There's something happening here. What it is ain't exactly clear....... In the words of Buffalo Springfield.....
Is this your future?
Dear Stockholder,
Utilicraft Aerospace Industries, Inc. (“Utilicraft” or “Company” or “we”) intends to engage in a transaction that is intended to reduce the number of record holders of our common stock to fewer than 500, thereby enabling us to terminate the registration of (or “deregister”) our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend our duty to file periodic reports and other information with the Securities Exchange Commission (the “SEC”) thereunder. This will eliminate the significant expense required to comply with the reporting and related requirements under the Exchange Act. Often referred to as a “going private” transaction, the transaction (the “Transaction”) will consist of a reverse split of our common stock, whereby: (1) shareholders who have 2,500 or more shares of our common stock before the reverse stock split will receive one share of our common stock for each 2,500 shares owned immediately prior to reverse stock split; and (2) shareholders who have fewer than 2,500 shares of our common stock before the reverse stock split will receive cash in exchange for their fractional shares of our common stock in the amount of $.04 per share held.
After careful consideration, our Board of Directors has concluded that the costs associated with being a public reporting company are not justified by the benefits. After the Transaction and the subsequent deregistration of our stock and suspension of our duty to file periodic reports and other information with the SEC, we will no longer be subject to the reporting and related requirements under the Exchange Act and we will cease to file reports and information with the SEC, as more fully described in the accompanying Disclosure Statement. This will also most likely result in the termination of the quotation of our stock on the OTC Pink tier of the OTC Markets (see Trading Market for our Common Stock on page 8).
Our Board of Directors has reviewed the Transaction and has determined that the Transaction is in the best interests of the Company and is substantively and procedurally fair to the stockholders of the Company, including stockholders who will be cashed-out as a result of the Transaction and stockholders who will continue to hold our common stock after the Transaction. In connection with its review, our Board of Directors did not retain any financial advisors or receive any report, opinion or appraisal from an outside party as to the value of our common stock or the fairness of the Transaction to our stockholders.
Under Nevada law and pursuant to our Articles of Incorporation (the “Articles of Incorporation”), and based upon the consent of shareholders possessing at least one-fourth of the shares of the Company entitled to vote, our Board of Directors has amended our Articles of Incorporation by filing a Certificate of Change with the Nevada Secretary of State to consummate the Reverse Stock Split, accompanied by a corresponding decrease in the number of authorized shares of our common stock. Nevada law does not require us to obtain any further vote or consent of our stockholders to consummate the Reverse Stock Split. Accordingly, we are not seeking stockholder approval for the Reverse Stock Split, or the subsequent deregistration of our common stock or the suspension of our duty to file periodic reports and other information with the SEC. Under Nevada law, stockholders are entitled to certain dissenters’ rights of appraisal in connection with the Reverse Stock Split.
The accompanying Disclosure Statement contains details on the Transaction described in this letter, including important information concerning the Reverse Stock Split, the deregistration of our common stock, and the suspension of our duty to file periodic reports and other information with the SEC. We urge you to read the accompanying Disclosure Statement, along with its Exhibits, carefully and in their entirety.
Although our Board of Directors has approved the Reverse Stock Split and the subsequent deregistration of our common stock and suspension of our duty to file periodic reports and other information with the SEC, our Board of Directors reserves the right to abandon, postpone or modify the foregoing at any time before they are consummated for any reason.
By order of the Board of Directors of Utilicraft Aerospace Industries, Inc.
