UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 14C
(Rule 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| ☒ |
Preliminary Information Statement |
| ☐ |
Definitive Information Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
LEGEND OIL
AND GAS, LTD.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
| (1) |
Title of each class of securities to which transaction applies: _____________________ |
| (2) |
Aggregate number of securities to which transaction applies: _____________________ |
| (3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____________________ |
| (4) |
Proposed maximum aggregate value of transaction: _____________________ |
| (5) |
Total fee paid: _____________________ |
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) |
Amount Previously Paid: _____________________ |
| (2) |
Form, Schedule or Registration Statement No.: _____________________ |
| (3) |
Filing Party: _____________________ |
| (4) |
Date Filed: _____________________ |
LEGEND OIL
& GAS, LTD.
555 Northpoint Center East, Suite 400
Alpharetta, GA 30022
(678) 366-4587
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.
We are furnishing this
notice and the accompanying information statement (the “Information Statement”) to the holders of shares of common
stock, par value $0.0001 per share (“Common Stock”), of Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”)
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C
and Schedule 14C thereunder, in connection with the approval of the action described below (the “Action”) taken by
written consent of the holders of a majority of the issued and outstanding shares of Common Stock:
| |
• |
To increase the number
of authorized shares of the Company’s Common Stock from 1,100,000,000 to 5,000,000,000 authorized shares of Common Stock. |
The purpose of this Information
Statement is to notify our stockholders that on November 4, 2015, the owners of approximately 66.6% of our issued and outstanding
shares of Common Stock and the owner of 100% of our Series B Preferred Stock (the “Majority Stockholders”) executed
a written consent approving the Action. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Action will become
effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders.
The written consent that
we received constitutes the only stockholder approval required for the Action under Colorado law and, as a result, no further action
by any other stockholder is required to approve the Action and we have not and will not be soliciting your approval of the Actions.
This notice and the accompanying
Information Statement are being mailed to our stockholders on or about __________, 2015. This notice and the accompanying Information
Statement shall constitute notice to you of the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange
Act.
A copy of this Information
Statement and our 2014 Annual Report are available at www.midconoil.com.
| |
By Order of the Board of Directors,
|
| |
/s/ Andrew Reckles |
| |
Chairman and Chief Executive Officer |
Table
of Contents
LEGEND OIL
& GAS, LTD.
555 Northpoint Center East, Suite 400
Alpharetta, GA 30022
678-366-4400
INFORMATION STATEMENT
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
This Information Statement
is being furnished to the holders of shares of common stock, par value $0.001 per share (“Common Stock”), of Legend
Oil and Gas, Ltd. in connection with the action by written consent of the holders of a majority of our issued and outstanding shares
of Common Stock taken without a meeting to approve the actions described in this Information Statement. In this Information Statement,
all references to “the Company,” “we,” “us” or “our” refer to Legend Oil and Gas,
Ltd. We are mailing this Information Statement to our stockholders of record on or about _________ _, 2015.
Pursuant to Rule 14c-2
promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the actions described herein will not become effective until at least 20 calendar days following
the date on which this Information Statement is first mailed to our stockholders.
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 Company’s Common Stock held of record
by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
Action by Board of Directors and Majority Stockholders
On November 4, 2015, the
Board of Directors (the “Board”) and the Majority Stockholders of the Company unanimously adopted resolutions approving
the following action (the “Action”):
| |
• |
To increase the number of authorized shares of the Company’s Common Stock from 1,100,000,000 to 5,000,000,000 authorized shares of Common Stock. |
As of the close of business
on November 4, 2015, we had 936,683,273 shares of Common Stock and 9,643 shares of Series B Convertible Preferred Stock (the “Preferred
Stock”) outstanding and entitled to vote on the Action. Each share of outstanding Common Stock is entitled to one vote. Each
share of Preferred Stock is entitled to 33,333.33 votes.
On November 4, 2015, pursuant
to Section 7-107-104 of the Colorado Revised Statutes (“CSR”) and as provided by the Company’s Restated Articles
of Incorporation, we received written consents approving the Action from stockholders holding an aggregate of 623,763,333 shares
of our Common Stock representing 66.6% of our outstanding shares of Common Stock, and an aggregate of 9,643 shares of our Preferred
Stock representing 100% of our outstanding shares of Preferred Stock (the “Majority Stockholders”). Thus, your consent
is not required and is not being solicited in connection with the approval of the Actions.
INTERESTS OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS TO BE ACTED UPON
No officer or director
of the Company has any substantial interest in the Actions, other than in his role as an officer or director of the Company.
QUESTIONS AND ANSWERS REGARDING THE
AMENDMENT TO
OUR RESTATED ARTICLES OF INCORPORATION
| Q: |
What corporate actions were approved by the Action by Written Consent of the Majority Stockholders? |
| A: |
Pursuant to the Action by Written Consent of the Majority Stockholders, holders of a majority of the outstanding shares of our Common Stock and our Preferred Stock approved the Amendment described above, which will (i) increase the total number of authorized shares of the Company’s Common Stock to 5,000,000,000 shares. Previously, the Certificate of Incorporation authorized the Company to issue 1,100,000,000 shares of Common Stock. A copy of the Action by Written Consent of Stockholders is attached as Annex A to this Information Statement and incorporated herein by reference. |
| Q: |
Why is the Company increasing the number of shares of Common Stock that it is authorized to issue? |
| A: |
There are two primary reasons the Board believes that the increase in the number of authorized shares of Common Stock is in the best interests of the Company. First, pursuant to its recent issuance of 9,643 shares of the Preferred Stock in exchange for the cancellation of approximately $9.64 million of indebtedness, the Company is required to authorize a sufficient number of shares of Common Stock for such Preferred Stock to be converted into shares of Common Stock. Second, the increased number of authorized shares of Commons Stock will provide the Company with available shares that may be issued for various corporate purposes, including equity financings, acquisitions, stock options and other derivative securities. The Board also believes that the increase in the number of authorized shares of Common Stock will enable the Company to benefit from market conditions and any favorable financing opportunities in the future without further delay and expense to the Company. |
| Q: |
How many shares of Common Stock were voted in favor of the Amendment? |
| A: |
The approval of the Amendment required the written consent of the holders of at least a majority of the outstanding shares of our Common Stock and of our Preferred Stock. Each share of our Common Stock and Preferred Stock is entitled to one vote and 33,333.33 votes, respectfully, in connection with the Amendment. The Written Consent of Stockholders referenced above, which was executed and delivered to the Company on November 4, 2015, by holders of 623,763,333 shares of our Common Stock (representing approximately 66.6% of the 936,683,273 shares of Common Stock outstanding as of such date) and 9,643 shares of the Preferred Stock (representing 100% of the shares of Preferred Stock outstanding as of such date) was sufficient to approve the proposed Amendment. Consequently, no additional votes are required to approve the Amendment. |
| Q: |
Why is the Company amending its Articles of Incorporation through stockholder action by written consent in lieu of holding a meeting of our stockholders? |
| A: |
Under the Colorado Corporation Code, our Articles of Incorporation and our Bylaws, the Company’s stockholders may take action by written consent in lieu of holding a meeting. To avoid the significant time and expense associated with calling and holding a special meeting of the Company’s stockholders, the stockholders listed above, which held a sufficient number of shares of outstanding Common Stock and Preferred Stock to approve the Amendment without requiring the Company to solicit proxies the proxy of any other stockholder, determined to take action by written consent. Therefore, the Company is not required to solicit the vote or consent of any stockholders to effect the Amendment. However, the Company is obligated by the federal securities laws to provide this Information Statement to you in connection with the Amendment. |
| Q: |
Has the Board approved the Amendment? |
| A: |
Yes. On November 4, 2013, the Board unanimously approved the Amendment, declared its advisability, and recommended that our stockholders approve the Amendment. |
| Q: |
When will the Amendment be effective? |
| A: |
The Amendment will become effective upon filing with the Secretary of State of the State of Colorado. Pursuant to Rule 14c-2(b) promulgated under the Exchange Act, such filing will not occur until at least 20 calendar days following the mailing of this Information Statement to our stockholders. The Company currently anticipates that the Amendment will be filed and take effect on or about December __, 2015. |
| Q: |
Can I dissent or exercise appraisal rights in connection with the Amendment? |
| A: |
Pursuant to the Colorado Corporation Code, our Articles of Incorporation and our Bylaws, our stockholders are not entitled to exercise appraisal or other dissenters’ rights in connection with the Amendment or the other matters described in this Information Statement. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following tables set
forth information with respect to the beneficial ownership of our Common Shares as of November 1, 2015 by our directors, named
executive officers, and directors and executive officers as a group, as well as each person (or group of affiliated persons) who
is known by us to beneficially own 5% or more of our Common Shares. As of the latest practical date before filing this mailing
this Information Statement, there were 936,683,273 Common Shares issued and outstanding.
The percentages of Common
Shares beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination
of beneficial ownership of securities. 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 to direct the voting of the
security, or investment power, which includes the power to dispose of or to direct the disposition of the security. To our knowledge,
unless indicated in the footnotes to the table, each beneficial owner named in the tables below has sole voting and sole investment
power with respect to all shares beneficially owned.
| Title of Class | |
Name of Beneficial Owner | |
Amount and Nature of
Beneficial Ownership | |
Percent of Class |
| Common stock, par value $0.001 | |
Hillair Capital Investments, L.P.
c/o Hillair Capital Management LLC
345 Lorton Ave., Suite 330
Burlingame, CA 94010
| |
600,000,000 | |
| 64 | % |
| | |
| |
| |
| | |
| Common stock, par value $0.001 | |
Warren S. Binderman
President and Chief Financial Officer
555 Northpoint Center East, Suite 400
Alpharetta, GA 30022
| |
7,500,000 | |
| * | |
| Common stock, par value $0.001 | |
Andrew Reckles(1)
555 Northpoint Center East, Suite 400 Alpharetta,
GA 30022 | |
16,263,333 | |
| 1.7 | % |
| | |
| |
| |
| | |
| TOTAL: | |
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623,763,333 | |
| 66.6 | % |
|
*Less than one percent.
(1)
Mr. Reckles beneficially owns these shares through
Northpoint Energy Partners, LLC, of which he is the managing member. |
| Title of Class | |
Name of Beneficial Owner | |
Amount and Nature of Beneficial Ownership | |
Percent of Class |
| Series B Preferred Stock, par value $0.001 | |
Hillair Capital Investments, L.P.
c/o Hillair Capital Management LLC
345 Lorton Ave., Suite 330 Burlingame, CA 94010 | |
9,643 | |
| 100 | % |
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS 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 the
Company at Legend Oil and Gas, Ltd., 555 Northpoint Center East, Suite 400, Alpharetta, GA 30022, 678-366-4400.
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 send notification to or call the Company’s 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.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with
the SEC. You may obtain such SEC filings from the SEC’s website at http: //www.sec.gov. You can also read and copy these
materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about
the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330.
ANNEX A
WRITTEN CONSENT
JOINT WRITTEN CONSENT
IN LIEU OF A MEETING OF THE STOCKHOLDERS
AND BOARD OF DIRECTORS
OF
LEGEND OIL AND GAS, LTD.
November 4, 2015
In
lieu of a meeting, the undersigned, being all of the members of the Board (the “Board”) of Legend Oil
and Gas, Ltd. (the “Company”), and the holders of a majority vote of the stockholders of the Company (the “Majority
Stockholders”) waive any and all requirements for the holding of a meeting of the
Board and the Stockholders, including without limitation, any requirements as to notice thereof, and take the following actions
and adopt the following recitals and resolutions by signing this Joint Written Consent in Lieu of a Meeting:
WHEREAS, the
Company desires to adopt the following resolutions (the “Resolutions”); and
WHEREAS,
the undersigned, in their capacity as the Majority Stockholders and all members of the Board, believe the adoption of the Resolutions
is advisable and in the best interests of the Company and its Stockholders.
NOW THEREFORE,
BE IT RESOLVED, that the undersigned, in their capacity as the Majority Stockholders and all members of the Board, hereby authorize,
approve and adopt the following Resolutions:
RESOLVED, that the
Company increase the number of authorized shares of the Company’s Common Stock from 1,100,000,000 to 5,000,000,000 authorized
shares of Common Stock.
FURTHER RESOLVED,
that the appropriate officers of the Company are hereby authorized, empowered and directed to take all such further actions and
to carry out the Resolutions adopted herein;
FURTHER RESOLVED,
that all actions previously taken and all agreements, instruments, documents, and certificates executed and delivered through the
date hereof by any officer of the Company, in connection with the foregoing resolutions, are hereby authorized, approved, ratified
and confirmed in all respects;
FURTHER RESOLVED,
that the officers of the Company each be, and hereby is, authorized and directed to take such additional actions as may be
necessary or desirable to effect the intent of the foregoing Resolutions; and
FURTHER RESOLVED,
that this Joint Written Consent of the Stockholders and Board of the Company may be executed in several counterparts or in counterpart
signature pages, and all so executed shall constitute one Joint Written Consent, notwithstanding that all of the undersigned are
not signatories to the original or the same counterpart or counterpart signature page, and a facsimile of a signature to this Joint
Written Consent shall be deemed and treated for all purposes of execution to be as valid as an original signature thereto; and
FURTHER RESOLVED,
that the Secretary of the Company is hereby directed to file a copy of this Joint Written Consent of the Stockholders and Board
of the Company with the minutes of the proceedings of the Company.
IN WITNESS WHEREOF,
the undersigned, being the Majority Stockholders and all of the members of the Board of the Company, hereby execute the foregoing
Joint Written Consent effective as of the date set forth above, for the purpose of giving consent hereto, thereby agreeing that
the foregoing resolutions shall be of the same force and effect as if regularly adopted at a meeting of the Stockholders and the
Board of the Company held upon due notice.
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BOARD OF DIRECTORS |
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|
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|
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ANDREW RECKLES |
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|
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WARREN S. BINDERMAN |
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|
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JEFFREY KAPLIN |
| STOCKHOLDERS |
|
NO. OF SHARES |
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|
|
| Hillair Capital Investments, L.P. |
|
|
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|
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| By: |
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600,000,000 (Common) |
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9,643 Series B Preferred |
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| Northpoint Energy Partners, LLC |
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| By: |
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16,263,333 (Common) |
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Andrew Reckles |
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Managing Member |
|
|
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|
|
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| WARREN S. BINDERMAN |
|
7,500,000 (Common) |
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