INFORMATION
STATEMENT
OF
CAR
CHARGING GROUP, INC.
1691
MICHIGAN AVENUE
SUITE
601
MIAMI
BEACH, FL 33139
(305)
521-0200
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PURPOSE
OF INFORMATION STATEMENT
This
Information Statement advises stockholders of the Company of action taken on February 7, 2017 by written
consent by the Majority Stockholders as of the Record Date.
GENERAL
OVERVIEW OF ACTION
Action
by Written Consent
The
following actions were approved by the Majority Stockholders pursuant to the Written Consent, in lieu of a special meeting:
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the
granting of discretionary authority to the Board, at any time or times for a period of 12 months after the date of the Written
Consent, to adopt an amendment to the Articles of Incorporation to effect the Reverse Stock Split.
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the
granting of discretionary authority to the Board, at any time or times for a period of 12 months after the date of the Written
Consent, to adopt an amendment to the Articles of Incorporation to effect the Name Change.
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This
Information Statement is being furnished to all of our Stockholders in accordance with Section 14C of the Exchange Act, and the
rules promulgated by the SEC thereunder, solely for the purpose of informing our Stockholders of the action taken by Written Consent
before it becomes effective.
The
Board has fixed the close of business on February 7, 2017, as the record date for the determination of Stockholders who
are entitled to receive this Information Statement. This Information Statement will be mailed on or about February [●],
2017 to Stockholders as of the Record Date.
Pursuant
to the Written Consent, the Majority Stockholders approved the Reverse Stock Split and the Name Change.
The
Actions were unanimously approved by our Board on February 7, 2017. Accordingly, all necessary corporate approvals to effectuate
the Reverse Stock Split and Name Change have been obtained.
This
Information Statement contains a brief summary of the material aspects of the Actions approved by the Board and the Majority Stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
ABOUT
THE INFORMATION STATEMENT
What
is the Purpose of the Information Statement?
This
Information Statement is being furnished to you pursuant to Section 14C of the Exchange Act to notify our Stockholders of certain
corporate actions taken by the Majority Stockholders 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 Stockholders to reduce the costs and implement the Actions
in a timely manner.
Who
is Entitled to Notice?
Each
outstanding share of Common Stock, Series A Preferred Stock, and Series C Preferred Stock, as of record
on the Record Date is entitled to notice of the Actions to be implemented pursuant to the Written Consent.
What
Vote is Required to Approve the Actions?
As
of the Record Date, there were 129,466,079 shares of voting securities issued and outstanding consisting of (i)
80,476,508 shares of Common Stock issued and outstanding and (ii) 11,000,000, and 150,427 shares of Series A and Series
C Preferred Stock, respectively, issued and outstanding, as if converted into 27,500,000 and 21,489,571 shares of Common
Stock, respectively. The 8,250 shares of Series B Preferred Stock outstanding as of the Record Date and convertible into 2,116,568
shares of Common Stock as of such date are not included in the list of voting securities as they do not have voting rights unless
and until such shares of Series B Preferred Stock are converted into shares of Common Stock. Pursuant to the Series A Certificate
of Designation, as amended, the holders of shares of Series A Preferred Stock vote together with the holders of Common Stock as
a single class. The Series A holders are entitled to cast the number of votes equal to the number of whole shares of Common Stock
into which shares of Series A Preferred Stock are convertible as of the record date of the vote in question. Pursuant to the Series
C Certificate of Designation, the holders of shares of Series C Preferred Stock vote together with the holders of Common Stock
as a single class and the Series C holders are entitled to cast the number of votes equal to the number of whole shares of Common
Stock into which shares of Series C Preferred Stock are convertible as of the record date of the vote in question. Pursuant to
Sections 4(a) and 6(d) of the Series C Certificate of Designation, however, the number of such “as-converted Series C votes”
of any one holder are limited to 9.99% of the total outstanding voting securities on the record date of the vote in question,
or 12,933,661 “as-converted Series C votes” as of the Record Date.
Our
majority stockholders consist of Michael D. Farkas (our Executive Chairman who holds shares personally and who controls shares
and voted on behalf of shares held by his children, a family trust, a family foundation, and an entity wholly owned by Mr. Farkas),
BLNK Holdings LLC (Mr. Farkas has voting power and investment power with regard to this entity’s holdings. BLNK Holdings
LLC is not a subsidiary of the Company.), Nathan Low (Mr. Low holds shares personally and controls shares and voted on behalf
of shares held by a foundation and Sunrise Securities Corp), and NLBDIT Portfolio LLC (a trust, held in the name of Mr. Low’s
children, of which Mr. Low is a trustee) (collectively, the “Majority Stockholders”). As of the Record Date, the
Majority Stockholders held 26,337,216 shares of Common Stock, 10,000,000 shares of Series A Preferred Stock convertible
into 25,000,000 shares of Common Stock, and 119,249 shares of Series C Preferred Stock convertible into 17,035,571
shares of Common Stock. Although the 114,491 shares of Series C Preferred Stock held by BLNK Holdings LLC were convertible into
16,355,857 shares of Common Stock as of the Record Date, BLNK Holdings LLC was limited, pursuant to Sections 4(a) and 6(d) of
the Series C Certificate of Designation, to 12,933,661 “as-converted Series C votes” as of the Record Date. As
detailed below, the Majority Stockholders’ holdings represent approximately 50.17% of the total outstanding voting
shares.
Pursuant
to NRS Section 78.320 and our bylaws, at least a majority of the voting equity of the Company, or at least 64,733,041 votes,
are required to approve the Reverse Stock Split and Name Change by written consent. Pursuant to the Certificate of Designation,
as amended, of the Series A Preferred Stock and the Certificate of Designation of the Series C Preferred Stock, we are
required to obtain the approvals of: (i) holders of 60% of the shares of Series A Preferred Stock outstanding; and (ii) and holders
of 60% of the shares of Series C Preferred Stock outstanding. The Majority Stockholders, which hold in the aggregate: (i)
64,950,591 shares of voting equity (and therefore having 50.17% of the total voting power of all outstanding
voting capital); (ii) 10,000,000 shares of Series A Preferred Stock (and therefore having 90.91% of the shares
of Series A Preferred Stock outstanding); and (iii) 119,249 shares of Series C Preferred Stock (and therefore having
79.27% of the shares of Series C Preferred Stock outstanding), have voted in favor of the Reverse Stock Split and the Name
Change thereby satisfying the requirement that at least a majority of the voting equity vote in favor of a corporate action by
written consent and satisfying the requirements of our bylaws and our Series A and Series C Certificates of Designation. Therefore,
no other stockholder consents will be obtained in connection with this Information Statement.
Name of Majority Stockholders
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Common Stock
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Series A
Preferred
Stock
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Series A
on an as-
Converted
Basis
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Series C
Preferred
Stock
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Series C on
an as-
Converted
Basis
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Number of
Votes that
Voted
in Favor of
the Actions
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Percentage
of Voting
Equity that
Voted in
Favor of
the Actions
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Michael D. Farkas
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12,870,657
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10,000,000
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25,000,000
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4,758
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679,714
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38,550,371
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29.78
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%
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BLNK Holdings LLC
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7,142,857
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0
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0
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114,491
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12,933,661
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*
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20,076,518
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15.51
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%
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Nathan Low
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4,573,702
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0
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0
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0
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0
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4,573,702
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3.53
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%
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NLBDIT Portfolio LLC
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1,750,000
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0
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0
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0
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0
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1,750,000
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1.35
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%
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Total
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26,337,216
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10,000,000
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25,000,000
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119,249
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13,613,375
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64,950,591
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50.17
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%
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*
Although
the 114,491 shares of Series C Preferred Stock held by BLNK Holdings LLC were convertible into 16,355,857 shares of Common Stock
as of the Record Date, BLNK Holdings LLC was limited, pursuant to Sections 4(a) and 6(d) of the Series C Certificate of Designation,
to 12,933,661 “as-converted Series C votes” as of the Record Date.
Do
I have appraisal rights?
Neither
the NRS nor our Articles of Incorporation or bylaws provide our Stockholders with appraisal rights in connection with the Actions
discussed in this Information Statement.
What
is the reason for the Reverse Stock Split and Name Change?
The
Board believes the Reverse Stock Split is necessary and advisable in order to meet the initial listing requirements of The NASDAQ
Capital Market (“NASDAQ”). The Board also believes that the Reverse Stock Split and any resulting increase per share
price of the common stock could also enhance the acceptability and marketability of the common stock to the financial
community and investing public. Further, the Board is of the opinion that it is advisable to change the name of the Company to
more appropriately reflect the Company’s business focus.
Recent
Developments
We
entered into a Securities Purchase Agreement dated October 7, 2016 (the “Purchase Agreement”) with JMJ Financial,
a Nevada sole proprietorship (“JMJ,” and together with our Company, the “Parties In accordance with its terms,
the Purchase Agreement became effective upon (i) execution by the Parties of the Purchase Agreement, a note, and a warrant, and
(ii) delivery of an initial advance pursuant to the note of $500,000, which occurred on October 13, 2016. The note and warrant
were issued on October 13, 2016. Pursuant to the Purchase Agreement, JMJ purchased from our Company (i) a Promissory Note in the
aggregate principal amount of up to $3,725,000 due and payable on the earlier of February 15, 2017 or if the Listing Approval
End Date (as defined in the note) is February 28, 2017, March 31, 2017, or the third business day after the closing of the public
offering (for which the Company has filed a Registration Statement on Form S-1 in November 2016 as amended in December 2016),
and (ii) a Common Stock Purchase Warrant to purchase 714,285 shares of Common Stock at an exercise price per share equal
to the lesser of (a) 80% of the per share price in the contemplated public offering, (b) $0.70 per share, (c)
80% of the unit price in the public offering (if applicable), (d) the exercise price of any warrants issued in the
public offering, or (e) the lowest conversion price, exercise price, or exchange price, of any security issued by us that
is outstanding on October 13, 2016. Pursuant to the terms of the note, JMJ has agreed that it will not convert the note into more
than 9.99% of our outstanding shares. JMJ currently does not own any shares of Common Stock. The initial amount borrowed
under the note was $500,000, with the remaining amounts permitted to be borrowed under the note being subject to us achieving
certain milestones. The filing of this Information Statement and the implementation of the Reverse Stock Split are two such milestones.
JMJ will receive a Common Stock Purchase Warrant after each advance. With the achievement of certain milestones in November
2016, an additional advance of $500,000 occurred on November 28, 2016. Another warrant to purchase 714,285 shares of Common Stock
was issued as of November 28, 2016. The aggregate exercise price of the two warrants issued through November 28, 2016 is $1,000,000.
As of February 7, 2017, a number of events of default under the JMJ Promissory Note have occurred. As of such date, however, JMJ
has not sought any remedies or assessed any fees for such events of default.
On
the fifth (5th) trading day after the pricing of the public offering, but in no event later than February 28, 2017, or, if the
Listing Approval End Date is February 28, 2017, in no event later than March 31, 2017, we will deliver to JMJ shares of Common
Stock (“Origination Shares”) equal to 48% of the consideration paid by JMJ under the note divided by the lowest of
(i) $0.70 per share, (ii) the lowest daily closing price of the Common Stock during the ten days prior to delivery of the Origination
Shares (subject to adjustment for stock splits), (iii) 80% of the Common Stock offering price of the public offering, (iv) 80%
of the unit price offering price of the public offering (if applicable), or (v) the exercise price of any warrants issued in the
public offering.
We
agreed with JMJ that until the closing of the public offering, if we issue any security with any term more favorable to the holder
of such security or with a term in favor of the holder of such security that was not similarly provided to JMJ in the note or
the warrants, such term, at the JMJ’s option, shall become a part of the transaction documents with JMJ. In addition, we
agreed to a one-year prohibition (after the closing of the public offering) on issuing securities at an effective price per share
lower than the greatest of: (i) the exercise price of any warrant issued to JMJ; (ii) the offering price in the public offering;
or (iii) the exercise price of any warrants issued in the public offering. In addition, we agreed on a prohibition on issuing
any debt or variable rate security.
On
February 7, 2017, Eventide Gilead Fund and BLNK Holdings LLC (Mr. Farkas has voting power and investment power with regard to
this entity’s holdings. BLNK Holdings LLC is not a subsidiary of the Company.) completed a sales transaction. Eventide Gilead
Fund sold all of the Company’s securities that it owned (7,142,857 shares of Common Stock, 114,491 shares of Series C Preferred
Stock, warrants to purchase 26,230,176 shares of the Company’s Common Stock, and all rights, claims, title, and interests
in any securities of whatever kind or nature issued or issuable as a result of Eventide Gilead Fund’s ownership of the Company’s
securities) to BLNK Holdings LLC
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ACTIONS
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the Actions approved by the Board and the Majority Stockholders.
ACTION
I – REVERSE STOCK SPLIT
APPROVAL
OF THE GRANTING OF DISCRETIONARY AUTHORITY TO THE BOARD, AT ANY TIME OR TIMES FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF THE
WRITTEN CONSENT, TO ADOPT AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, TO EFFECT A REVERSE STOCK SPLIT AT A
RATIO OF UP TO 1 FOR 50, SUCH RATIO TO BE DETERMINED BY THE BOARD, OR TO DETERMINE NOT TO PROCEED WITH THE REVERSE STOCK SPLIT
In
accordance with the NRS, the Board approved a resolution to adopt an amendment to the Articles of Incorporation to effect a reverse
stock split of the Common Stock at any time or times during the next twelve (12) months in the range of up to 1:50, such ratio
to be determined by the Board (the “Reverse Stock Split”).
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM
THE TREATMENT OF FRACTIONAL SHARES, AS EXPLAINED BELOW UNDER THE CAPTION “FRACTIONAL SHARES.”
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE
TO ISSUE TO NEW OR EXISTING STOCKHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED.
Reasons
for Reverse Stock Split
The
Board believes it is in the best interests of the Company and its Stockholders to have the authority, in their discretion, to
implement the Reverse Stock Split, as it is likely to increase the market price for the Common Stock as fewer shares will be outstanding.
The Common Stock is presently quoted on the OTC Pink Current Information Marketplace under the symbol “CCGI”. As disclosed
in a Registration Statement on Form S-1 that the Company filed with the SEC on November 7, 2016 as amended on December 21,
2016 (the “Registration Statement”), we intend to apply to have the Common Stock listed on NASDAQ. The main goal
of the increase in market price is to allow the Company to meet the $4 minimum bid price requirement of NASDAQ. Subsequent
to the filing of the Registration Statement, the Company applied to have the Common Stock listed on NASDAQ.
Immediately
following the completion of the Reverse Stock Split, the number of shares of Common Stock issued and outstanding or held in treasury
would be reduced proportionately based on the reverse stock split ratio of up to 1-for-50, as determined by the Board. A reverse
stock split by a publicly traded company reduces the number of shares outstanding, but leaves the market capitalization of the
company the same, which results in an increase in the price per share of the company’s stock. Put another way, after a reverse
stock split, the enterprise value of the company is spread over fewer shares and so the per share price of the stock will be higher.
The
Reverse Stock Split would decrease the number of outstanding shares but not the number of authorized shares. The Reverse Stock
Split is not being made in connection with any going- private transaction, nor does management currently have any intention to
effectuate the privatization of the Company. There can be no assurance that the Reverse Stock Split will result in the benefits
described above. The Company cannot assure you that the Reverse Stock Split will not further adversely impact the market price
of the Common Stock.
Implementation
and Effects of the Reverse Stock Split
If
the Board elects to implement the Reverse Stock Split, which the Board may choose not to do at its discretion, the Reverse Stock
Split would have the following effects:
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the
number of shares of the Common Stock owned by each Stockholder will automatically be reduced proportionately based on the
reverse stock split ratio determined by the Board;
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a
proportionate adjustment will be made to the par value of the Common Stock, such that the stated value of the Company’s
capital will be reduced;
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the
number of shares of the Common Stock issued and outstanding will be reduced proportionately;
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proportionate
adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding
options and warrants entitling the holders thereof to purchase shares of the Common Stock, which will result in approximately
the same aggregate price being required to be paid for such options or warrants upon exercise of such options or warrants
immediately preceding the reverse stock split; and
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a
proportionate adjustment will be made to the per share conversion price under the terms of the Company’s outstanding
convertible promissory notes, Series B and Series C Preferred Stock.
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As
of the Record Date, under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Stock
Split will not result in a proportionate adjustment to the per share conversion price of the Series A Preferred Stock. The Board
does not anticipate effectuating the Reverse Stock Split until an agreement has been reached between the Board and the
holders of the Series A Preferred Stock as to what extent the Reverse Stock Split will affect the Series A Preferred Stock and
such agreement is, in the judgment of the Board, in the best interests of the Company and its stockholders.
The
table set forth below illustrates the Company’s hypothetical capitalization subsequent to reverse stock splits in varying
ratios with the ratio of 1-for-50 being the maximum ratio which may be effectuated by the Board pursuant to the Written Consent.
This hypothetical model is based on the total number of shares issued and outstanding as of the Record Date (including the Series
A Preferred Stock and Series C Preferred Stock convertible into Common Stock as of the Record Date) and gives effect to the Reverse
Stock Split, as well as shares of Common Stock issued and outstanding and issuable upon the conversion/exercise of promissory
notes, options and warrants
Hypothetical Reverse Stock Split Ratio
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Shares
of Common Stock issued and outstanding following Reverse Stock Split
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Shares
of Common Stock issued and outstanding and issuable upon the conversion/exercise of promissory notes, options and warrants
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Shares
of Common Stock available for future issuance following Reverse Stock Split
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1:10
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12,944,608
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7,174,668
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479,880,724
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1:20
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6,472,301
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3,587,334
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489,940,365
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1:50
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2,588,922
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1,434,934
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495,976,144
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The
Board may decide not to proceed with the Reverse Stock Split for various reasons including general stock market/business conditions.
Potential
for Significant Dilution of Equity Interest
The
Reverse Stock Split will not affect the rights of Stockholders or any Stockholder’s proportionate equity interest in the
Company, subject to the treatment of fractional shares. At this time the Company has no plans to issue such additional shares
of its capital stock, other than (i) as required for existing and additional financings, (ii) in connection with the underwritten
offering planned as disclosed in the Registration Statement, and (iii) as compensation and incentives to employees and directors
under the Company’s existing stock incentive plans and other arrangements that may be undertaken.
The
future issuance of such authorized shares may have the effect of diluting the Company’s earnings per share and book value
per share, as well as the stock ownership and voting rights of the current Stockholders. The effective increase in the number
of authorized but unissued shares of the Common Stock may be construed as having an anti-takeover effect by permitting the issuance
of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of
the Company’s Certificate of Incorporation or By-laws.
Fractional
Shares
No
scrip or fractional share certificates will be issued in connection with the Reverse Stock Split. In lieu of issuing fractional
shares, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not
evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive an additional fraction
of a share of Common Stock to round up to the next whole share
.
Authorized
Shares
As
of the Record Date, there were 500,000,000 shares of authorized Common Stock and 40,000,000 shares of authorized preferred stock,
of which 20,000,000 is designated as Series A Preferred Stock, 10,000 is designated as Series B Preferred Stock, and 250,000 is
designated as Series C Preferred Stock and 19,740,000 is undesignated preferred stock. As of the Record Date, there were 129,466,079
shares of voting securities issued and outstanding consisting of (i) 80,476,508 shares of Common Stock issued and outstanding
and (ii) 11,000,000, and 150,427 shares of Series A and Series C Preferred Stock, respectively, issued and outstanding,
as if converted into 27,500,000 and 21,489,571 shares of Common Stock, respectively. The 8,250 shares of Series B Preferred
Stock outstanding as of the Record Date and convertible into 2,116,568 shares of Common Stock as of such date are not included
in the list of voting securities as they do not have voting rights unless and until such shares of Series B Preferred Stock are
converted into shares of Common Stock.
As
of the Record Date, we had 58,652,225 shares of Common Stock reserved for issuance pursuant to warrants, 12,263,711
shares of Common Stock reserved for issuance pursuant to options, and 830,742 shares of Common Stock
reserved for the conversion of promissory notes. As a result of the Reverse Stock Split, the number of shares remaining available
for future issuance under the Company’s authorized pool of Common Stock would increase. In addition, the Company
will continue to have 28,841,323 authorized but unissued shares of preferred stock.
These
authorized but unissued shares would be available for issuance from time to time for corporate purposes such as raising additional
capital, acquisitions of businesses or assets and sales of stock or securities convertible into Common Stock. The Company believes
that the availability of the authorized but unissued shares will provide it with the flexibility to meet business needs as they
arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. If the Company issues
additional shares, the ownership interests of holders of the Common Stock may be diluted. Also, if the Company issues shares of
its preferred stock, the issued shares may have rights, preferences and privileges senior to those of the Common Stock
.
Other
Effects on Issued and Outstanding Shares
If
the Reverse Stock Split is implemented, the rights and preferences of the issued and outstanding shares of the Common Stock would
remain the same after the Reverse Stock Split. Each share of Common Stock issued pursuant to the Reverse Stock Split would be
fully paid and non-assessable.
In
addition, the Reverse Stock Split would result in some stockholders owing “odd-lots” of fewer than 100 shares of the
Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions
in “round-lots” of even multiples of 100 shares.
Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates
If
the Board chooses to effect the Reverse Stock Split, it would be implemented by filing a Certificate of Amendment to the Articles
of Incorporation with the Secretary of State of the State of Nevada. The Reverse Stock Split will become effective at the time
specified in the Certificate of Amendment, which will most likely be immediately after the filing of the Certificate of Amendment
and which the Company refers to as the “effective time.” Beginning at the effective time, each certificate representing
shares of the Common Stock before the Reverse Stock Split will automatically be deemed for all corporate purposes to evidence
ownership based on the reverse stock split ratio, not to exceed a ratio of 1-for-50 shares of the Common Stock after the Reverse
Stock Split. As of the Record Date, under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the
Reverse Stock Split will not result in a proportionate adjustment to the per share conversion price of the Series A Preferred
Stock. The Board does not anticipate effectuating the Reverse Stock Split until an agreement has been reached between the
Board and the holders of the Series A Preferred Stock as to what extent the Reverse Stock Split will affect the Series A Preferred
Stock and such agreement is, in the judgment of the Board, in the best interests of the Company and its stockholders.
As
soon as practicable after the effective time, stockholders will be notified that the Reverse Stock Split has been effected. The
Company expects that its transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates.
Stockholders of record will receive a letter of transmittal requesting that they surrender the stock certificates they currently
hold for stock certificates reflecting the adjusted number of shares as a result of the Reverse Stock Split. Persons who hold
their shares in brokerage accounts or “street name” will not be required to take any further actions to effect the
exchange of their certificates. No new certificates will be issued to a stockholder until the stockholder has surrendered the
stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the
exchange agent. Until surrender, each certificate representing shares before the Reverse Stock Split will continue to be valid
and will represent the adjusted number of shares rounded down to the nearest whole share.
Stockholders should not destroy any
stock certificate and should not submit any certificates until they receive a letter of transmittal.
CUSIP
Number
As
a result of the Reverse Stock Split and Name Change, the Common Stock will receive a new CUSIP number, which is the number
used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will need to be exchanged
for stock certificates with the new CUSIP number. The Common Stock will continue to be quoted on the OTC Markets, subject
to compliance with OTC Pink Marketplace listing standards.
No
Dissenters’ Rights
Under
the NRS, the Stockholders are not entitled to dissenters’ rights with respect to the Reverse Stock Split, and the Company
will not independently provide Stockholders with any such right.
Anti-Takeover
Effects of the Reverse Stock Split
A
possible effect of the Reverse Stock Split may be to discourage a merger, tender offer or proxy contest, or the assumption of
control by a holder of a large block of the Company’s voting securities and the removal of incumbent management. The Board
could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort
favored by a majority of the independent stockholders that would provide an above market premium by issuing additional shares
of our Common Stock.
The
Reverse Stock Split is not the result of the Board’s knowledge of an effort to accumulate any of the Company’s securities
or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split
a plan by the Board to adopt a series of amendments to the Articles of Incorporation or our Bylaws to institute an anti-takeover
provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material
anti-takeover consequences.
Although
the Reverse Stock Split is not being undertaken by the Board to institute an anti-takeover provision, in the future the Board
could, subject to its fiduciary duties and applicable law, use the unissued shares of Common Stock to frustrate persons
seeking to take over or otherwise gain control of the Company by, for example, privately placing shares with purchasers who might
side with the Board in opposing a hostile takeover bid. Shares of Common Stock could also be issued to a holder that would
thereafter have sufficient voting power to assure that any proposal to amend or repeal the Company’s Bylaws or certain provisions
of the Articles of Incorporation would not receive the requisite vote. Such uses of the Common Stock could render more
difficult, or discourage, an attempt to acquire control of the Company, if such transactions were opposed by the Board. However,
it is also possible that an indirect result of the anti-takeover effect of the Reverse Stock Split could be that our shareholders
will be denied the opportunity to obtain any advantages of a hostile takeover, including, but not limited to, receiving a premium
to the then current market price of the Common Stock, if the same was so offered by a party attempting a hostile takeover
of the Company.
Federal
Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material United States federal income tax consequences of the Reverse Stock Split. It does not
purport to be a complete discussion of all of the possible United States federal income tax consequences of the Reverse Stock
Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax
consequences. This discussion does not address the tax consequences to holders that are subject to special tax rules, such as
banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law
as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the shares
of Common Stock held by our Stockholders before the Reverse Stock Split were, and the shares of Common Stock held after the Reverse
Stock Split will be, held as “capital assets,” as defined in the Internal Revenue Code of 1986, as amended (i.e.,
generally, property held for investment). The tax treatment of a Stockholder may vary depending upon the particular facts and
circumstances of such Stockholder. Each stockholder is urged to consult with such Stockholder’s own tax advisor with respect
to the tax consequences of the Reverse Stock Split.
No
gain or loss will be recognized by a Stockholder upon such Stockholder’s
exchange of shares held before the Reverse Stock Split for shares after the Reverse Stock Split. The aggregate tax basis of the
shares of the Common Stock received in the Reverse Stock Split (including any fraction of a share deemed to have been received)
will be the same as the Stockholder’s aggregate tax basis in the shares of our Common Stock exchanged therefor. The
Stockholder’s holding period for the shares of our Common Stock after the Reverse Stock Split will include the period during
which the Stockholder held the shares of our Common Stock surrendered in the Reverse Stock Split.
This
summary of certain material United States federal income tax consequence of the Reverse Stock Split is not binding on the Internal
Revenue Service, the Company or the courts. Accordingly, each Stockholder should consult with his or her own tax advisor with
respect to all of the potential tax consequences to him or her of the Reverse Stock Split.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
ACTION
II – NAME CHANGE
APPROVAL
OF THE GRANTING OF DISCRETIONARY AUTHORITY TO THE BOARD, AT ANY TIME OR TIMES FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF THE
WRITTEN CONSENT, TO ADOPT AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, TO CHANGE THE NAME OF THE COMPANY TO
“BLINK CHARGING CO.”, OR TO DETERMINE NOT TO PROCEED WITH THE NAME CHANGE
Reasons
for Name Change
The
Company’s current name dates to December 2008. Since 2014, our principal line of products and services has been our
Blink EV charging network (the “Blink Network”) and EV charging equipment (also known as electric vehicle supply
equipment) and EV related services. As “Blink” is our major brand, the Board wishes to better clarify the
identity of the Company. The Board believes that the name “Blink Charging Co.” better reflects the
Company’s current products and focus.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date, there were 500,000,000 shares of authorized Common Stock and 40,000,000 shares of authorized preferred stock,
of which 20,000,000 is designated as Series A Preferred Stock, 10,000 is designated as Series B Preferred Stock, and 250,000 is
designated as Series C Preferred Stock and 19,740,000 is undesignated preferred stock. As of the Record Date, there were 8,250
shares of Series B Preferred Stock outstanding. As of the Record Date, there were 129,466,079 shares of voting securities
issued and outstanding consisting of (i) 80,476,508 shares of Common Stock issued and outstanding and (ii) 11,000,000, and 150,427
shares of Series A and Series C Preferred Stock, respectively, issued and outstanding, as if converted into 27,500,000 and
21,489,571 shares of Common Stock, respectively. The 8,250 shares of Series B Preferred Stock outstanding as of the Record
Date and convertible into 2,116,568 shares of Common Stock as of such date are not included in the list of voting securities as
they do not have voting rights unless and until such shares of Series B Preferred Stock are converted into shares of Common Stock.
The
Board is not soliciting your consent or your proxy in connection with this action, and no consents or proxies are being requested
from stockholders. The vote that was required to approve the transactions described in this Information Statement was the affirmative
vote of the holders of a majority of the aggregate voting power of all outstanding shares of capital stock of the Company entitled
as of the Record Date to vote on such matters.
NRS
Section 78.320 and Article I, Section 1 of the Company’s bylaws, provide that stockholders of the Company may act by written
consent without a meeting if such stockholders hold the number of shares representing not less than the minimum number of votes
that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present
and voted.
EFFECTIVENESS
OF CORPORATE ACTION
Under
Rule 14c-2 of the Securities Exchange Act of 1934, as amended, the Actions will not be effective until 20 days after this Information
Statement is first mailed or otherwise delivered to our stockholders entitled to receive notice thereof.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our capital stock as of the Record
Date for:
|
●
|
each
of our executive officers;
|
|
|
|
|
●
|
each
of our directors;
|
|
|
|
|
●
|
all
of our current directors and executive officers as a group; and
|
|
|
|
|
●
|
each
person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock
|
We
have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment
power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws.
The
percentages in the table below are based on, as of the Record Date, 129,466,079 shares of voting securities issued and
outstanding consisting of (i) 80,476,508 shares of Common Stock issued and outstanding and (ii) 11,000,000, and 150,427
shares of Series A and Series C Preferred Stock, respectively, issued and outstanding, as if converted into 27,500,000
and 21,489,571 shares of Common Stock, respectively. The 8,250 shares of Series B Preferred Stock outstanding as of the Record
Date and convertible into 2,116,568 shares of Common Stock as of such date are not included in the list of voting securities as
they do not have voting rights unless and until such shares of Series B Preferred Stock are converted into shares of Common Stock.
Shares of Common Stock issuable pursuant to convertible promissory or subject to options or warrants currently exercisable
or exercisable within 60 days are deemed outstanding for purposes of computing the percentage of the person holding such options
or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person
.
Under
Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote
or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power
to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Car Charging Group, Inc., 1691 Michigan
Avenue, Suite 601, Miami Beach, Florida 33139.
|
|
Amount
and Nature of Beneficial Ownership
|
|
Name
and Address of Beneficial Owner
|
|
Shares
|
|
|
Percent
|
|
BLNK
Holdings LLC (1)
3411
Silverside Road, Rodney Building, Suite 104, Wilmington, DE 19810
|
|
|
49,728,890
|
(2)
|
|
|
31.94
|
%
|
Platinum
Partners (3)
152
West 57th Street, 4
th
Floor
New
York, NY 10019
|
|
|
10,015,200
|
(4)
|
|
|
8.17
|
%
|
Nathan
Low
641
Lexington Avenue, 25th Floor New York, NY 10022
|
|
|
9,543,573
|
(5)
|
|
|
7.21
|
%
|
|
|
|
|
|
|
|
|
|
Allston
Limited
Blake
Building, Suite 302 Corner of Hutson & Eyre Street Belize City, Belize
|
|
|
7,457,143
|
(6)
|
|
|
5.65
|
%
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
Michael
D. Farkas
|
|
|
93,091,680
|
(7)
|
|
|
58.00
|
%
|
Michael
Calise
|
|
|
245,588
|
(8)
|
|
|
*
|
|
Ira
Feintuch
|
|
|
4,966,286
|
(9)
|
|
|
3.81
|
%
|
Andrew
Shapiro
|
|
|
781,978
|
(10)
|
|
|
*
|
|
Donald
Engel
|
|
|
390,520
|
(11
)
|
|
|
*
|
|
Andy
Kinard
|
|
|
542,457
|
(12)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
All
directors and officers as a group (6 people)
|
|
|
100,018,509
|
|
|
|
61.52
|
%
|
(1)
|
Mr.
Farkas has voting power and investment power with regard to this entity’s holdings.
|
(2)
|
Includes 7,142,857 shares
of Common Stock, 114,491 shares of Series C Convertible Preferred Stock as if converted into 16,355,857 shares of Common Stock,
and warrants for 26,230,176 shares of Common Stock which are currently exercisable.
|
(3)
|
Consists
of shares beneficially owned by Platinum Partners Value Arbitrage Fund LP and Platinum Partners Liquid Opportunity Master Fund
LP which are affiliated and vote their shares in tandem.
|
(4)
|
Includes
10,014,400 shares of Common Stock and warrants for 619,048 shares of Common Stock currently exercisable.
|
(5)
|
Includes
3,368,702 shares of Common Stock held by Sunrise Securities Corp., which is 100% owned by Nathan Low; 1,750,000 shares of
Common Stock held by NLBDIT Portfolio LLC, a trust, held in the name of Mr. Low’s children, of which Mr. Low is a trustee;
1,200,000 shares of Common Stock held by the Sunrise Charitable Foundation (Mr. Low has voting power and investment power
with regard to this entity’s holdings), 250,000 shares owned by Mr. Low’s wife, 5,000 shares owned by
Mr. Low, and warrants for 2,969,871 shares of Common Stock currently exercisable, held by entities controlled by Mr. Low
|
(6)
|
Includes
5,000,000 shares of Common Stock and warrants for 2,457,143 shares of Common Stock currently exercisable
.
|
(7)
|
Includes
7,142,857 shares of Common Stock, 114,491 shares of Series C Convertible Preferred Stock as if converted into
16,355,857 shares of Common Stock, and warrants for 26,230,176 shares Common Stock which are currently exercisable all
of which is held by BLNK Holdings LLC. Also includes 1,694,163 shares of Common Stock, 10,000,000 shares of Series A Convertible
Preferred Stock as if converted into 25,000,000 shares of Common Stock, 4,758 shares of Series C Convertible Preferred Stock
as if converted into 679,714 shares of Common Stock, and options for 1,035,000 shares of Common Stock currently exercisable
all of which is held in the name of Mr. Farkas. Also included are 750,000 shares of Common Stock
owned in total by Mr. Farkas’ three minor children over which Mr. Farkas has voting authority and serves
as custodian; 4,000 shares of Common Stock owned by the Farkas Family Irrevocable Trust of which Mr. Farkas is a beneficiary
and 360,000 shares of Common Stock owned by The Farkas Family Foundation of which Mr. Farkas has voting authority as
trustee. Also includes convertible notes and accrued interest thereon which are convertible into 772,419 shares
of Common Stock, 10,062,494 shares of Common Stock, and warrants for 3,005,000 shares of Common Stock
currently exercisable, held by The Farkas Group, Inc. which is wholly-owned by Mr. Farkas.
|
|
|
(8
)
|
Includes
230,588 shares of Common Stock and options for 15,000 shares of Common Stock currently exercisable.
|
|
|
(9)
|
Includes
1,500,000 shares of Common Stock, 1,000,000 shares of Series A Convertible Preferred Stock as if converted into 2,500,000
shares of Common Stock, 1,584 shares of Series C Convertible Preferred Stock as if converted into 226,286 shares of Common
Stock, and options for 740,000 shares of Common Stock currently exercisable.
|
|
|
(10)
|
Includes
266,978 shares of Common Stock and options for 515,000 shares of Common Stock currently exercisable.
|
|
|
(11
)
|
Includes
55,520 shares of Common Stock and options for 335,000 shares of Common Stock currently exercisable.
|
|
|
(12)
|
Includes
72,790 shares of Common Stock and options for 469,667 shares of Common Stock currently exercisable.
|
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
No
officer or director has any substantial interest in the matters acted upon by our Board and the Majority Stockholders,
other than in their roles as an officer or director or as one of the Majority Stockholders.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
This
Information Statement should be read in conjunction with certain reports that we previously filed with the SEC. The Company files
reports and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained at the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (also known as “EDGAR”).
Copies of such filings may also be obtained by writing to the Company at 1691 Michigan Avenue, Suite 601, Miami Beach, FL 33139.
INCORPORATION
BY REFERENCE
The
information contained in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and the financial statements included our Registration Statement on Form S-1/A as filed with the SEC
on December 21, 2016 is incorporated herein by reference. A copy of our Registration Statement on Form S-1/A is
being mailed to each shareholder with this Schedule 14C.
FORWARD-LOOKING
STATEMENTS
This
Information Statement and the documents to which we refer you in this Information Statement may contain forward-looking statements
that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Information
Statement that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, the
management of the Company and the Company’s expectations, beliefs, strategies, objectives, plans, intentions and similar
matters. All forward-looking statements included in this Information Statement are based on information available to the Company
on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,”
“will,” “should,” “could,” “expects,” “plans,” “anticipates,”
“intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,”
“goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,”
or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.
Forward-looking
statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected
or implied in those statements.
We
caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information
currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements
are as of the date of this Information Statement. We undertake no obligation to revise such forward-looking statements to accommodate
future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any
forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking
statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions
and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company’s
public filings with the SEC, which are available to the public at the SEC’s website at www.sec.gov. For additional information,
please see the section titled “Where You Can Obtain Additional Information” above.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
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 Information Statement, to the Company at Corporate
Secretary, 1691 Michigan Avenue, Suite 601, Miami Beach, Florida 33139, telephone: (305) 521-0200.
If
multiple stockholders sharing an address have received one copy of the 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 the 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.
This
Information Statement is provided to the stockholders of the Company only for information purposes in connection with the Reverse
Stock Split and Name Change, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information
Statement.
By
Order of the Board of Directors
By:
|
/s/
Michael J. Calise
|
|
Name:
|
Michael
J. Calise
|
|
Title:
|
Chief
Executive Officer
|
|
Dated:
|
February
[●],
2017
|
|
Annex
A
FORM
OF CERTIFICATE OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
CAR CHARGING GROUP, INC., AS AMENDED
Car
Charging Group, Inc.
2.
|
The
articles have been amended as follows (provide article numbers, if available):
|
Third
Article:
The
Company is authorized to issue up to 540,000,000 shares of stock, of which 500,000,000 shares shall be authorized for common stock,
par value $0.001 and 40,000,000 shares shall be authorized for blank check preferred stock, par value $0.001.
Pursuant
to the stockholder consent, the board of directors is hereby authorized to issue the preferred stock and to fix the designations,
preferences and rights of the preferred stock pursuant to a board resolution.
Effective
at 12:01 a.m. on [ ], 2017 (the “Effective Time”), every [ ] shares of common stock issued and outstanding
immediately prior to the Effective Time (“Old Common Stock”) shall automatically be combined, without any action on
the part of the holder thereof, into one (1) validly issued, fully paid and non-assessable share of common stock (“New Common
Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).
No fractional shares of common stock shall be issued in connection with the Reverse Stock Split. No stockholder of the Corporation
shall transfer any fractional shares of common stock. The Corporation shall not recognize on its stock record books any purported
transfer of any fractional share of common stock. No certificates representing fractional shares of New Common Stock will
be issued in connection with the Reverse Stock Split. Holders who otherwise would be entitled to receive fractional share
interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will
automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole
share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each certificate
that immediately prior to the Effective Time represented shares of Old Common Stock (“Old Certificates”), shall thereafter
represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by the Old Certificate
shall have been combined.
3.
|
The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: .
|
4.
|
Effective
date of filing (optional): Upon filing
|
5.
|
Officer
Signature (Required):
|
|
|
Michael
J. Calise, Chief Executive Officer
|
|
Annex
B
FORM
OF CERTIFICATE OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
CAR CHARGING GROUP, INC., AS AMENDED
Car
Charging Group, Inc.
2.
|
The
articles have been amended as follows (provide article numbers, if available):
|
First
Article: the name of the corporation has been changed to Blink Charging Co.
3.
|
The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: .
|
4.
|
Effective
date of filing (optional): Upon filing
|
5.
|
Officer
Signature (Required):
|
|
|
Michael
J. Calise, Chief Executive Officer
|
|