DEF14C - Information Statement - All Other (definitive)
GeoBio Energy, Inc.
802 Windy Ridge LN SE
Atlanta, GA 30339
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being furnished by the Board of Directors of GeoBio Energy, Inc., to the holders of record at the close of business on September 30, 2010 of the outstanding shares of our common and preferred stock, par value $0.001 per share, in order to provide information with respect to the proposed decrease in the authorized shares of common stock of GeoBio Energy, Inc., and proposed reverse stock split of the issued and outstanding shares of common stock of the corporation (as further described below, the “Corporate Actions”). The Corporate Actions have been conditionally approved by our Board of Directors and the current holders of a majority of our issued and outstanding voting capital stock. The effectiveness of such approvals is conditioned upon our compliance with Section 14(c) of the Securities Exchange Act of 1934 (“Exchange Act”), which requires the filing of this Information Statement with the Securities and Exchange Commission (“SEC”) and the distribution of this Information Statement to stockholders. The foregoing actions and agreements are sufficient to authorize the Corporate Actions without the vote of any other stockholders. Accordingly, your approval is not required and is not being sought. (References in this Information Statement to the “Company,” “GeoBio Energy,” “we,” “our,” and “us” refer to GeoBio Energy, Inc., a Colorado corporation.)
The Company has determined to effect:
•
the decrease of the authorized common stock of the Company from 25,000,000,000 to 1,000,000,000 shares (as further described below, the “Amendment to the Articles of Incorporation”); and
•
the reverse stock split of the issued and outstanding shares of common stock of the corporation on a one-for-five thousand, five hundred (1:5,500) basis (as further described below, the “Reverse Stock Split”).
GeoBio Energy’s Board of Directors has approved, and a total of three (3) stockholders owning 25,000,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”), representing a total of 25,000,000,000 votes, have consented in writing to the action described below; which action, if taken, will not, pursuant to Federal securities laws, rules and regulations, be effective until at least twenty (20) days after the filing of this Definitive Information Statement, and which action the Company expects to undertake within twenty to twenty-five days from the date of this filing, but in no event more than sixty days from the date of the filing of this Definitive Information Statement. The Board of Directors approval and stockholder consent constitute the unanimous approval of the Board of Directors of the Company and the consent of a majority of the total number of outstanding NS available votes for the shares of issued and outstanding voting capital stock of the Company, and are sufficient under the Colorado Revised Statutes and under GeoBio Energy’s Bylaws to approve the corporate action. Accordingly, the authorized corporate action will not be submitted to the other stockholders of GeoBio Energy for a vote; this Information Statement is being furnished to stockholders to provide them with certain information concerning the corporate action in accordance with the requirements of the Exchange Act, and the regulations promulgated thereunder, including Regulation 14C.
AI
