UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the
Securities
Exchange Act of 1934
Check
the appropriate box:
☒
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
☐
Definitive Information Statement
American Resources Corporation
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules
14c-5(g)
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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☐
Fee paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule, or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
AMERICAN RESOURCES CORPORATION
February
4, 2020
Dear
Shareholders:
The
enclosed Information Statement is being furnished to the holders of
record of shares of the common stock (the “Common
Stock”) of American Resources Corporation, a Florida
corporation (the “Company” or “ARC”), as of
the close of business on the record date, December 31,
2019. The purpose of the Information Statement is to
notify our shareholders that on January 28, 2020, the Company
received a written consent in lieu of a meeting of shareholders
(the “Written Consent”) from the shareholders holding a
majority of the common shares voting rights of the Company, Mark C.
Jensen, Thomas M. Sauve, Kirk P. Taylor, Gregory Q. Jensen, and
Adam B. Jensen, the holder of a combined 13,925,909 votes of our
common stock representing 51.37% of the voting rights of the issued
and outstanding shares of our common stock. The Written
Consent adopted resolutions and approved the
following:
1.
To amend the Articles of
Incorporation to amend the designations of the Series A Preferred
Stock;
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the Company’s
registered office and registered agent.
You are
urged to read the Information Statement in its entirety for a
description of the actions taken by the majority of shareholders of
the Company. The resolutions will become effective ten calendar
days after this Information Statement is first mailed to our
shareholders. A copy of the proposed Amendment to the Articles
of Incorporation is attached as an exhibit to this Information
Statement.
THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND
NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH
IS
DESCRIBED HEREIN, WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
No
action is required by you. The enclosed Information
Statement is being furnished to you to inform you that the
foregoing actions have been approved by the holders of at least a
majority of the voting rights of the common outstanding shares of
all voting stock of the Company. Because shareholders holding at
least a majority of the voting rights of our outstanding common
stock have voted in favor of the foregoing actions, and have
sufficient voting power to approve such actions through its
ownership of common stock, no other shareholder consents will be
solicited in connection with the transactions described in this
Information Statement. The Board is not soliciting your
proxy in connection with the adoption of these resolutions, and
proxies are not requested from stockholders.
This
Information Statement is being e-mailed on or about February 4,
2020 to shareholders of record on December 31, 2019.
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Sincerely,
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/s/
Mark C. Jensen
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Mark C.
Jensen
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Chief
Executive Officer
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American Resources
Corporation
9002
Technology Lane
Fishers, Indiana
46038
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_____________________
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
_________________________________
NO VOTE
OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS
REQUIRED
IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
enclosed Information Statement is being furnished to the holders of
record of shares of the common stock (the “Common
Stock”) of American Resources Corporation, a Florida
corporation (the “Company” or “ARC”), as of
the close of business on the record date December 31,
2019.
Action by Written Consent
The
purpose of the Information Statement is to notify our shareholders
that on January 28, 2020, the Company received a written consent in
lieu of a meeting of shareholders (the “Written
Consent”) from the shareholders holding a majority of the
common shares voting rights of the Company, Mark C. Jensen, Thomas
M. Sauve, Kirk P. Taylor, Gregory Q. Jensen, and Adam B. Jensen,
the holder of a combined 13,925,909 votes of our common stock
representing 51.37% of the voting rights of the issued and
outstanding shares of our common stock. The Written Consent
adopted resolutions which approved the following:
1.
To amend the
Articles of Incorporation to amend the designations of the Series A
Preferred Stock;
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the Company’s
registered office and registered agent.
You are
urged to read the Information Statement in its entirety for a
description of the actions taken by the majority of shareholders of
the Company. The resolutions will become effective ten calendar
days after this Information Statement is first mailed to our
shareholders. A copy of the proposed Amendment to the Articles
of Incorporation is attached as an exhibit to this Information
Statement.
Stockholders Entitled to Receive Notice of Action by Written
Consent
Because
shareholders holding at least a majority of the voting rights of
our outstanding common stock have voted in favor of the foregoing
actions, and have sufficient voting power to approve such actions
through its ownership of common stock, no other shareholder
consents will be solicited in connection with the transactions
described in this Information Statement. The Board is
not soliciting your proxy in connection with the adoption of these
resolutions, and proxies are not requested from
stockholders.
In
accordance with our bylaws, our Board of Directors has fixed the
close of business on December 31, 2019 as the record date for
determining the shareholders entitled to notice of the above noted
actions. This Information Statement is being e-mailed on or about
February 4, 2020 to shareholders of record on December 31,
2019.
DISTRIBUTION AND COSTS
We will
pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. In
addition, we will only deliver one Information Statement to
multiple security holders sharing an address, unless we have
received contrary instructions from one or more of the security
holders. Also, we will promptly deliver a separate copy of this
Information Statement and future shareholder communication
documents to any security holder at a shared address to which a
single copy of this Information Statement was delivered, or deliver
a single copy of this Information Statement and future shareholder
communication documents to any security holder or holders sharing
an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Shareholders
may also address future requests regarding delivery of information
statements by contacting us at the address noted
above.
VOTE REQUIRED; MANNER OF APPROVAL
Because
shareholders holding at least a majority of the voting rights of
our outstanding Common Stock have voted in favor of the foregoing
actions, no other shareholder consents will be solicited in
connection with the transactions described in this Information
Statement. The Board is not soliciting proxies in
connection with the adoption of these proposals, and proxies are
not requested from shareholders.
In
addition, the Florida Business Corporation Act provides in
substance that shareholders may take action without a meeting of
the shareholders and without prior notice if a consent or consents
in writing, setting forth the action so taken, is signed by the
holders of the outstanding voting shares holding not less than the
minimum number of votes that would be necessary to approve such
action at a shareholders meeting. This action is
effective when written consents from holders of record of a
majority of the outstanding shares of voting stock are executed and
delivered to the Company.
The
Company has no other classes of issued voting stock outstanding
other than the Class A common stock, which is entitled one vote for
each share. There are currently 27,110,512 shares of Class A
common stock outstanding. In accordance with our
bylaws, our Board of Directors has fixed the close of business on
December 31, 2019 as the record date for determining the
shareholders entitled to vote or give written consent.
On
January 28, 2020, the Company received a written consent in lieu of
a meeting of shareholders (the “Written Consent”) from
the shareholders Mark C. Jensen, Thomas M. Sauve, Kirk P. Taylor,
Gregory Q. Jensen, and Adam B. Jensen, the holder of a combined
13,925,909 votes of our common stock representing 51.37% of the
voting rights of the issued and outstanding shares of our common
stock. The Written Consent adopted resolutions which
approved the following:
1.
To amend the
Articles of Incorporation to amend the designations of the Series A
Preferred Stock;
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the company’s
primary office and registered agent.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
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Common Stock
Beneficially
Owned (1)
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Percent of Common Stock Beneficially
Owned (2)
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Officers
and Directors
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Mark C. Jensen,
Chief Executive Officer, Director
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5,318,977
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18.96%
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Thomas M. Sauve,
President, Director
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4,336,010
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15.99%
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Kirk P. Taylor,
Chief Financial Officer
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1,620,383
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5.98%
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Tarlis R. Thompson,
Chief Operating Officer
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163,170
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0.60%
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All
Directors and Officers as a Group (4 persons)
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11,258,540
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41.53%
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5%
Holders
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Gregory Q.
Jensen
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1,620,383
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5.98%
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All
Directors, Officers and 5% Holders as a Group (5
persons)
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12,878,923
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47.51%
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(1) A
person is deemed to be the beneficial owner of securities that can
be acquired by such a person within 60 days from December 31, 2019,
upon exercise of options, warrants or convertible securities. Each
beneficial owner’s percentage ownership is determined by
assuming that options, warrants and convertible securities that are
held by such a person (but not those held by any other person) and
are exercisable within 60 days from that date have been
exercised.
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(2)
Based on 27,110,512 Class A Common Stock outstanding as of
December 31, 2019. These percentages have been rounded for
convenience.
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OTHER MATTERS
The
Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the
holders of a majority of the shares of the Company’s voting
stock.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read or copy any document we file
at the public reference room maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. Copies
of this information may also be obtained by mail from the
SEC’s Public Reference Branch at 100 F Street,
N.E., Washington, D.C. 20549. In addition, our filings with
the SEC are also available to the public on the SEC’s
internet website at http://www.sec.gov
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Exhibit
No.
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Description of Exhibit
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Amendment to
Articles of Incorporation
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Filed
herewith
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Consent
to Action by Shareholders
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Filed
herewith
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IF YOU
HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE
PLAN, PLEASE CONTACT:
American Resources Corporation
9002
Technology Lane
Fishers,
Indiana 46038
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Sincerely,
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February
4, 2020
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/s/
Mark C. Jensen
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Mark C.
Jensen
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Chief
Executive Officer
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