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
(Amendment No. ____)
Check the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) |
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Definitive Information Statement |
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SOLAR WIND ENERGY TOWER, INC.
(Name of Registrant as Specified in Its
Charter)
______________________________
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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Aggregate number of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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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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SOLAR WIND ENERGY TOWER, INC.
1997 ANNAPOLIS EXCHANGE PKWY., SUITE
300
ANNAPOLIS, MD 21401
NOTICE OF ACTION BY
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
THIS IS NOT A NOTICE OF A MEETING OF
STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY
MATTER DESCRIBED HEREIN.
To the Holders of Common Stock of Solar
Wind Energy Tower, Inc.:
The accompanying Information Statement
is being furnished to the holders of shares of the common stock of Solar Wind Energy Tower, Inc., a Nevada corporation (the “Company”). The
Board of Directors (the “Board”) is not soliciting your proxy and you are requested not to send us a proxy. The
purpose of this Information Statement is to notify you of the following actions already approved by written consent of a majority
of the voting stockholders and the Board:
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to file a Certificate of Amendment to
our Articles of Incorporation (the “Articles of Incorporation”) to increase the Company’s authorized common
stock from 1,300,000,000 shares to 5,000,000,000 shares, par value $0.0001 per share (the “Share
Increase”). |
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To approve up to a 1 for 400 reverse stock split of the Company’s common stock (the “Reverse Split”) and to file a Certificate of Amendment to our Articles of Incorporation to effectuate the Reverse Split, at such time in the future at the sole discretion of the Board of Directors. |
The Share
Increase and the Reverse Split are more fully described in the accompanying Information Statement. The written
consent of a majority of the voting shareholders was in accordance with §320 and §390 of Chapter 78 of the Nevada
Revised Statutes, our Articles of Incorporation and our bylaws, each of which permits that any action which may be taken at a
meeting of the shareholders may also be taken by the written consent of the holders of a majority of the voting power to
approve the action at a meeting. The accompanying Information Statement is being furnished to all of our shareholders in
accordance with Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, solely for the purpose of
informing out shareholders of the action taken by the Written Consent before it becomes effective. This
information statement will be mailed on or about July 1, 2015 to stockholders of the Record Date.
This is not a
notice of a special meeting of shareholders and no shareholder meeting will be held to consider any matter which is described herein.
THE
ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED TO SHAREHOLDERS ON OR ABOUT JULY 1, 2015. 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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July 1, 2015 |
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/s/ Ronald Pickett |
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Ronald Pickett
Director, President and Chief Executive Officer |
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SOLAR WIND ENERGY TOWER, INC.
1997 ANNAPOLIS EXCHANGE PKWY., SUITE
300
ANNAPOLIS, MD 21401
____________________________________________
INFORMATION STATEMENT
July 1, 2015
Action by Written Consent of Majority
Stockholders
__________________________________
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
GENERAL INFORMATION
In this Information
Statement we refer to Solar Wind Energy Tower, Inc., a Nevada corporation, as the “Company,” “we,” “us,”
or “our.”
This Information
Statement is furnished by the Board of Directors (the “Board”) of Solar Wind Energy Tower, Inc., a Nevada corporation
(the “Company” or “We”) to inform the stockholders of actions already approved by written consent (the
“Written Consent”) as of June 4, 2015 (the “Record Date”) by the majority voting stockholders (the “Majority
Voting Stockholders”). As of the Record Date, the Majority Voting Shareholders of record held 110,804,999 shares
of our common stock (the “Common Stock”) and 393,429 shares of our Series A Convertible Preferred Stock (the “Preferred
Stock”), which are convertible to 60,714,353 shares of Common Stock and entitles the Majority Voting Shareholders to 1,214,287,060
shares in voting power. As a result, the Majority Voting Shareholders holdings represent approximately 61.88% of the total shareholder
voting power as of the Record Date.
Action by Written Consent
The following
actions were approved by the written consent of the holders of a majority of our outstanding voting stock as of the Record Date,
which we refer to as the Written Consent, in lieu of a special meeting:
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to file a Certificate of Amendment to
our Articles of Incorporation (the “Articles of Incorporation”) to increase the Company’s authorized common
stock from 1,300,000,000 shares to 5,000,000,000 shares, par value $0.0001 per share (the “Share
Increase”). |
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To approve up to a 1 for 400 reverse stock split of the Company’s common stock (the “Reverse Split,” collectively, with the Share Increase, the “Actions”) and to file a Certificate of Amendment to our Articles of Incorporation to effectuate the Reverse Split, at such time in the future at the sole discretion of the Board of Directors. |
The Share
Increase and the Reverse Split are more fully described in the accompanying Information Statement. The Written
Consent was in accordance with the §320 and §390 of Chapter 78 of the Nevada Revised Statutes, our Articles of
Incorporation and our bylaws, each of which permits that any action which may be taken at a meeting of the shareholders may
also be taken by the written consent of the holders of a majority of the voting power to approve the action at a
meeting. The accompanying Information Statement is being furnished to all of our shareholders in accordance with
Section 14(c) of the Exchange Act, and the rules promulgated by the SEC thereunder, solely for the purpose of informing out
shareholders of the action taken by the Written Consent before it becomes effective. This information statement
will be mailed on or about July 1, 2015 to stockholders of the Record Date.
The Actions were
unanimously approved by our Board of Directors on June 4.
This Information
Statement contains a brief summary of the material aspects of the Action approved by the Board and the Majority Voting Shareholders.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
ABOUT THE INFORMATION
STATEMENT
What is
the Purpose of the Information Statement?
This Information
Statement is being furnished to you pursuant to Section 14 of the Exchange Act to notify our shareholders of certain corporate
actions taken by the Majority Voting Shareholders pursuant to the Written Consent. In order to eliminate the costs and
management time involved in obtaining proxies and in order to effect the Actions as early as possible to accomplish the purposes
hereafter described, the Board elected to seek the written consent of the Majority Voting Shareholders to reduce the costs and
implement the Action in a timely manner.
Who is Entitled
to Notice?
Each outstanding
share of Common Stock and outstanding share of Preferred Stock as of record on the Record Date will be entitled to notice of the
actions to be taken pursuant to the Written Consent.
What Vote
is Required to Approve the Action?
The
affirmative vote of Majority Voting Shareholders of the Company outstanding on the Record Date is required for approval of
the Action. As of the Record Date, the Company had 927,187,187 shares of Common Stock and 393,429 shares of Preferred Stock
issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted to the
shareholders. The Preferred Stock is convertible, at the option of the holder, into that number of shares of the
Company’s Common Stock, at a conversion price of $0.00648 per share, meaning for every one (1) share of Preferred Stock
shall convert into 154.32 shares of Common Stock of the Company. No fractional shares shall be issued and shall be round up
to the next share. Further, the Preferred Stock shall have the right to twenty (20) votes for each share of Common Stock into
which such Preferred Stock could be converted.
Therefore, the
393,429 shares of Preferred Stock are convertible to 60,714,353 shares of Common Stock and entitle the Majority Voting Shareholders
to 1,214,287,060 shares in voting power. Because the Majority Voting Shareholders, holding a majority of the voting rights of the
Company as of the close of business on the Record Date, voted in favor of the Action, no other shareholder consents will be obtained
in connection with this Information Statement.
However, the Actions
are not effective before first, completion of this Section 14(c) compliance, and second the mailing or delivery of a definitive
Information Statement to shareholders at least 20 days prior to the date that this corporate action may take place.
Do I have
appraisal rights?
Neither §78.320
of the Nevada Revised Statutes nor our Articles of Incorporation or bylaws provide our stockholders with appraisal rights in connection
with the Action discussed in this Information Statement.
I. INCREASE
IN AUTHORIZED SHARES
Reason for
Increase in Authorized Shares
The general purpose
and effect of the amendment to the Company’s Articles of Incorporation in authorizing 5,000,000,000 shares of Common Stock
is to facilitate future financing to enable the company to continue its current business operations.
Advantages,
Disadvantages and Effects of the Proposed Increase in the Authorized Common Stock
In our efforts
to further our business, our Board may seek to complete additional financings in the near future. At this time we do not have any
plans to issue any additional shares. However, if and when we do determine to pursue an additional financing or business transaction,
having additional authorized capital available for issuance in the future will give us flexibility and may allow such shares to
be issued without the expense and delay of another shareholder meeting.
Additionally,
at this time, the increase in authorized shares of common stock is not in any way related to any plans or intentions to enter into
a merger, consolidation, acquisition or similar business transaction.
Further, there
are certain advantages and disadvantages of an increase in our authorized stock. The advantages include, among others, the ability
to raise capital by issuing capital stock under the transactions described above, or other financing transactions, and to have
shares of our capital stock available to pursue business expansion opportunities, if any. The disadvantages include, among others,
the issuance of additional shares of our capital stock could be used to deter a potential takeover of us that may otherwise be
beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote
in accordance with our Board’s desires. A takeover may be beneficial to independent stockholders because, among other reasons,
a potential suitor may offer such stockholders a premium for their shares of stock compared to the then-existing market price.
We do not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.
In addition, shareholders do not have any preemptive or similar rights to subscribe for or purchase any additional shares of common
stock that may be issued in the future and, therefore, future issuances of common stock may, depending on the circumstances, have
a dilutive effect on the earnings per share, voting power and other interests of our existing shareholders.
Authorized, but
unissued shares of common stock, may be used by the Company for any purpose permitted under Nevada law, including but not limited
to, paying stock dividends to stockholders, raising capital, providing equity incentives to employees, officers, directors, and
service providers, and entering into transactions that the Board believes provide the potential for growth and profit. Although,
except as discussed hereof, we presently have no plan, commitment, arrangement, understanding or agreement to issue additional
shares of common stock (except pursuant to employee benefit plans or outstanding derivative securities), the Company may, in the
future, issue common stock in connection with the activities described above or otherwise.
The increase in
the authorized shares of common stock will not have any immediate effect on the rights of existing shareholders. However, as discussed
above, if the shareholders approve the proposed amendment, our Board may cause the issuance of additional shares without further
vote of our shareholders. These future issuances may be dilutive to our current common shareholders and may cause a reduction in
the market price of our common stock. Current holders of common stock do not have preemptive or similar rights which means that
current shareholders do not have a prior right to purchase any new issue of our capital stock in order to maintain their proportionate
ownership. The issuance of additional shares of common stock would decrease the proportionate equity interest of our current shareholders
and could result in dilution to our current shareholders.
As discussed above,
the proposed amendment could, under certain circumstances, have an anti-takeover effect, although this is not the intention of
this Action. For example, in the event of a hostile attempt to obtain control of the Company, it may be possible for the Company
to endeavor to impede the attempt by issuing shares of common stock, which would dilute the voting power of the other outstanding
shares and increasing the potential cost to acquire control of the Company. The proposed amendment therefore may have the effect
of discouraging unsolicited takeover attempts, potentially limiting the opportunity for our shareholders to dispose of their shares
at a premium, which is often offered in takeover attempts, or that may be available under a merger proposal. The proposed amendment
may have the effect of permitting our current management, including the current Board, to retain its position, and place it in
a better position to resist changes that shareholders may wish to make if they are dissatisfied with the conduct of our business.
However, our Board is not aware of any attempt to take control of the Company, and our Board has not presented this Action with
the intent that it be utilized as a type of anti-takeover device.
II. REVERSE SPLIT
The Reasons for A Reverse Split
A Reverse Split is intended to reduce the
number of outstanding shares in an effort to increase the market value of the remaining outstanding shares. In approving a Reverse
Split, the Directors considered that the Company’s Common Stock may not appeal to brokerage firms that are reluctant to recommend
lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage
commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage
firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The Directors also believe that
most investment funds are reluctant to invest in lower priced stocks.
However, the effect of a Reverse Split
upon the market price for the Company’s Common Stock cannot be predicted with certainty, and the history of similar stock
split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of
the Company's Common Stock after a Reverse Split will rise in proportion to the reduction in the number of shares of Common Stock
outstanding resulting from a Reverse Split. The market price of the Company's Common Stock may also be based on its performance
and other factors, some of which may be unrelated to the number of shares outstanding.
Potential Risks of A Reverse Split
There can be no assurance that the bid
price of the Company’s Common Stock will continue at a level in proportion to the reduction in the number of outstanding
shares resulting from a Reverse Split, that a Reverse Split will result in a per share price that will increase its ability to
attract employees and other service providers or that the market price of the post-split Common Stock can be maintained. The market
price of the Company's Common Stock will also be based on its financial performance, market condition, the market perception of
its future prospects and the Company’s industry as a whole, as well as other factors, many of which are unrelated to the
number of shares outstanding. If the market price of the Company’s Common Stock declines after a Reverse Split, the percentage
decline as an absolute number and as a percentage of the Company’s overall capitalization may be greater than would occur
in the absence of a Reverse Split.
Potential Effects of A Reverse Split
General. For each holder
of Common Stock or Preferred Stock, the number of shares held will be reduced by a Reverse Split as follows: the number of shares
held before the Reverse Split will be divided by up to 400, or a fraction thereof as determined by the Board of Directors, and
if the result has a fractional component, the result will be that each fractional share shall be rounded up to the nearest whole
share. By way of example, assuming at 400:1 reverse split, a shareholder with 400,001 shares of Common Stock before a Reverse Split
will hold 1,001 shares of Common Stock upon completion of a Reverse Split and each fractional share shall be rounded up to the
nearest whole share. Assuming at 10:1 reverse split, a shareholder with 400,001 shares of Common Stock before a Reverse Split will
hold 40,001 shares of Common Stock upon completion of a Reverse Split.
Accounting Matters. The par
value of the Company’s Common Stock and Preferred Stock would remain unchanged at $0.0001 per share after a Reverse Split.
Also the capital account of the Company would remain unchanged, and the Company does not anticipate that any other accounting consequences
would arise as a result of a Reverse Split.
Effect on Authorized and Outstanding
Shares. Based on the stockholdings as of June 4, 2015, there were 927,187,187 shares of Common Stock and 393,429 shares
of Preferred Stock, issued and outstanding, respectively. At the effective time of the amendment to Company’s Articles of
Incorporation to effectuate the Reverse Split, the number of shares of Common Stock issued and outstanding will be reduced to the
number of shares of capital stock issued and outstanding immediately prior to the effectiveness of a Reverse Split, divided by
up to four hundred (400). Each fractional share shall be rounded up to the nearest whole share. There will be no change to the
number of shares of Preferred Stock issued and outstanding, but the conversion rate between the Preferred Stock and Common Stock
will be automatically adjusted to four hundred (400) shares (or at a ratio determined by the Board of Directors) of Preferred Stock
to each share of Common Stock.
There will be no change to the number of
authorized shares of Common Stock and Preferred Stock as a result of a Reverse Split.
With the exception of the number of shares
issued and outstanding, the rights and preferences of the shares of capital stock prior and subsequent to a Reverse Split will
remain the same. It is not anticipated that the Company's financial condition, the percentage ownership of management, the number
of shareholders, or any aspect of the Company's business would materially change, solely as a result of a Reverse Split. A Reverse
Split will be effectuated only for all of the Company's Common Stock and the conversion rate between the Common Stock and Preferred
Stock will be automatically adjusted to four hundred (400) shares (or at a ratio determined by the Board of Directors) of Preferred
Stock to one (1) share of Common Stock. A Reverse Split will affect all of our shareholders uniformly and will not affect any shareholder's
percentage ownership interests in the Company or proportionate voting power. A Reverse Split will not alter the respective voting
rights and other rights of shareholders.
Increase of Shares of All Classes
of Capital Stock Available for Future Issuance. As a result of a Reverse Split, there will be a reduction in the number
of shares of Common Stock issued and outstanding and no change to the number of authorized shares of the Company’s Common
Stock under the Company’s Articles of Incorporation. Because the number of issued and outstanding shares of Common Stock
will decrease, the number of shares of Common Stock remaining available for issuance in the future will increase. There will be
no change to the number of Preferred Stock authorized, issued and outstanding.
The table below shows the cumulative effect
of the Share Increase and Reverse Split (assuming at 400:1 reverse split) on our Common Stock outstanding as of June 4, 2015.
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Prior to Amendment |
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After Amendment |
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Shares of common stock |
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Authorized |
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1,300,000,000 |
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5,000,000,000 |
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Issued and Outstanding |
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927,187,187 |
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2,317,968 |
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Available for Issuance |
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372,812,813 |
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4,997,682,032 |
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Shares of Preferred Stock |
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Authorized |
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10,000,000 |
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10,000,000 |
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Issued and Outstanding |
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393,429 |
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393,429 |
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Available for Issuance |
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9,606,571 |
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9,606,571 |
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Common Stock
Each share of our common stock entitles
the owner thereof to vote at the rate of one (1) vote for each share held.
Series A Convertible Preferred Stock
Assuming at 400:1 reverse split, every
four hundred (400) shares of our Series A Convertible Preferred Stock will be convertible to 154.32 shares of Common Stock; each
of which entitles the holder 20 votes after the Reverse Split.
Anti-Takeover Effects
Issuance of additional Common Stock may
have the effect of deterring or thwarting persons seeking to take control of us through a tender offer, proxy fight or otherwise
or to bring about removal of incumbent management or a corporate transaction such as a merger. The Share Increase and Revere Split
would permit us to issue additional shares of Common Stock and preferred stock that could dilute the ownership of the holders of
our Common Stock by one or more persons seeking to effect a change in the composition of the Board or contemplating a tender offer
or other transaction for the combination between us and another company. When, in the judgment of the Board, this action will be
in the best interests of our shareholders and us, such shares could be used to create voting or other impediments or to discourage
persons seeking to gain control of us. Such shares also could be privately placed with purchasers favorable to the Board in opposing
such action. The existence of the additional authorized shares of our Common Stock could have the effect of discouraging unsolicited
takeover attempts. The issuance of new shares also could be used to entrench current management or deter an attempt to replace
the Board by diluting the number or rights of shares held by individuals seeking to control us by obtaining a certain number of
seats on the Board. The issuance of shares to certain persons allied with management could have the effect of making it more difficult
to remove our current management by diluting the stock ownership or voting rights of those seeking to cause such removal. The Share
Increase is not being undertaken in response to any effort of which the Board is aware to enable anyone to accumulate shares of
our Common Stock and Preferred Stock or gain control of us or our Common Stock and Preferred Stock. The purpose of the Share Increase
is to provide us with additional shares of our Common Stock and Preferred Stock for acquisitions and other matters and not to provide
any anti-takeover defense or mechanism on our behalf.
Other than the Share Increase and Reverse
Split, the Board does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could
be construed to affect the ability of third parties to take over or change the holders of our voting control. While it is possible
that our management could use the additional authorized shares of our Common Stock or our Preferred Stock to resist or frustrate
a third-party transaction that is favored by a majority of the independent shareholders, we have no intent, plans or proposals
to use the unissued authorized shares of our Common Stock or our Preferred Stock as an anti-takeover mechanism or to adopt other
provisions or enter into other arrangements that may have anti-takeover consequences.
While the Authorized Share and Reverse
Split may have anti-takeover ramifications, the Board believes that the financial flexibility offered by such corporate actions
will outweigh the disadvantages. To the extent that these corporate actions may have anti-takeover effects, third parties seeking
to acquire us may be encouraged to negotiate directly with the Board, enabling us to consider the proposed transaction in a manner
that best serves all of the shareholders' interests.
Dissenter’s
Rights of Appraisal
Neither of §78.320
of the Nevada Revised Statutes nor our Articles of Incorporation or bylaws provide our stockholders with dissenters’ or appraisal
rights in connection with the Action discussed in this Information Statement
INTEREST OF
CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The Board, consisting
of the five members, Ronald W. Pickett, Stephen Sadle, Robert P. Crabb, H. James Magnuson and Arthur P. Dammarell, approved the
Actions, and Majority Voting Stockholders of the Company, Ronald W. Pickett, Stephen Sadle and Robert P. Crabb, further approved
the Actions.
Except the foregoing
and disclosed elsewhere in this Information Statement, being the commencement of our last financial year, none of the above persons
has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
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Any director or officer of our corporation; |
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Any proposed nominee for election as a director of our corporation; and |
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Any associate or affiliate of any of the foregoing persons. |
The shareholdings
of our directors and officer are listed below in the section entitled “Principal Shareholders and Security Ownership of Management.” To
our knowledge, the directors have not advised that they intend to oppose the Amendments, as more particularly described herein.
OUTSTANDING
VOTING SECURITIES
As of the date
of the Record Date, the Company had 927,187,187 shares of Common Stock and 393,429 shares of Preferred Stock issued and outstanding.
Each share of outstanding Common Stock is entitled to one vote on matters submitted for Stockholder approval. The Preferred Stock
is convertible, at the option of the holder, into that number of shares of the Company’s Common Stock, at a conversion price
of $0.00648 per share, meaning for every one (1) share of Preferred Stock shall convert into 154.32 shares of Common Stock of the
Company. No fractional shares shall be issued and shall be round up to the next share. Further, the Preferred Stock shall have
the right to twenty (20) votes for each share of Common Stock into which such Preferred Stock could be converted. Therefore, the
393,429 shares of Preferred Stock are convertible to 60,714,353 shares of Common Stock and entitle the Majority Voting Shareholders
to 1,214,287,060 shares in voting power.
On June 4, 2015,
the holder of 61.88% of the outstanding shares of our voting stocks respectively executed and delivered to the Company the Written
Consent approving the actions set forth herein. Since the actions have been approved by the Majority Voting Stockholders, no proxies
are being solicited with this Information Statement.
§78.320 of
the Nevada Revised Statutes provide in substance that unless the Company’s Articles of Incorporation provides otherwise,
stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting
forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.
PRINCIPAL SHAREHOLDERS
AND SECURITY OWNERSHIP OF MANAGEMENT
The following
table sets forth certain information regarding our shares of common stock beneficially owned as of June 4, 2015, for (i) each stockholder
known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and
director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i)
over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person
has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless
otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers
is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of
this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that
such person has the right to acquire within 60 days of June 4, 2015. For purposes of computing the percentage of outstanding shares
of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to
acquire within 60 days of June 4, 2015 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership. Unless otherwise specified, the address of each of the persons set forth below is care of
the company at the address of: 1997 Annapolis Exchange Pkwy., Suite 300, Annapolis, MD 21401.
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Amount and Nature of Beneficial Ownership |
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Common Stock (1) |
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Series A Convertible
Preferred Stock (2) |
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% Total
Voting
Power (3) |
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Name and Address of Beneficial Owner |
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No. of
Shares |
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% of
Class |
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No. of
Shares |
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% of
Class |
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Directors and Officers |
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Ronald Pickett
President, Chief Executive Officer and Chairman |
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54,655,000 |
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5.89 |
% |
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204,378 |
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51.95 |
% |
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32.01 |
% |
Stephen Sadle
Chief Operating Officer and Director |
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51,149,999 |
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5.52 |
% |
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153,284 |
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38.96 |
% |
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24.48 |
% |
Robert P. Crabb
Secretary, Chief Marketing Officer and Director |
|
|
5,000,000 |
|
|
|
* |
|
|
|
35,767 |
|
|
|
9.09 |
% |
|
|
5.39 |
% |
H. James Magnuson
Director |
|
|
1,811,114 |
|
|
|
* |
|
|
|
0 |
|
|
|
- |
|
|
|
* |
|
Arthur P. Dammarell
Director |
|
|
625,500 |
|
|
|
* |
|
|
|
0 |
|
|
|
- |
|
|
|
* |
|
All officers and directors as a group (five persons) |
|
|
113,241,613 |
|
|
|
12.21 |
% |
|
|
393,429 |
|
|
|
100 |
% |
|
|
61.99 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other 5% Security Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Less than 1%. |
|
(1) |
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date. |
|
(2) |
The Preferred Stock is convertible, at the option of the holder, into that number of shares of the Company’s Common Stock, at a conversion price of $0.00648 per share, meaning for every one (1) share of Preferred Stock shall convert into 154.32 shares of Common Stock of the Company. No fractional shares shall be issued and shall be round up to the next share. Further, the Preferred Stock shall have the right to twenty (20) votes for each share of Common Stock into which such Preferred Stock could be converted. Therefore, the 393,429 shares of Preferred Stock are convertible to 60,714,353 shares of Common Stock and entitle the Majority Voting Shareholders to 1,214,287,060 shares in voting power. |
|
(3) |
Percentage Total Voting Power represents total voting power for each beneficial owner with respect to all shares of our Common Stock and Preferred Stock beneficially owner as of June 4, 2015. |
INFORMATION
STATEMENT COSTS
The cost of delivering
this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well as the cost of
forwarding this material to the beneficial owners of our common stock will be borne by us. We may reimburse brokerage firms and
others for expenses in forwarding Information Statement materials to the beneficial owners of our common stock.
HOUSEHOLDING
OF INFORMATION STATEMENT
Some banks, brokers
and other nominee record holders may be participating in the practice of “householding” information statements. This
means that only one copy of our information statement may have been sent to multiple stockholders in each household. We will promptly
deliver a separate copy of either document to any stockholder upon written request to Solar Wind Energy Tower, Inc., 1997 Annapolis
Exchange Pkwy., Suite 300, Annapolis, MD 21401. Attention: Ronald Pickett. Any stockholder who wants to receive separate copies
of our Information Statement in the future, or any stockholder who is receiving multiple copies and would like to receive only
one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder
may contact us at the above address.
|
By Order of the Board of Directors |
|
|
|
|
|
Date: July 1, 2015 |
|
/s/ Ronald Pickett |
|
|
|
Ronald Pickett |
|
|
|
President and Chief Executive Officer |
|