
not a U.S. holder. Generally, non-U.S. holders will not recognize
any gain or loss upon the reverse stock split.
Dissenters’ Rights
Under
the New York Business Corporation Law, stockholders will not be
entitled to dissenters’ rights with respect to the proposed
amendment to our Certificate of Incorporation, as amended, to
effect the Reverse Stock Split, and we do not intend to
independently provide stockholders with such rights.
ACTIONS TO BE TAKEN
This
Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the Majority
Stockholder.
The Reverse Stock Split will become effective on
the date that we file an amendment to the Certificate of
Incorporation of the Company (the “Amendment”)
with the Secretary of State of the State of New
York. Such filing can occur no earlier than twenty (20)
calendar days after the mailing of this information statement to
stockholders.
Notwithstanding the foregoing, we must first
notify Financial Industry Regulatory Authority
(“FINRA”)
of the intended Reverse Stock Split by filing the Issuer Company
Related Action Notification Form no later than ten (10) days prior
to the anticipated record date of such action. Our failure to
provide such notice may constitute fraud under Section 10 of the
Exchange Act.
We
currently expect to file the Amendment no earlier than October 24,
2016.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
Except
in their capacity as stockholders (which interest does not differ
from that of the other Common Stockholders), none of our officers,
directors, or any of their respective affiliates has any interest
in the Reverse Stock Split.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of September 9, 2016, certain
information with respect to the beneficial ownership of our common
stock by each shareholder known by us to be the beneficial owner of
more than 5% of our Common Stock and by each of our current
directors and executive officers. Each person has sole voting and
investment power with respect to the shares of Common Stock, except
as otherwise indicated.
This
table is prepared based on information supplied to us by the listed
security holders, any Schedules 13D or 13G and Forms 3 and 4, and
other public documents filed with the SEC.
Under
the rules of the Securities and Exchange Commission, a person is
deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the
voting of the security, or investment power, which includes the
power to vote or direct the voting of the security. The person is
also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one
person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of
securities as to which he or she may not have any pecuniary
beneficial interest.
Shares
of Common Stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise or conversion of options
are deemed to be outstanding for the purpose of computing the
percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table
below.
Shareholder
|
Common Stock Owned
Beneficially
|
|
|
|
Series A Preferred Stock Owned
Beneficially
|
|
Series B Preferred Stock owned Beneficially
|
|
Jeffrey Cosman,
Chairman, Chief Executive Officer, Chairman
12540 Broadwell
Road, Suite 2104
Milton, GA
30004
|
11,361,652
|
(4)
|
47.51%
|
(4)
|
51
|
100%
|
0
|
0%
|
Walter H.
Hall
12540 Broadwell
Road, Suite 2104
Milton, GA
30004
|
2,000,000
|
|
8.36%
|
|
|
0%
|
0
|
0%
|
All
directors and officers as a group (2 persons)
|
13,361,652
|
(4)
|
52.88%
|
(4)
|
51
|
100%
|
0
|
0%
|
5% or greater
shareholders
|
|
|
|
|
|
|
|
|
CC2G Holdings,
LLC
651 Sunbridge
Drive
Chesterfield, MO
63017
|
3,833,664
|
(5)
|
14.16%
|
(5)
|
0
|
0%
|
23,706.67
|
33.3%
|
The Reich Family
Trust
4721 Butler
Crossing Court
Saint Louis MO
63128
|
3,833,664
|
(5)
|
14.16%
|
(5)
|
0
|
0%
|
23,706.67
|
33.3%
|
Charles E.
Barcom
1920 Briarfield
Drive
Lake St. Louis, MO
63367
|
3,833,664
|
(5)
|
14.16%
|
(5)
|
0
|
0%
|
23,706.67
|
33.3%
|
Praesidian
Funds(6)
419 Park Avenue
South
New York
10016
|
1,600,000
|
|
6.99
|
|
0
|
0%
|
0
|
0%
|
The Goldman Sachs
Group, Inc.
200 West
Street
New York, NY
10282
|
2,086,279
|
(7)
|
8.02
|
(7)
|
0
|
0%
|
0
|
0%
|
|
26,040,095
|
|
80.91
|
|
51
|
100%
|
71,120
|
100%
|
______________
(1)
|
Based
on a total of 23,911,363 shares of common stock outstanding as of
September 9, 2016, except as otherwise indicated.
|
(2)
|
Based
on a total of 51 shares of Series A Preferred outstanding as of
September 9, 2016.
|
(3)
|
Based
on a total of 71,120 shares of Series B Preferred outstanding as of
September 9, 2016.
|
(4)
|
Includes 3,322,809
shares of the common stock of the Company issued to Here to Serve
Holding Corp. Mr. Cosman is the Chief Executive Officer and
Director of Here to Serve Holding Corp. and, accordingly, has sole
voting power and sole dispositive power over such 3,322,809
shares. This amount does not include 4,253,074 shares of
restricted stock issued to Mr. Cosman, which has not yet
vested.
|
(5)
|
Assumes
conversion of Series B Preferred shares of such holder based on
share price of $1.00; includes 672,775 shares of common stock;
disregards restrictions on ownership of more than 9.99% in Series B
Preferred designations
|
(6)
|
These
shares are owned by the following persons: Praesidian Capital
Opportunity Fund III, LP; Praesidian Capital Opportunity Fund
III-A, LP; Praesidian Capital Opportunity Management III, LLC;
Praesidian Capital Opportunity Management III-A, LLC; and Jason
Drattell
|
(7)
|
Assumes
full exercise of Amended and Restated Purchase Warrant for Common
Shares dated July 19, 2016, calculated on a fully-diluted basis,
assuming outstanding shares of Series C Preferred
Stock.
|
There
are no arrangements, known to the Company, including any pledge by
any person of securities of the Company, the operation of which may
at a subsequent date result in a change in control of the
Company.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN
ADDRESS
If
hard copies of the materials are requested, we will send only one
Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions
from any stockholder at that address. This practice, known as
“householding,” is designed to reduce our printing and
postage costs. However, the Company will deliver promptly upon
written or oral request a separate copy of the Information
Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such
a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the
address to which the Company should direct the additional copy of
the Information Statement, to Meridian Waste Solutions, Inc., 12540
Broadwell Road, Suite 2104, Milton, Georgia 30004.
If
multiple stockholders sharing an address have received one copy of
this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of
future mailings, you may mail notification to, or call the Company
at, its principal executive offices. Additionally, if current
stockholders with a shared address received multiple copies of this
Information Statement or other corporate mailings and would prefer
the Company to mail one copy of future mailings to stockholders at
the shared address, notification of such request may also be made
by mail or telephone to the Company’s principal executive
offices.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION
This
Information Statement may contain “forward-looking
statements” made under the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995.
The statements include, but are not limited to, statements
concerning the effects of the Reverse Stock Split, the application
for listing or actual listing of our Common Stock on NASDAQ, or
another national securities exchange, and statements using
terminology such as “expects,” “should,”
“would,” “could,” “intends,”
“plans,” “anticipates,”
“believes,” “projects” and
“potential.” Such statements reflect the current view
of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions. Known and unknown
risks, uncertainties and other factors could cause actual results
to differ materially from those contemplated by the
statements.
In
evaluating these statements, you should specifically consider
various factors that may cause our actual results to differ
materially from any forward-looking statements. You should
carefully review the risks listed, as well as any cautionary
language, in this Information Statement and the risk factors
detailed under “Risk Factors” in the documents
incorporated by reference in this Information Statement, which
provide examples of risks, uncertainties and events that may cause
our actual results to differ materially from any expectations we
describe in our forward-looking statements. There may be other
risks that we have not described that may adversely affect our
business and financial condition. We disclaim any obligation to
update or revise any of the forward-looking statements contained in
this Information Statement. We caution you not to rely upon any
forward-looking statement as representing our views as of any date
after the date of this Information Statement. You should carefully
review the information and risk factors set forth in other reports
and documents that we file from time to time with the
SEC.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of
the Exchange Act, and in accordance therewith, file reports,
information statements and other information, including annual and
quarterly reports on Form 10-K and 10-Q, respectively, with the
SEC. Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained
by the SEC, 100 F Street, N.E., Washington, DC 20549. In addition,
the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information
regarding issuers that file electronically with the SEC through the
Electronic Data Gathering, Analysis and Retrieval
System.
A
copy of any public filing is also available, at no cost, by writing
to Meridian Waste Solutions, Inc., 12540 Broadwell Road, Suite
2104, Milton, Georgia 30004. Any statement contained in a document
that is incorporated by reference will be modified or superseded
for all purposes to the extent that a statement contained in this
Information Statement (or in any other document that is
subsequently filed with the SEC and incorporated by reference)
modifies or is contrary to such previous statement. Any statement
so modified or superseded will not be deemed a part of this
Information Statement except as so modified or
superseded.
This
Information Statement is provided to the holders of Common Stock of
the Company only for information purposes in connection with the
Actions, pursuant to and in accordance with Rule 14c-2 of the
Exchange Act. Please carefully read this Information
Statement.
By
Order of the Board of Directors
|
|
|
|
|
|
|
|
|
/s/
Jeffrey Cosman
Jeffrey
Cosman
Chairman
and Chief Executive Officer
Dated:
September 23, 2016
APPENDIX
A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
MERIDIAN WASTE SOLUTIONS, INC.
Under
Section 805 of the Business Corporation Law
IT
IS HEREBY CERTIFIED THAT:
1.
The
name of the corporation is: Meridian Waste Solutions,
Inc.
2.
The
date of filing of the certificate of incorporation with the
Department of State is: November 12, 1993
3.
The
amendment effected by this certificate of amendment is as
follows:
Paragraph
Fourth of the Certificate of Incorporation relating to
capitalization of the corporations and designations of classes of
preferred stock is amended to include the following as new
paragraph g., following the final paragraph thereof:
“Upon the filing of this Certificate of
Amendment to the Certificate of Incorporation, each _________ (___)
shares of Common Stock of the Corporation issued and outstanding
immediately prior to this Certificate of Amendment to the
Certificate of Incorporation, without further action, will be
automatically combined into and become one (1) share of fully paid
and nonassessable Common Stock of the Corporation (the
“Reverse Stock
Split”). No
fractional shares shall be issued upon the Reverse Stock Split;
rather, each fractional share resulting from the Reverse Stock
Split shall be rounded up to the nearest whole number. Each
outstanding stock certificate of the Corporation, which prior to
the filing of this Certificate of Amendment to the Certificate of
Incorporation represented one or more shares of Common Stock, shall
immediately after such filing represent that number of shares of
Common Stock equal to the product of (x) the number of shares of
Common Stock represented on such certificates divided by (y) _____
(_____) (such adjusted shares, the “Reclassified
Shares”), with any
resulting fractional shares rounded up to the nearest whole share
as set forth above. Any options, warrants or other purchase
rights, which prior to the filing of this Certificate of Amendment
represented the right to acquire one or more shares of the
Corporation’s Common Stock, shall immediately after such
filing represent the right to acquire _________ (_____) of one (1)
share of the Corporation’s Common Stock for each share of the
Corporation’s Common Stock that such option, warrant or other
purchase right previously represented the right to acquire.
The exercise price of such options, warrants and purchase rights
shall be adjusted by multiplying the existing exercise price by
______ (____).
The
number of authorized shares of Common Stock of the Corporation and
the par value of such shares will not be affected by this
Certificate of Amendment.
The
Corporation shall, upon the request of each record holder of a
certificate representing shares of Common Stock issued and
outstanding immediately prior to the filing of this Certificate of
Amendment to the Certificate of Incorporation, issue and deliver to
such holder in exchange for such certificate a new certificate or
certificates representing the Reclassified
Shares.”
4.
The
certificate of amendment was authorized by: the vote of the board
of directors followed by a vote of a majority of all outstanding
shares entitled to vote thereon at a meeting of
shareholders.
|
_______________________
Jeffrey
S. Cosman
Chief
Executive Officer
|