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Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)
Date : 06/10/2016 @ 4:37PM
Source : Edgar (US Regulatory)
Stock : The Pulse Beverage Corp. (QX) (PLSB)
Quote : 0.095 -0.015 (-13.64%) @ 4:00PM
Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)
Print
SCHEDULE 14
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE PULSE BEVERAGE CORPORATION
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE __, 2016
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of The Pulse Beverage Corporation (the "Company") will be held at 11678 N. Huron Street, Northglenn, CO 80234 on ___________, 2016, at __________., for the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation such that the Company would be authorized to issue up to 250,000,000 shares of common stock.
to transact such other business as may properly come before the meeting.
______, 2016 is the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of June 10, 2016 there were 70,674,979 outstanding shares of the Company's common stock.
June __, 2016 THE PULSE BEVERAGE CORPORATION
___________________________
Robert E. Yates
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
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting at the special meeting of shareholders to be held on ____________, 2016, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the special meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Company at the address shown above or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was posted on the Company's website on or about _____________, 2016.
There is one class of capital stock outstanding, that being common stock. Provided a quorum consisting of a majority of the outstanding shares entitled to vote is present at the meeting, the adoption of the only proposal to come before the meeting will require the approval of shareholders owning a majority of the Company's outstanding shares.
Shares of the Company's common stock represented by properly executed proxies that reflect abstentions or "broker non-votes" will be counted as present for purposes of determining the presence of a quorum at the special meeting. "Broker non-votes" represent shares held by brokerage firms in "street-name" with respect to which the broker has not received instructions from the customer or otherwise does not have discretionary voting authority. Abstentions and broker non-votes will not be counted as having voted against the proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of __________, 2016, the shareholdings of
(i) each person owning beneficially 5% or more of the Company's common stock (ii) each 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 powers over his shares of common stock.
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Robert E. Yates 4,211,333 (1) 5.99%
11580 Quivas Way
Westminster, CO 80234
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Parley Sheya (1) 613,333 0.82%
11678 N Huron St
Northglenn, CO 80234
All executive officers and
directors as a group (2 persons) 4,824,666 6.9%
(1) Does not include common stock issuable upon the exercise of the stock options and warrants listed below.
Shares issuable upon
exercise of Exercise
Name Options/Warrants (2) Price Expiration Date
---- -------------------- -------- ---------------
Robert Yates 2,500,000 $0.10 December 31, 2020
Parley Sheya 2,500,000 $0.10 December 31, 2020
Parley Sheya 33,333 $0.45 March 5, 2017
(2) Does not include stock options held by Kay Yates, who is the wife of Robert Yates.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION SUCH THAT THE COMPANY WOULD BE AUTHORIZED TO ISSUE UP TO 250,000,000 SHARES OF COMMON STOCK.
The Company is presently authorized to issue 100,000,000 shares of common stock. As of June 10, 2016, the Company had 70,674,979 outstanding shares of common stock. In addition, the Company has options and warrants outstanding which allow holders to purchase up to 17,814,997 shares of common stock.
In the past, and due to its history of losses, the Company has relied upon the proceeds from the private sales of its securities to meet its funding requirements.
The Company need to increase the number of its authorized shares of common stock to allow the Company to raise additional capital through the sale of common stock or securities convertible into common stock.
Although the Company may be required to fund its operations through the sale of its securities until significant revenues are generated from its operations, as of June 10, 2016 the Company did not have any definitive agreements, plans, proposals, or arrangements, or written otherwise, to issue shares of its common stock.
The Company is authorized to issue 1,000,000 shares of preferred stock. The amendment to increase the authorized shares of common stock would not affect the number of preferred shares the Company is authorized to issue.
A copy of the proposed amendment to the Company's Articles of Incorporation is attached.
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 including any additional solicitation made by letter, telephone or telegraph. 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 special 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.
Please complete, sign and return the attached proxy promptly.
THE PULSE BEVERAGE CORPORATION PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of The Pulse Beverage Corporation acknowledges receipt of the Notice of the Special Meeting of Stockholders to be held at 11678 N. Huron Street, Northglenn, CO 80234, on _______________, 2016, at __________, and hereby appoints Robert Yates and Parley Sheya with the power of substitution, as Attorneys and Proxies 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 Attorneys and Proxies 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:
The Board of Directors recommends a vote FOR Proposal 1.
(1) to approve an amendment to the Company's Articles of Incorporation such that the Company would be authorized to issue up to 250,000,000 shares of common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
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 ITEM 1.
Dated this ____ day of _____, 2016.
(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:
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476
THE PULSE BEVERAGE CORPORATION
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on __________________, 2016.
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 the related Proxy Statement is available at www.pulsebeverage.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 _____, 2016 to facilitate timely delivery.
A special meeting of the Company's shareholders will be held at ____________ at 11678 N. Huron Street Northglenn, CO 80234 on ___________, 2016, at ________, for the following purposes:
(1) to approve an Amendment to the Company's Articles of Incorporation such that the Company would be authorized to issue up to 250,000,000 shares of common stock.
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR the proposal listed on the Notice of Special Meeting of Shareholders.
__________, 2016 is the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders may cast one vote for each share held.
Shareholders may access the following documents at www.pulsebeverage.com:
o Notice of the 2016 Special Meeting of Shareholders
o Company's 2016 Proxy Statement;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy Card by calling Cindy Stacy, by emailing the Company at cstacy@pulsebeverage.com or by visiting www.pulsebeverage.com and indicating your desire for 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 ________________, you can, if desired, attend the special meeting and vote in person.
Shareholders can obtain directions to the 2016 special meeting at www.pulsebeverage.com.
Please visit www.pulsebeverage.com to print and fill out the Proxy Card. Complete and sign the proxy card and mail the Proxy Card to:
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476
