UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Filed on 9/20/2013 at 5:24 p.m.
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
POSITRON CORPORATION
530 Oakmont Lane
Westmont, Illinois 60559
Dear Shareholders:
We are writing to advise you that our Board of Directors and shareholders holding of our outstanding voting capital stock have authorized the (i) a reincorporation of the Company from a Texas corporation to a Delaware corporation; (ii) reduction of the number of authorized shares of capital stock from 3,020,000,000 to 520,000,000 of which 500,000,000 shall be common stock (“Common Stock”) and 20,000,000 shares shall be preferred stock (“Preferred Stock”); (iii) change of the par value of the Company’s Common Stock and the par value of the Company’s Preferred Stock from $0.01 per share and $1.00 per share, respectively, to $0.0001 per share; and (iv) change and reclassification of each one hundred (100) shares of our issued and outstanding Common Stock into one fully paid and non-assessable share of Common Stock.
These actions were approved on May 31, 2013 by written consent of our Board of Directors and the affirmative vote of holders of more than two-thirds of the Company’s voting capital stock (the “Authorizing Shareholders”) in accordance with Sections 6.202, 21.364, 21.415 and 21.457 of the Texas Business Organizations Code. Our directors and Authorizing Shareholders of our outstanding voting capital stock, have approved these actions after carefully considering it and concluding that approving the actions was in the best interests of our Company and our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders.
This Information Statement is first mailed to you on or about September __, 2013 (the “Mailing Date”). Pursuant to the Texas Business Organizations Code, we are required to provide prompt notice of the taking of the corporate action without a meeting to the shareholders of record who have not consented in writing to such action. Inasmuch as we will have provided this Information Statement to our shareholders of record on the Mailing Date, no additional action will be undertaken pursuant to such written consent.
Please feel free to call us at (866) 613-7587 should you have any questions on the enclosed Information Statement.
For the Board of Directors of
POSITRON CORPORATION
By: /s/ Patrick G. Rooney
Name: Patrick G. Rooney
Title: Chief Executive Officer
