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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No fee required. |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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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 5,000,000,000 shares to 20,000,000,000 shares, par value $0.0001 per share (the “Share Increase”). |
The Share Increase
is 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 November __, 2015 to stockholders as 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 NOVEMBER __, 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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| November 9, 2015 |
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/s/ Ronald Pickett |
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Ronald Pickett
Director, President and Chief Executive Officer |
SOLAR WIND ENERGY TOWER, INC.
1997 ANNAPOLIS EXCHANGE PKWY., SUITE
300
ANNAPOLIS, MD 21401
INFORMATION STATEMENT
November __, 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 September 11, 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
146,575,613 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 carrying 1,214,287,060 votes.
Together with the shares of Common Stock, the Majority Voting Shareholders hold 1,360,872,879 shares in voting power. As a result,
the Majority Voting Shareholders holdings represent approximately 52.34% 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 5,000,000,000 shares to 20,000,000,000 shares, par value $0.0001 per share (the “Share Increase”). |
The Share Increase
is 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 November [ ], 2015 to stockholders of the Record Date.
The Actions
were unanimously approved by our Board of Directors on September 11, 2015.
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 2,599,841,375 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 approximately 154.32 shares of Common
Stock of the Company. Fractional shares 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 carrying 1,214,287,060 votes. Therefore,
together with the shares of Common Stock, the Majority Voting Shareholders hold 1,360,872,879 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 20,000,000,000 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.
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 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, 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 Share Increase 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, Robert P. Crabb, H. James Magnuson
and Arthur P. Dammarell 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 2,599,841,375 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 approximately 154.32 shares of Common
Stock of the Company. Fractional shares 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 carrying 1,214,287,060 votes. Together with the
shares of Common Stock, the Majority Voting Shareholders hold 1,360,872,879 shares in voting power.
On September
11, 2015, the holders of 52.34% of the outstanding shares of our voting stock 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 September 11, 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 September 11, 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 September 11, 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) | | |
Series A Convertible
Preferred Stock (2) | | |
% Total | |
| Name and Address of Beneficial Owner | |
No. of
Shares | | |
% of
Class | | |
No.
of
Shares | | |
%
of
Class | | |
Voting
Power (3) | |
| Directors and Officers | |
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Ronald Pickett
President, Chief Executive Officer and Chairman | |
| 71,322,000 | | |
| 2.74 | % | |
| 204,378 | | |
| 51.95 | % | |
| 27.00 | % |
Stephen Sadle
Chief Operating Officer and Director | |
| 67,816,999 | | |
| 2.60 | % | |
| 153,284 | | |
| 38.96 | % | |
| 20.81 | % |
Robert P. Crabb
Secretary, Chief Marketing Officer and Director | |
| 5,000,000 | | |
| * | | |
| 35,767 | | |
| 9.09 | % | |
| 4.44 | % |
H. James Magnuson
Director | |
| 1,811,114 | | |
| * | | |
| 0 | | |
| - | | |
| * | |
Arthur P. Dammarell
Director | |
| 625,500 | | |
| * | | |
| 0 | | |
| - | | |
| * | |
| All officers and directors as a group (five persons) | |
| 146,575,613 | | |
| 5.64 | % | |
| 393,429 | | |
| 100 | % | |
| 52.34 | % |
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| Other 5% Security Holders | |
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| None | |
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| * | | Less
than 1%. |
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| (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. |
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| (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
every one (1) share of Preferred Stock shall convert into approximately 154.32 shares
of Common Stock of the Company. Fractional shares 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. |
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| (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 September
11, 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.
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By Order of the Board of Directors |
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| Date: November 9, 2015 |
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/s/ Ronald Pickett |
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Ronald Pickett |
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President and Chief Executive Officer |