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:
o
Preliminary Information
Statement
o
Confidential, for Use
of the Commission Only (as permitted by Rule
14a-5(d)
(1))
x
Definitive Information
Statement
SAVOY
ENERGY CORPORATION
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(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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Fee
previously paid 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)
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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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SAVOY
ENERGY CORPORATION
11200
WESTHEIMER, SUITE 900
HOUSTON
TX 77042
713-243-8788
November
8, 2010
Dear
Shareholder:
This
Information Statement is furnished to holders of shares of common stock, $.001
par value (the "Common Stock") of Savoy Energy Corporation (the
"Company"). We are sending you this Information Statement to inform
you that on October 21, 2010, the Board of Directors of the Company unanimously
adopted the following resolutions:
1) To
seek shareholder approval to an amendment to the Company's Articles of
Incorporation to increase the Company's
authorized capital to 310,000,000 shares comprising 300,000,000 shares of Common
Stock par value $.001 per share and 10,000,000 shares of Preferred Stock par
value $0.001 per share; and
2) To
seek shareholder approval to amend the Company's Articles of Incorporation to
effect a reverse stock split of the Company's Common Stock.
Thereafter,
on October 21, 2010, pursuant to the By-Laws of the Company and applicable
Nevada law, shareholders of the Company holding 30,700,000 shares of Common
Stock, representing approximately 51.4% of the total issued and outstanding
Common Stock, adopted a resolution to authorize the Board of Directors (1) to
amend the Company's Articles of Incorporation to increase the Company's
authorized capital to 310,000,000 shares comprising 300,000,000 shares of Common
Stock par value $.001 per share and 10,000,000 shares of Preferred Stock par
value $0.001 per share; and (2) in its sole discretion, to effect a reverse
split of the Company's Common Stock based upon a ratio of not less than
one-for-two nor more than one-for-one hundred shares at any time prior to
October 31, 2011. In addition, notwithstanding approval of this
proposal by the shareholders, the Board of Directors may, in its sole
discretion, determine not to effect, and abandon, the reverse stock split
without further action by our shareholders.
The Board
of Directors believes that the proposed increase in authorized capital and
reverse stock split is beneficial to the Company because it provides the Company
with the flexibility it needs to attract a financing transaction consistent with
its Business Plan.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOUR ARE NOT REQUESTED
TO
SEND US A PROXY
The
enclosed Information Statement is being furnished to you to inform you that the
foregoing action has been approved by the holders of a majority of the
outstanding shares of our Common Stock. The resolutions will not become
effective before the date which is 20 days after this Information Statement was
first mailed to shareholders. You are urged to read the Information Statement in
its entirety for a description of the action taken by the Board of Directors and
a majority of the shareholders of the Company.
This
Information Statement is being mailed on or about November 10, 2010 to
shareholders of record on October 1, 2010 (the "Record Date").
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/s/ Arthur
Bertagnolli
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Arthur
Bertagnolli, President
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SAVOY
ENERGY CORPORATION
11200
WESTHEIMER, SUITE 900
HOUSTON
TX 77042
713-243-8788
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
Company is distributing this Information Statement to its shareholders in full
satisfaction of any notice requirements it may have under Securities and
Exchange Act of 1934, as amended, and applicable Nevada law. No
additional action will be undertaken by the Company with respect to the receipt
of written consents, and no dissenters' rights with respect to the receipt of
the written consents, and no dissenters' rights under the Laws of Nevada are
afforded to the Company's shareholders as a result of the adoption of these
resolutions.
Expenses
in connection with the distribution of this Information Statement, which are
anticipated to be less than $2,000.00, will be paid by the Company.
BACKGROUND
On March
31, 2009, we entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Plantation Exploration, Inc., a privately held Texas
corporation (“Plantation Exploration”), and Plantation Exploration Acquisition,
Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In
connection with the closing of this merger transaction, Acquisition Sub merged
with and into Plantation Exploration (the “Merger”) on April 2, 2009, with
the filing of articles of merger with the Texas Secretary of
State. As a result of the Merger, Plantation Acquisition no longer
exists and Plantation Exploration became our wholly-owned
subsidiary.
Subsequently,
on April 3, 2009, we merged with another wholly-owned subsidiary of our company,
known as Savoy Energy Corporation in a short-form merger transaction under
Nevada law and, in connection with this short form merger, changed our name to
Savoy Energy Corporation.
We are in
the business of re-entering, re-completing, extracting oil, and selling oil from
previously drilled wells in the United States. Our plan of operations is to
economically extract significant amount of the “left-behind” oil from previously
drilled sites.
The Board
of Directors believes that it is in the best interest of the Company's
shareholders and the Company for the Board to have the authority to increase the
Company’s authorized capital and to effect a reverse stock split of the
Company's common shares in order to make the Company more attractive for a
potential financing transaction. The Board of Directors intends to implement the
increase in the Company’s authorized capital twenty days following the mailing
of this Information Statement to the Company’s shareholders and would effect a
reverse stock split only upon its determination that a reverse stock split would
be in the best interests of the shareholders at that time. The Board of
Directors would set the specific timing for such a split within the authority
granted by the shareholders.
No
further action on the part of shareholders will be required to either increase
the Company’s authorized capital or to implement or abandon the reverse stock
split. The Board of Directors reserves its right to elect not to proceed, and
abandon, the reverse stock split if it determines, in its sole discretion, that
this proposal is no longer in the best interests of the Company's
shareholders.
ADVANTAGES
AND DISADVANTAGES OF INCREASING AUTHORIZED COMMON STOCK
There are
certain advantages and disadvantages of increasing the Company's authorized
common stock. The advantages include:
·
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The
ability to raise capital by issuing capital stock under future financing
transactions, if any.
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·
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To
have shares of common stock available to pursue business expansion
opportunities, if any.
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The
disadvantages include:
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Dilution
to the existing shareholders, including a decrease in our net income per
share in future
periods.
This could cause the market price of our stock to
decline.
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·
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The
issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing
shares to a shareholder that will vote in accordance with the desires of
the Company's Board of Directors, at that time. A takeover may be
beneficial to independent shareholders because, among other reasons, a
potential suitor may offer such shareholders a premium for their shares of
stock compared to the then-existing market price. The Company does not
have any plans or proposals to adopt provisions or enter into agreements
that may have material anti-takeover
consequences.
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CERTAIN
RISK FACTORS ASSOCIATED WITH THE REVERSE STOCK SPLIT
There can
be no assurance that the total market capitalization of the Company's Common
Stock (the aggregate value of all Company’s Common Stock at the then market
price) after the proposed reverse stock split will be equal to or greater than
the total market capitalization before the proposed reverse stock split or that
the per share market price of the Company's Common Stock following the reverse
stock split will increase in proportion to the reduction in the number of shares
of the Company's Common Stock outstanding before the reverse stock
split.
If the
reverse stock split is effected, the resulting per-share stock price may not
attract or satisfy potential acquisition targets and there is no guarantee that
any transaction will be effected.
A decline
in the market price of the Company's Common Stock after the reverse stock split
may result in a greater percentage decline than would occur in the absence of a
reverse stock split, and the liquidity of the Company's Common Stock could be
adversely affected following such a reverse stock split.
IMPACT OF
THE PROPOSED REVERSE STOCK SPLIT IF IMPLEMENTED
If
approved and effected, the reverse stock split will be realized simultaneously
for all of the Company's Common Stock and the ratio will be the same for all of
the Company's Common Stock. All fractional interests resulting from the reverse
split will be rounded up to the nearest whole share (see EFFECT ON FRACTIONAL
SHAREHOLDERS, below). The reverse stock split will affect all of the
Company's shareholders uniformly, however, the rounding of fractional shares may
affect certain shareholders' percentage ownership interests and proportionate
voting power in the Company. Because the number of authorized shares
of the Company's Common Stock will not be reduced, the reverse stock split will
increase the Board of Directors' ability to issue authorized and unissued shares
without further shareholder action.
The
principal effect of the reverse stock split will be that:
·
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Based
on the current number of issued and outstanding shares of the Company’s
Common Stock, the number of shares of the Company's Common Stock issued
and outstanding will be reduced (based upon the ratio adopted by the Board
of Directors) from 59,696,000 shares to not less than 596,960 shares nor
more than 29,848,000;
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·
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the
number of shares that may be issued upon the exercise of conversion rights
by holders of securities convertible into the Company's Common Stock will
be reduced proportionately; and
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·
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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 entitling the
holders to purchase shares of the Company's Common Stock, which will
result in approximately the same aggregate price being required to be paid
for such options upon exercise immediately preceding the reverse stock
split.
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In
addition, the reverse stock split may increase the number of shareholders who
own odd lots (less than 100 shares). Shareholders who hold odd lots typically
may experience an increase in the cost of selling their shares and may have
greater difficulty in effecting sales.
EFFECT ON
FRACTIONAL SHAREHOLDERS
All
fractional interests resulting from the reverse split will be rounded up to the
nearest whole share.
EFFECT ON
REGISTERED AND BENEFICIAL SHAREHOLDERS
Upon a
reverse stock split, we intend to treat shareholders holding the Company's
Common Stock in "street name", through a bank, broker or other nominee, in the
same manner as registered shareholders whose shares are registered in their
names. Banks, brokers or other nominees will be instructed to effect the reverse
stock split for their beneficial holders holding the Company's Common Stock in
"street name." However, these banks, brokers or other nominees may have
different procedures than registered shareholders for processing the reverse
stock split. If you hold your shares with a bank, broker or other nominee and if
you have any questions in this regard, we encourage you to contact your
nominee.
EFFECT ON
REGISTERED CERTIFICATED SHARES
Some of
our registered shareholders hold all their shares in certificate
form. If any of your shares are held in certificate form, you will
receive a transmittal letter from our transfer agent, Island Stock Transfer, as
soon as practicable after the effective date of the reverse stock split. The
letter of transmittal will contain instructions on how to surrender your
certificate(s) representing your pre-reverse stock split shares to the transfer
agent. Upon receipt of your stock certificate, you will be issued the
appropriate number of shares electronically in book-entry form under the direct
registration system.
SHAREHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY
CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
AUTHORIZED
SHARES
The
reverse stock split would affect all issued and outstanding shares of the
Company's Common Stock and outstanding rights to acquire the Company's Common
Stock. Upon the effectiveness of the reverse stock split, the number of
authorized shares of the Company's Common Stock that are not issued or
outstanding would increase due to the reduction in the number of shares of the
Company's Common Stock issued and outstanding based on the reverse stock split
ratio selected by the Board of Directors. As of October 1, 2010, we
had 100,000,000 shares of authorized Common Stock and 59,696,000 shares of
Common Stock issued and outstanding and no shares of authorized Preferred Stock.
Following the increase in authorized shares proposed by the Company’s board of
directors (but prior to any reverse split), we will have 300,000,000 shares of
authorized Common Stock and 59,696,000 shares of Common Stock issued and
outstanding together with 10,000,000 shares of authorized Preferred Stock and
none outstanding. Authorized but unissued shares will be available
for issuance, and we may issue such shares in the future. If we issue
additional shares, the ownership interest of holders of the Company's Common
Stock will be diluted.
ACCOUNTING
MATTERS
The
stated capital attributable to the Company's Common Stock on its balance sheet
will be unchanged. The per-share net income or loss and net book value of the
Company's Common Stock will be restated because there will be fewer shares of
the Company's Common Stock outstanding.
PROCEDURE
FOR EFFECTING REVERSE STOCK SPLIT
If the
Board of Directors decides to implement the reverse stock split at any time
prior to October 31, 2011, the Company will promptly file a Certificate of
Amendment with the Nevada Secretary of State to amend our existing Articles of
Incorporation. The reverse stock split will become effective on the date of
filing the Certificate of Amendment, which is referred to as the "effective
date." Beginning on the effective date, each certificate representing
pre-reverse stock split shares will be deemed for all corporate purposes to
evidence ownership of post-reverse stock split shares.
NO
APPRAISAL RIGHTS
Under
applicable Nevada law, the Company's shareholders are not entitled to appraisal
rights with respect to the reverse stock split, and we will not independently
provide shareholders with any such right.
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, does not purport to be a complete
discussion of all of the possible 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. Also, it 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 pre-reverse stock split shares were, and the post-reverse stock split
shares will be, held as a "capital asset," as defined in the Internal Revenue
Code of 1986, as amended (i.e., generally, property held for
investment). The tax treatment of a shareholder may vary depending
upon the particular facts and circumstances of such shareholder. Each
shareholder is urged to consult with such shareholder's own tax advisor with
respect to the tax consequences of the reverse stock split. As used
herein, the term United States holder means a shareholder that is, for federal
income tax purposes: a citizen or resident of the United States; a corporation
or other entity taxed as a corporation created or organized in or under the laws
of the United States, any State of the United States or the District of
Columbia; an estate the income of which is subject to federal income tax
regardless of its source; or a trust if a U.S. court is able to exercise primary
supervision over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the
trust.
No gain
or loss should be recognized by a shareholder upon such shareholder's exchange
of pre-reverse stock split shares for post-reverse stock split shares pursuant
to the reverse stock split. The aggregate tax basis of the
post-reverse stock split shares received in the reverse stock split will be the
same as the shareholder's aggregate tax basis in the pre-reverse stock split
shares exchanged therefor. The shareholder's holding period for the post-reverse
stock split shares will include the period during which the shareholder held the
pre-reverse stock split shares surrendered in the reverse stock
split.
Our view
regarding the tax consequences of the reverse stock split is not binding on the
Internal Revenue Service or the courts.
ACCORDINGLY, EACH SHAREHOLDER 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
.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
following table sets forth certain information regarding beneficial stock
ownership as of October 1, 2010 of (i) all persons known to us to be beneficial
owners of more than 5% of our outstanding common stock; (ii) each director of
our company and our executive officers, and (iii) all of our officers and
directors as a group. Each of the persons in the table below has sole voting
power and sole dispositive power as to all of the shares shown as beneficially
owned by them, except as otherwise indicated.
Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 59,696,000 Shares of Common Stock issued and outstanding as of October
1, 2010. Addresses for all of the individuals listed in the table below are c/o
Savoy Energy Corporation, 11200 Westheimer, Suite 900, Houston, TX
77042.
Name and Address of Beneficial Owners of Common
Stock (1)
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Title of Class
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Amount
and
Nature of
Beneficial
Ownership
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%
of
Common
Stock
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Arthur
Bertagnolli
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Common
Stock
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18,400,000
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30.82
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%
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William
F. Howell
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Common
Stock
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500,000
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*
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Raymond
A. Crabbe
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Common
Stock
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500,000
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*
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Charles
J. Jacobus
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Common
Stock
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500,000
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*
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Donald
C. Rusk
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Common
Stock
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500,000
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--
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DIRECTORS
AND OFFICERS – TOTAL
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Common
Stock
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20,400,000
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34.17
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%
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*
Less than 1%
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5%
SHAREHOLDERS
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Excelsus
Consulting, LLC
53
W. Palisade Ave (PH-2)
Englewood,
NJ 07631
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Common
Stock
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3,000,000
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5.27
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%
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(1)
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For
the purposes of this table, a person is deemed to have “beneficial
ownership” of any shares of capital stock that such person has the right
to acquire within 60 days of October 1, 2010. All percentages for common
stock are calculated based upon a total of 59,696,000 shares outstanding
as of October 1, 2010, plus, in the case of the person for whom the
calculation is made, that number of shares of common stock that such
person has the right to acquire within 60 days of October 1,
2010.
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INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS
TO
BE ACTED UPON
No
director, executive officer, associate of any director or executive officer or
any other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the proposal to amend the Articles of Incorporation
and take all other proposed actions which is not shared by all other holders of
the Company's Common Stock.
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.
IF YOU HAVE ANY QUESTIONS REGARDING
THIS INFORMATION STATEMENT, PLEASE CONTACT
:
Robert L.
B. Diener
Law
Offices of Robert Diener
56
Laenani Street
Haiku, HI
96708
Telephone:
(310) 396-1691
BY
ORDER OF THE BOARD OF DIRECTORS OF SAVOY ENERGY CORPORATION
Savoy Energy (CE) (USOTC:SNVP)
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