3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
JANUARY 31, 2018
To the Stockholders:
Notice is hereby given that a special meeting of the stockholders (the
"Meeting") of Golden Eagle International, Inc. (the "Company") will be held at 1
Park Plaza, Suite 600, Large Conference Room, Irvine, CA 92614 on January 31,
2018 at 10:00 a.m. (Pacific Time), for the following purposes:
(1) to approve an 1-for-11 reverse split of the Company's common stock.
(2) to approve the cancellation of the Company's Series A, C and D
preferred shares;
(3) to approve an amendment to the Series B preferred shares such that
each Series B preferred share will be entitled to one vote per share
on any matter submitted to the Company's shareholders; and
(4) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Advantego Corporation.
to transact such other business as may properly come before the Meeting.
January 3, 2018 is the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting (the "Record Date"). Holders of
the Company's common stock and Series B preferred stock are entitled to vote at
the special meeting of shareholders.
Shareholders of the Company owning a majority of the Company's outstanding
common stock (two persons), as well as Gulf Coast Capital, LLC, which owns a
majority of the Company's outstanding Series B preferred shares, intend to vote
in favor of the proposals to come before the meeting.
GOLDEN EAGLE INTERNATIONAL, INC.
January 8, 2018 Robert W. Ferguson
Chief Executive Officer
PLEASE INDICATE YOUR VOTING INSTRUCTIONS
ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY.
2
GOLDEN EAGLE INTERNATIONAL, INC.
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
PRINCIPAL SHAREHOLDERS
The following table lists, as of January 3, 2018, the shareholdings of (i)
each person owning beneficially 5% or more of the Company's common stock; (ii)
each executive officer and director of the Company, and (iii) all officers and
directors as a group. Unless otherwise indicated, each owner has sole voting and
investment power over his shares of common stock.
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Robert W. Ferguson 51,166,000 32%
1 Park Plaza, Suite 600
Irvine, CA 92614
3
|
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Fred Popke 51,166,000 32%
1 Park Plaza, Suite 600
Irvine, CA 92614
Philip F. Grey 400,000 .003%
2114 Ridge Plaza Dr.
Castle Rock, CO 80108
John J. Carvelli -- --
1 Park Plaza, Suite 600
Irvine, CA 92614
Barry Adnams -- --
1 Park Plaza, Suite 600
Irvine, CA 92614
Mark Bogani 15,186,939 9.5%
3934 Platte Ave.
Sedalia, CO 80135
All Officers and Directors 102,732,000 64%
as a Group (five persons)
|
The following table lists, as of January 3, 2018, the shareholdings of each
person owning the Company's Series B preferred stock. Unless otherwise
indicated, each owner has sole voting and investment power over his shares of
preferred stock.
Name and Address Number of Shares (1) Percent of Class
---------------- ---------------- ----------------
Steve Olson 30,000 13%
30-4 Woodland Hills Drive
Southgate, Kentucky 41071
Joseph Smith 25,000 10%
725 College Terrace
Niagara Falls, NY 14305
Stuart Rubin 25,000 10%
5876 N.W. 54th Circle
Coral Springs, FL 33067
Gulf Coast Capital, LLC (2) 160,000 67%
901 Venetia Bay Blvd., Suite 350
Venice, FL 34285-8041
|
(1) Each preferred share is entitled to 250 votes at the special shareholders'
meeting.
4
(2) Gulf Coast Capital is controlled by Mark Bogani, a former officer and a
director of the Company.
PROPOSAL TO APPROVE A REVERSE SPLIT
OF THE COMPANY'S COMMON STOCK
As of the date of this proxy statement, the Company had 159,883,328
outstanding shares of common stock which were owned by 1,177 shareholders of
record. Approximately 840 shareholders own ten or less shares. These 840
shareholders collectively own approximately 30,368 shares of the Company's
common stock. Based upon the closing market price of the Company's common stock
on January 3, 2018 ($0.09 per share), eleven shares were worth $0.99. Since the
Company's transfer agent charges $30.00 to transfer a certificate, eleven shares
of the Company's common stock (or any lesser number) are essentially worthless.
By eliminating approximately 840 shareholders of record whose shares do not have
any practical value, the Company can greatly reduce the cost associated with
mailing proxy statements and other communications to its shareholders.
Accordingly, stockholders are being requested to approve an 1-for-11
reverse split of the outstanding shares of the Company's common stock.
The reverse split, if adopted, would not change the number of shares of
common stock which the Company is authorized to issue. However, a reverse split
would reduce the number of the Company's outstanding shares, which would enable
the Company to issue more shares than it would be able to issue if the reverse
split was not adopted.
No fractional shares will be issued if the reverse stock split is approved.
Rather, the Company will pay $0.09 to any shareholder who will own less than
eleven shares after the reverse stock split. To obtain payment, a former
shareholder must send a written request to the Company at the address shown on
the first page of this proxy statement.
At the present time the Company's common stock trades on the over the
counter market system maintained by the OTC Markets Group. The Company has no
plans to terminate the registration of its common stock under the Securities
Exchange Act of 1934 as a result of the stock split.
The Company's Board of Directors recommends that stockholders vote for this
proposal.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE
DESIGNATIONS OF THE SERIES A, C AND D
PREFERRED SHARES AND RETURN THESE SHARES TO THE STATUS
OF AUTHORIZED BUT UNISSUED SHARES
Since 2005 the Company's board of directors has authorized the issuance of
four separate series of preferred stock (Series A, B, C and D). As of the date
of this Proxy Statement, only Series B preferred shares are outstanding. Since
the Company does not have any plans to issue any shares of its shares Series A,
C or D preferred stock, the Company's Board of Directors recommends that the
Company's shareholders approve this proposal.
5
PROPOSAL TO AMEND THE SERIES B PREFERRED SHARES SUCH THAT
EACH SERIES B PREFERRED SHARE IS ENTITLED TO ONLY ONE VOTE PER SHARE ON ANY
MATTER SUBMITTED TO THE COMPANY'S SHAREHOLDERS.
As of the date of this Proxy Statement the Company had 240,000 outstanding
shares of Series B preferred stock. Each Series B preferred share is convertible
into one half of a share of the Company's common stock (or 120,000 shares in
total). However, each Series B share is entitled to 250 votes on any matter
submitted to the Company's shareholders (or 60,000,000 votes in total). In
contrast, each outstanding share of the Company's common stock is entitled to
one vote per share. Since the number of votes to which the Series B shares are
entitled is disproportionate to the number of common shares issuable upon the
conversion of the Series B shares, bringing the voting rights of the Series B
preferred shares in line with the Company's common stock is considered
advisable.
The Company's Board of Directors recommends that the Company's shareholders
vote for this proposal.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME
OF THE COMPANY TO ADVANTEGO CORPORATION
On October 28, 2016 the Company acquired all of the issued and outstanding
shares of Advantego Technologies, Inc. ("Advantego") in exchange for 127,915,000
shares of its common stock.
As a result of the acquisition, the former shareholders of Advantego own
approximately 85% of the Company's common stock and the Company's business plan
has changed. The Company now plans to develop software products and related
services which are designed to enable an organization to rapidly and cost
effectively create a comprehensive promotional and marketing campaign using
social media marketing, customer relationship management and lead generation.
The Company plans to provide its software to a variety of clients, including
businesses, financial institutions, real estate related entities, national
franchise organizations, governmental agencies, schools and charities.
Accordingly, the shareholders of the Company are being requested to vote on
a proposal to amend the Company's Articles of Incorporation to change the name
of the Company to Advantego Corporation. The Board of Directors recommends that
the shareholders vote for this proposal since the directors are of the opinion
that changing the Company's corporate name is appropriate as the new name will
reflect the Company's new business.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
6
GOLDEN EAGLE INTERNATIONAL, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Shareholder's Meeting to Be Held on January 31, 2018.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
3. The Notice of the Special Meeting of Shareholders and related Proxy
Statement are available at www.advantego.com.
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
January 15, 2018 to facilitate timely delivery.
The special meeting of the Company's shareholders will be held at 1 Park
Plaza, , Suite 600, Large Conference Room, Irvine, CA 92614 on January 31, 2018,
at 10:00 a.m. Pacific Time, for the following purposes:
1. to approve an 1-for-11 reverse split of the Company's common stock;
and
2. to approve the cancellation of the Company's Series A, C and D
preferred shares;
3. to approve an amendment to the Series B preferred shares such that
each Series B preferred share will be entitled to one vote per share
on any matter submitted to the Company's shareholders; and
4. approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Advantego Corporation.
to transact such other business as may properly come before the
Meeting.
The Board of Directors recommends that shareholders vote FOR proposals
1, 2, 3 and 4.
January 3, 2018 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Holders of the Company's
common stock may cast one vote for each share held. Holders of the Company's
Series B preferred stock may cast 250 votes for each share held.
7
Shareholders may access the following documents at www.advantego.com/investor:
o Notice of the Special Meeting of Shareholders;
o Company's 2018 Proxy Statement;
o Proxy Card; and
o December 31, 2016 10-K report.
Shareholders may request a paper copy of the Proxy Materials and Proxy Card by
calling (949) 627-8977, by emailing the Company at shareholders@advantego.com,
or by visiting www.advantego.com/investor/#notifications and indicating if you
want a paper copy of the proxy materials and proxy card:
o for this meeting only; or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on January 3, 2018, you can, if desired,
attend the special meeting and vote in person. Shareholders can obtain
directions to the 2018 special shareholders' meeting at
www.advantego.com/contact.
Please visit www.advantego.com/investor to print and fill out the Proxy
Card. Complete and sign the proxy card and mail the Proxy Card to:
Advantego Technologies, Inc.
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
8
PROXY
GOLDEN EAGLE INTERNATIONAL, INC.
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of the Company acknowledges receipt of the Notice of
the Special Meeting of Stockholders to be held on January 31, 2018, at 10:00
a.m., local time, at 1 Park Plaza, Suite 600, Large Conference Room, Irvine, CA
92614, and hereby appoints Robert W. Ferguson with the power of substitution, as
Attorney and Proxy to vote all the shares of the undersigned at said special
meeting of stockholders and at all adjournments thereof, hereby ratifying and
confirming all that said Attorney and Proxy may do or cause to be done by virtue
hereof. The above named Attorneys and Proxies are instructed to vote all of the
undersigned's shares as follows:
(1) to approve an 1-for-11 reverse split of the Company's common stock;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) to approve the cancellation of the Company's Series A, C and D preferred
shares;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) to approve an amendment to the Series B preferred shares such that each
Series B preferred share will be entitled to one vote per share on any
matter submitted to the Company's shareholders;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) approve an amendment to the Company's Articles of Incorporation to change
the name of the Company to Advantego Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
to transact such other business as may come before the meetings.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1, 2, 3 AND 4.
Dated this ____ day of _________, 2018.
(Signature)
(Print Name)
Please sign your name exactly as it appears on your stock certificate. If
shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at
the meeting.
Send the proxy statement by regular mail, email, or fax to:
Advantego Technologies, Inc.
Attn: Legal Department
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
Email: shareholders@advantego.com
Fax: (949) 272-0059