Proxy Statement - Other Information (preliminary) (pre 14c)
December 15 2014 - 8:43AM
Edgar (US Regulatory)
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
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
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Confidential, for use of the Commission only
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Definitive Information Statement
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(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Price per unit or other underlying value of transaction 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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Proposed maximum aggregate value of transaction:
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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GREENSHIFT CORPORATION
5950 Shiloh Road East, Suite N
Alpharetta, GA 30005
INFORMATION STATEMENT
To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that Viridis Capital, LLC, the holder of shares representing a majority of the voting power of GreenShift Corporation (the “Company”), has given its written consent to a resolution to remove four of the five members of the Company's Board of Directors. By reason of the resolution, Edward Carroll, Richard Krablin, David Winsness and Gregory Barlage have been removed from their positions as members of the Registrant's Board of Directors, effective on December 12, 2014. Kevin Kreisler, the manager and owner of Viridis Capital, LLC, remains as the sole member of the Board of Directors.
Delaware corporation law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, the Company will not hold a meeting of its shareholders to consider or vote upon the removal of the four directors.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this shareholder action at the close of business on December 11, 2014 (the “Record Date”). The table below lists the authorized voting stock as of the Record Date, the number of shares of each class that were outstanding on the Record Date, and the voting power of each class. Each share of common stock is entitled to one vote. Each share of Series B Preferred Stock is entitled to one-fortieth of a vote. The holders of the Series D shares are entitled to exercise 70% of the aggregate voting power.
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Security
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Authorized
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Outstanding
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Voting Power
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Common Stock
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2,500,000,000
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131,756,793
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131,756,793
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Series B Preferred Stock
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2,865,333
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2,519,219
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62,980
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Series D Preferred Stock
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1,000,000
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862,500
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307,579,470
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The following table sets forth information regarding the voting stock beneficially owned by each member of our Board of Directors, by our officers and directors as a group, and by any person who, to our knowledge, owned beneficially more than 5% of any class of voting stock as of December 11, 2014.
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Name and Address
Of Beneficial Owner(1)
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Common
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% of Class
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Series B Preferred
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% of Class
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Series D Preferred
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% of Class
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Percentage of Voting Power
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Kevin Kreisler(2)
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149
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<0.01%
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--
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--
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800,000
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92.75%
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64.92%
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Edward Carroll
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167
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<0.01%
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393,183
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13.56%
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<0.01%
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David Winsness
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98
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<0.01%
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360,933
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12.45%
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--
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--
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<0.01%
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Greg Barlage
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109
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<0.01%
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356,478
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12.30%
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--
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--
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<0.01%
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Richard Krablin
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59
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<0.01%
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376,183
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12.99%
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--
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<0.01%
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Officers and Directors
as a group (5 persons)
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581
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<0.01%
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1,487,186
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51.30%
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800,000
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92.75%
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64.93%
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(1)
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The address of each shareholder as of December 11, 2014 was c/o GreenShift Corporation, 5950 Shiloh Road East, Suite N, Alpharetta, Georgia, 30005.
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(2)
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All shares listed for Mr. Kreisler are owned of record by Viridis Capital, LLC, of which Mr. Kreisler is the sole member.
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No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters’ rights with respect to the amendment of the Certificate of Incorporation to reverse split the common stock.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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December 22, 2014
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KEVIN KREISLER, Chief Executive Officer
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