From another company's SEC filing, -- should answer the question about whether a shareholder meeting/vote is required for a RS.
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of outstanding shares of capital stock, of XXXXX, Inc., a Delaware Corporation (the "Company”) to advise you of an action which has already been approved by a majority in interest of the stockholders of the Company (the “Action”), namely, an amendment to the Company's Certificate of Incorporation (the "Amendment") which effects a 1-for-25 reverse split of our Common Stock.
The Company's Board of Directors, on July 16, 2008, approved the Amendment and recommended that the Amendment be approved by written consent of a majority in interest of our stockholders.
In order to accelerate the Action and to reduce the costs of obtaining stockholder approval, our Board of Directors elected to obtain such approval by utilizing the written consent of the holders of a majority in interest of our capital stock (the “Consent”). The elimination of the need for a special meeting of stockholders to approve the Action is made possible by Section 228 of the Delaware General Corporation Law (the "Delaware Law") which provides that the written consent of the holders of outstanding shares of voting capital stock, 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 special meeting.
Pursuant to Section 242 of the Delaware Law, the Amendment is required to be approved by a majority in interest of our stockholders. In accordance with Rule 14c-2(b) under the Securities Exchange Act of 1934, as amended, the corporate action can be taken no sooner than 20 calendar days after this Information Statement is first mailed to the stockholders of the Company. If the proposed action was not adopted by written consent, it would have to be considered by the Company's stockholders at a special stockholders' meeting convened for the specific purpose of approving the Action upon the expiration of the 20-day period set forth above.
On or about July 16, 2008, Stockholders, who own in the aggregate 29,365,500 shares of our Common Stock and 1,000,000 shares of our Series A Preferred Stock, representing in the aggregate approximately 59.2% of the voting rights of our outstanding shares (after giving effect to the voting rights of our Series A Preferred stock) gave their written consent to the adoption of the Action. The proposed Amendment will become effective when filed with the Secretary of State of the State of Delaware upon the expiration of the 20-day period set forth above.
"A man doesn't know what he knows until he knows what he doesn't know"
