Tuesday, March 18, 2014 1:47:03 AM
Then they always issue fresh shares--for themselves.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9489006
To our stockholders:
NOTICE IS HEREBY GIVEN that the board of directors of The Graystone Company, Inc., a Delaware corporation (which we refer to in this Notice as the “Company,” “we,” “us” or “our”), has approved, and the holders of a majority of the outstanding shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), have executed a Written Consent and Action of Stockholders in Lieu of a Meeting approving an amendment to our Certificate of Incorporation to conduct a reverse stock split of the outstanding Class A Common Stock of the Company, par value $0.0001 per share, by a ratio of Five Thousand to One (5,000:1) (the “Split”) to be effective on or around September 16, 2013 or when regulatory approval is obtained, for shares with a record date of September 9, 2013. The Split will not change the total number of Class A common shares authorized nor will it change the par value of the Class A common shares. The reverse will not affect the outstanding Class B Common Stock; the reverse only affects the Class A Common Stock outstanding as of the record date.
Additionally, the shareholders approved amending the Articles of Incorporation to reduce the authorized share count of the Class A Common Stock to 300,000,000 from the current 5,000,000,000.
The accompanying information statement (the “Information Statement”) is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Under the Delaware General Corporation Law and our by-laws, stockholder action may be taken by written consent without a meeting of stockholders. The affirmative vote of at least a majority of the outstanding shares of Class A Common Stock is necessary to approve the Split. Pursuant to Rule 14c-2(b) promulgated under the Exchange Act, the Split will not be affected until at least 20 calendar days following the mailing of the accompanying Information Statement to our stockholders.
Your consent to the Split is not required and is not being solicited. The accompanying Information Statement will serve as notice pursuant to the Exchange Act and Section 228(e) of the Delaware General Corporation Law of the approval of the Split by less than the unanimous written consent of our stockholders. Section 242(b)(2) of the Delaware General Corporation Law does apply because the powers, preferences or any special rights for the Class A Common Stock will not be altered or changed.
By Order of the Board,
/s/: Paul Howarth
Las Vegas, NV
Paul Howarth,
August 29, 2013
Chairman of the Board
A nation of sheep will beget a government of wolves. — Edward R. Murrow
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