Sorry about the cut and paste, but found this in my e-mail this morning at 2:56am.
Reverse split
INTERCLOUD SYSTEMS, INC.
1030 Broad Street, Suite
102, Shrewsbury, NJ 07702
Dear Stockholders:
We are writing to advise you that
stockholders of InterCloud Sy
stems, Inc., a Delaware corporat
ion (our “company,” “we” or “us”
),
holding a majority of the voting
rights of our common stock and
our preferred stock voting together with the common stock on a
n as-
converted basis, executed a writt
en consent in lieu of a special meeting dated Decem
ber 5, 2017 authorizing our Board of Direc
tors to take all
steps necessary to effect, at a
ny time prior to the one-year an
niversary of the date of the wri
tten consent, a reverse stock s
plit of all outstandin
g
shares of our common stock at an exchange ratio of up to one-fo
r one hundred (1:100) shares (the “
Reverse Split”), with our Board o
f
Directors retaining the discreti
on of whether to implement the
Reverse Split and at which excha
nge ratio to effect the Reverse
Split. Ou
r
Board of Directors also approved the proposed Reverse Split on
December 5, 2017, but has not yet
determined whether to impleme
nt the
Reverse Split or at which exchange ratio to implement the Rever
se Split.
Our Board of Directors has fixed the close of business on Decem
ber 18, 2017 (the “Record Date”) as the record date for the
determination of stockholders en
titled to notice of the action
by written consent. Pursuant to Rule 14c
-2 under the Exchange
Act, the Reverse
Split will not be implemented unt
il at least twenty (20) calend
ar days after the mailing of thi
s Information Statement to our
stockholders. This
Information Statement will be
mailed on or about December 20, 2017 to stockholders of record at the close of business on the R
ecord Date.
The Board may effectuate the Rev
erse Split at any time prior to
the first anniversary of the date of the written consent, subj
ect to the
restrictions imposed by Rule
14c-2 of the Exchange Act.
No action is required by you to e
ffectuate this action. The acc
ompanying Information Statement is furnished only to inform ou
r
stockholders in accordance with Rule 14c-2 promulgated under th
e Exchange Act of the action desc
ribed above before it takes ef
fect. This
letter is the notice required by
Section 228 of t
he Delaware Ge
neral Corporation Law.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
PLEASE NOTE THAT THE H
OLDERS OF A MAJORITY OF THE VOTING POWER
OF OUR COMMON STOCK AND OU
R
PREFERRED STOCK VOTING
TOGETHER WITH OUR COMMON STOCK ON AN AS-
CONVERTED BASIS HAVE VOTED TO
AUTHORIZE THE REVERSE SPLIT. THE
NUMBER OF VOTES RECEIVED IS S
UFFICIENT TO SATISFY THE STOCKHOLDE
R
VOTE REQUIREMENT AND NO ADDITIONA
L VOTES WILL CONSEQUENTLY BE N
EEDED TO APPROVE THIS MATTER.
Please feel free to
call us at (561) 988-1988 should you have a
ny questions on the enclos
ed Information Statement.
For the Board of Directors of
Date: Decem
ber 19, 2017
INTERCLOUD SYSTEMS, INC
.
By:
/
s/ Mark Munr
o
Mark Munro
Chief Executive Office
r
