SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Definitive
Information Statement
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Speedemissions,
Inc.
(Name
of
Registrant as Specified in Charter)
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computed on table below per Exchange Act Rules 14c-5(g) and
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Per
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SPEEDEMISSIONS,
INC.
1134
SENOIA ROAD, SUITE B-2
(770)
306-7667
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
INTRODUCTION
This
information statement is being mailed or otherwise furnished to stockholders
of
Speedemissions, Inc., a Florida corporation (the “Company”) in connection with
the prior receipt by the Board of Directors of the Company and approval
by
written consent of the holders of a majority of the Company’s voting securities
of the proposal (the “Proposal”) to amend the Company’s Articles of
Incorporation (the “Amendment”) to effectuate a 1-for-10 reverse stock split for
the issued and outstanding shares of common stock of the Company. This
Information Statement is being first sent to stockholders on or about
December
7, 2005. The Company anticipates that the Amendment will become effective
on or
about January 4, 2006.
Vote
Required
The
vote
which is required to approve the above Proposals is the affirmative vote
of the
holders of a majority of the Company’s voting securities. Each holder of common
stock is entitled to one (1) vote for each share held, and each holder of
Series
A Convertible Preferred Stock is entitled to eight thousand three hundred
thirty
three and one-third (8,333.33) votes for each share held, representing a
total
of 42,774,982 votes.
The
record date for purposes of determining the number of outstanding shares
of
voting securities of the Company, and for determining stockholders entitled
to
vote, is the close of business on November 29, 2005 (the “Record Date”). The
Board of Directors of the Company adopted the resolution approving and
recommending the Proposal on November 18, 2005. As of the Record Date,
the
Company had outstanding 26,835,808 shares of common stock and 5,133 shares
of
Series A Convertible Preferred Stock. Holders of the shares have no preemptive
rights. All outstanding shares are fully paid and nonassessable. The
transfer
agent for the common stock is Interwest Transfer Company, 1981 - 4800
South,
Suite 100, Salt Lake City, Utah 84117,
telephone (801) 272-9294.
Vote
Obtained - Section 607.0704 Florida Revised
Statutes
Section
607.0704 of the Florida Revised Statutes (the “Florida Law”) provides that the
written consent of the holders of the outstanding voting securities,
having not
less than the minimum number of votes which would be necessary to authorize
or
take such action at a meeting at which all shares entitled to vote thereon
were
present and voted, may be substituted for such a meeting. In order to
eliminate
the costs and management time involved in obtaining proxies and in order
to
effect the Proposal as early as possible in order to accomplish the purposes
of
the Company as hereafter described, the Board of Directors of the Company
voted
to utilize, and did in fact obtain, the written consent of the holders
of a
majority in interest of the outstanding voting securities of the Company,
approving the Proposal.
Pursuant
to Section 607.0704 of the Florida Revised Statutes, the Company is required
to
provide prompt notice of the taking of the corporate action without a
meeting to
the stockholders of record who have not consented in writing to such
action.
This Information Statement is intended to provide such notice. No dissenters’ or
appraisal rights under the Florida Law are afforded to the Company’s
stockholders as a result of the approval of the
Proposal.
PROPOSAL
ONE
TO
EFFECTUATE 1 FOR 10 REVERSE STOCK SPLIT
General
On
November 18, 2005, the Board of Directors of the Company approved, declared
it
advisable and in the Company’s best interests, and directed that there be
submitted to the holders of a majority of the Company’s voting securities for
action by written consent, the proposed amendment to Article IV of the
Company’s
Articles of Incorporation to authorize
a 1-for-10 reverse stock split of the issued and outstanding shares of
common
stock of the Company.
The
Company believes this amendment will be effective on or about January
4, 2006. A
copy of the proposed amendment to the Articles of Incorporation is attached
to
this Information Statement as Exhibit
A.
The
Company will effectuate the reverse stock split by reducing the number
of shares
of the Company’s issued and outstanding common stock by the stated ratio, but
will not increase the par value of the common stock, and will not change
the
number of authorized shares of the Company’s common stock. Fractional shares
will be rounded up to the next whole share.
Purpose
of Reverse Stock Split
The
Board
of Directors believes that it is advisable and in the Company’s best interests
to decrease the number of shares outstanding in order to provide adequate
authorized but unissued common stock upon the conversion for all of the
currently outstanding shares of Series A Convertible Preferred Stock
and Series
B Convertible Preferred Stock, as well as the exercise of all the currently
outstanding options and warrants. Currently, there are 5,133 shares of
Series A
Convertible Preferred Stock outstanding, convertible into 42,774,982
shares of
common stock; 2,500,000 shares of Series B Convertible Preferred Stock
outstanding, convertible into 189,000,000 shares of common stock; and
options
and warrants outstanding to acquire approximately 176,000,000 shares
of common
stock. Authorized but unissued shares will be available for issuance
from time
to time by the Company in the discretion of the Board of Directors, normally
without further stockholder action (except as may be required for a particular
transaction by applicable law, requirements of regulatory agencies or
by stock
exchange rules), for any proper corporate purpose including, among other
things,
future acquisitions of property or securities of other corporations,
stock
dividends, stock splits, stock options, convertible debt and equity financing.
This step is necessary, in the judgment of the Board of Directors, in
order to
meet existing contractual obligations to the holders of preferred stock
and
warrants, attract potential new equity capital, explore potential acquisitions
and carry out the Company’s business objectives.
Potential
Risks of Reverse Stock Split
After
the
reverse stock split takes effect, there can be no assurance that the
bid price
of the Company’s common stock will continue at a level in proportion to the
reduction in the number of outstanding shares resulting from the reverse
stock
split and that the market price of the post-split common stock can be
maintained.
Effect
of the Reverse Stock Split
After
consummation of the reverse stock split, each holder of shares of our common
stock, par value $0.001 per share, as of the effective date, approximately
January 4, 2006, will become a holder of approximately 1/10th
of the
number of shares (rounded up to the next whole share) of our common stock,
par
value $0.001 per share, that they owned prior to the effective date.
Accounting
Matters
The
reverse stock split will not affect the par value of our common stock. As
a
result, on the effective date of the reverse stock split, the stated par
value
capital on our balance sheet attributable to our common stock will be reduced
and the additional paid-in capital account shall be credited with the amount
by
which the stated capital is reduced. The per share net income or loss and
net
book value per share of our common stock will be increased because there
will be
fewer shares of our common stock outstanding.
Effect
on Authorized and Outstanding Shares
We
are
currently authorized to issue a maximum of 250,000,000 shares of common stock.
As of the record date, there were 26,838,808
shares
of our common stock issued and outstanding, or held as treasury shares. Although
the number of authorized shares of common stock is not to change as a result
of
the reverse stock split, the number of shares of common stock issued and
outstanding, or held as treasury shares, will be reduced to a number that
will
be approximately 1/10th
of the
number of shares of common stock outstanding or held as treasury shares
immediately before the effective date. In addition, the number of shares
of
common stock that may be acquired upon conversion of the outstanding preferred
stock, and upon exercise of outstanding options and warrants, will also be
reduced by the same amount. There will be no effect on the number of preferred
shares issued, outstanding, or authorized.
With
the
exception of the number of shares issued and outstanding, or held as treasury
shares, the rights and preferences of the shares of our common stock prior
and
subsequent to the reverse stock split will remain the same. Following the
effective date of the reverse stock split, it is not anticipated that our
financial condition, the percentage ownership of management, the number of
our
stockholders, or any aspect of our business would materially change as a
result
of the reverse stock split.
Our
common stock is currently registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, we are
subject to periodic reporting and other requirements. The proposed reverse
stock
split will not affect the registration of our common stock under the Exchange
Act.
Potential
Odd Lots
The
reverse stock split will result in some stockholders owning "odd-lots" of
less
than 100 shares of our common stock. Brokerage commissions and other costs
of
transactions in odd-lots are generally somewhat higher than the costs of
transactions in "round-lots" of even multiples of 100 shares.
Increase
of Shares of Common Stock Available for Future Issuance
As
a
result of the reverse stock split, there will be a reduction in the number
of
shares of our common stock issued and outstanding, or held as treasury shares,
and an associated increase in the number of authorized shares which would
be
unissued and available for future issuance after the reverse stock split.
The
increase in available shares could be used for any proper corporate purpose
approved by the Board of Directors including, among other purposes, future
mergers, acquisitions or financing transactions.
Effectiveness
of the Reverse Stock Split
The
reverse stock split will become effective on or about January 4,
2006.
Commencing
upon the effectiveness of the reverse stock split, each certificate of our
common stock will be deemed for all corporate purposes to evidence ownership
of
the reduced number of shares of common stock resulting from the reverse stock
split. As soon as practicable after the effective date, stockholders may
surrender their certificates representing shares of common stock prior to
the
reverse stock split in exchange for certificates representing shares of common
stock after the reverse stock split. HOWEVER, SUCH EXCHANGE IS NOT MANDATORY.
If
a shareholder desires to exchange their stock certificate, they will be
responsible for paying the cost thereof. We intend to use our existing transfer
agent as our exchange agent in effecting the exchange of the certificates
following the effectiveness of the reverse stock split.
Fractional
Shares
We
will
not issue fractional shares in connection with the reverse stock split. Instead,
any fractional share that results from the reverse stock split will be rounded
up to the next whole share. We are doing this so that we may avoid the expense
and inconvenience of issuing and transferring fractional shares of our common
stock as a result of the stock split. The shares do not represent separately
bargained for consideration.
Certain
Federal Income Tax Consequences
The
following discussion summarizing certain federal income tax consequences
is
based on the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices in effect on the date of this Information
Statement. This discussion is for general information only and does not discuss
consequences that may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Stockholders are urged to
consult their own tax advisors to determine the particular consequences to
them.
The
receipt of the common stock following the effective date of the reverse
stock
split, including whole shares issued in lieu of fractional shares, solely
in
exchange for the common stock held prior to the reverse stock split will
not
generally result in a recognition of gain or loss to the stockholders.
The
adjusted tax basis of a stockholder in the common stock received after
the
reverse stock split will be the same as the adjusted tax basis of the
common
stock held prior to the reverse stock split exchanged therefore, and
the holding
period of the common stock received after the reverse stock split will
include
the holding period of the common stock held prior to the reverse stock
split
exchanged therefore. No gain or loss will be recognized by the Company
as a
result of the reverse stock split.
OTHER
INFORMATION
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of the Record Date, certain information with
respect to the Company’s equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company’s outstanding equity
securities; and (iii) all Directors and Executive Officers as a
group.
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Common
Stock
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Title
of Class
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Name
and Address of
Beneficial
Owner
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Amount
and
Nature
of
Beneficial
Ownership
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Percent
of
Class (1)
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Common
Stock
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GCA
Strategic Investment Fund Ltd (2)
c/o
Prime Management Ltd
Mechanics
Bldg 12 Church St. HM11
Hamilton,
Bermuda HM 11
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64,203,940
(3)
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84.0
% (3)
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Common
Stock
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Global
Capital Funding Group, LP
106
Colony Park Drive, Suite 900
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36,364,547
(10)
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58.1
% (10)
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Common
Stock
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Richard
A. Parlontieri (4)
1029
Peachtree Parkway North
Suite
310
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2,639,996
(5)
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9.2
% (5)
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Common
Stock
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Bahram
Yusefzadeh (4)
2180
West State Road
Suite
6184
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311,000
(6)
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1.2
% (6)
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Common
Stock
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Bradley
A. Thompson (4)(7)
227
King Street
Frederiksted,
USVI 00840
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103,500
(7)(8)
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<1
% (8)
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Common
Stock
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Erik
Sander (4)
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
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25,000
(9)
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<1
% (9)
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Common
Stock
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Larry
C. Cobb
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
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-0-
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-0-
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Common
Stock
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Ernest
A. Childs, PhD (4)
c/o
Speedemissions, Inc.
1134
Senoia Road, Suite B2
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25,000
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<1
% (9)
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All
Officers and Directors
as
a Group (6 Persons)
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3,104,496
(5)(6)(7)(8)(9)
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10.6
%
(5)(6)(8)(9)
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(1)
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Unless
otherwise indicated, based on 26,835,808 shares of common stock
outstanding. Shares of common stock 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.
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(2)
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Global
Capital Advisors, LLC (“Global”), the investment advisor to GCA Strategic
Investment Fund Limited (“GCA”), has sole investment and voting control
over shares held by GCA. Mr. Lewis Lester is the sole voting member
of
Global.
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(3)
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Includes
31,033,321 shares of common stock which may be acquired upon conversion
of
3,724 shares of Series A Convertible Preferred Stock. Also includes
18,600,000 shares of common stock which may be acquired upon the
exercise
of warrants at $0.12 per share.
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(5)
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Includes
10,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share. Includes 300,000 shares of common stock
which
may be acquired upon the exercise of options at $0.25 per share,
which are
part of a grant of 400,000 options, with 100,000 options vesting
on
October 1, 2004 and the remaining 200,000 options vesting equally
on
October 1, 2005, and 2006. Includes 300,000 shares which may be
acquired
upon the exercise of warrants at $0.75 per share, which are part
of a
grant of 450,000 warrants, with the remaining 150,000 warrants
vesting on
January 1, 2006. Includes 300,000 shares which may be acquired
upon the
exercise of warrants at $1.05 per share, which are part of a grant
of
450,000 warrants, with the remaining 150,000 warrants vesting on
January
1, 2006. Includes 250,000 shares which may be acquired upon the
exercise
of warrants at $0.25 per share. Includes 30,000 shares of common
stock
which may be acquired upon the exercise of options at $0.25 per
share.
Includes 924,996 shares of common stock owned of record by Calabria
Advisors, LLC, an entity controlled by Mr.
Parlontieri.
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(6)
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Includes
85,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share. Includes 25,000 shares which may be
acquired
upon the exercise of warrants at $0.01 per share and 100,000 shares
which
may be acquired upon the exercise of warrants at $0.25 per
share.
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(7)
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Mr.
Thompson is a director of GCA Strategic Investment Fund Limited,
and
disclaims beneficial ownership of the shares held by
them.
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(8)
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Includes
85,000 shares of common stock which may be acquired upon the exercise
of
options at $0.25 per share.
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(9)
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Includes
25,000 shares of common stock which may be acquired upon the exercise
of
options at $0.20 per share.
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(10)
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Includes
11,741,662 shares of common stock which may be acquired upon conversion
of
1,409 shares of Series A Convertible Preferred Stock. Also includes
24,000,000 shares of common stock which may be acquired upon the
exercise
of warrants at $0.12 per share.
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There
are
no current arrangements that will result in a change in control.
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Preferred
Stock
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Title
of Class
|
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Name
and Address of
Beneficial
Owner
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Amount
and
Nature
of
Beneficial
Ownership
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Percent
of
Class
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Series
A
Convertible
Preferred
Stock
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GCA
Strategic Investment Fund Ltd
c/o
Prime Management Ltd
Mechanics
Bldg 12 Church St. HM11
Hamilton,
Bermuda HM 11
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3,724
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72.5
%
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Series
A
Convertible
Preferred
Stock
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Global
Capital Funding Group, LP
106
Colony Park Drive, Suite 900
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1,409
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27.5
%
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Series
B
Convertible
Preferred
Stock
|
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Barron
Partners LP
c/o
Barron Capital Advisors, LLC
Managing
Partner
Attn:
Andrew Barron Worden
730
Fifth Avenue, 9th Floor
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2,500,000
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100
%
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By
order of the Board of Directors
/s/
Richard A. Parlontieri
Richard
A. Parlontieri, President
|
Tyrone,
GA
EXHIBIT
A
ARTICLES
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
SPEEDEMISSIONS,
INC.
Pursuant
to Section 607.1006 of the Business Corporation Act of the State of Florida,
the
undersigned, being the President of Speedemissions, Inc. (the “Corporation”), a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida bearing Document P01000031159 does
hereby certify:
The
following Amendment to the Articles of Incorporation was adopted by the written
consent of the Corporation’s Directors on November 18, 2005. The Amendment was
approved by a majority of the holders of shares of voting capital stock entitled
to vote thereon at a meeting held on November 18, 2005, and approved by holders
having no less than the minimum number of votes necessary to authorize or
take
such action in a manner prescribed by Florida Business Corporation Chapters
607.0704 and 607.1003, Florida Statutes.
FIRST:
Article IV of the Corporation’s Articles of Incorporation shall be deleted in
its entirety and replaced with the following:
“ARTICLE
IV - CAPITAL STOCK
This
Corporation is authorized to issue two classes of shares of stock to be
designated as “Common Stock” and “Preferred Stock”. The total number of shares
of Common Stock which this Corporation is authorized to issue is Two Hundred
Fifty Million (250,000,000) shares, par value $0.001. The total number of
shares
of Preferred Stock which this Corporation is authorized to issue is Five
Million
(5,000,000) shares, par value $0.001.
Effective
January 4, 2006, the issued and outstanding shares of common stock of
Speedemissions, Inc. shall be subject to a 1-for-10 reverse stock split.
Fractional shares will be rounded up to the next whole share.
The
shares of Preferred Stock may be issued from time to time in one or more
series.
The Board of Directors of the Corporation (the “Board of Directors”) is
expressly authorized to provide for the issue of all or any of the shares
of the
Preferred Stock in one or more series, and to fix the number of shares and
to
determine or alter for each such series, such voting powers, full or limited,
or
no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution
or
resolutions adopted by the Board of Directors providing for the issue of
such
shares (a “Preferred Stock Designation”) and as may be permitted by the General
Corporation Law of the State of Florida. The Board of Directors is also
expressly authorized to increase or decrease (but not below the number of
shares
of such series then outstanding) the number of shares of any series subsequent
to the issue of shares of that series. In case the number of shares of any
such
series shall be so decreased, the shares constituting such decrease shall
resume
the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.”
SECOND:
I
hereby certify that the preceding was adopted by unanimous vote of the directors
of the Corporation on November 18, 2005 and by written consent of a majority
vote of the shareholders November 18, 2005, which was sufficient for
approval.
IN
WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment
to
Articles of Incorporation on December [__], 2005.
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Richard
A. Parlontieri
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President
|
