UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C INFORMATION STATEMENT
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Confidential, of the Use of the Commission Only
(as permitted by Rule 14c-5(d) (2)) |
World Moto,
Inc.
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________
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Person(s) Filing Proxy Statement, if Other Than the Registrant)
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WORLD MOTO, INC.
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| NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF
STOCKHOLDERS |
| March 20, 2015 |
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March 20, 2015
Dear World Moto, Inc. Stockholders:
This Information Statement is furnished by the Board of
Directors (the “Board”) of World Moto, Inc., a Nevada corporation (the
“Company”), to holders of record as of the close of business on March 9,
2015 (the “Stockholders”) of the Company’s common stock, $0.0001 par
value per share (the “Common Stock), pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
purpose of this Information Statement is to inform our Stockholders that, on
March 9, 2015, holders of at least a majority of the outstanding capital stock
of the Company, acted by written consent in lieu of a special meeting of
stockholders in accordance with Section 78.320 of the Nevada Revised Statutes
(“NRS”) to authorize and approve an amendment to the Articles of
Incorporation (the “Amendment”) of the Company increasing the amount of
authorized shares of Common Stock to 2,000,000,000 shares. A copy of the
Amendment is attached as Annex A to this Information Statement.
The approval of the Amendment will not become effective until
at least 20 calendar days after the initial mailing of this Information
Statement (the “Effective Date”).
No action is required by you. The accompanying Information
Statement is furnished to inform our Stockholders of the action described above
before it takes effect in accordance with Rule 14c-2 promulgated under the
Exchange Act. This Information Statement is being first mailed to you on or
about March 20, 2015.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY. THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER
DESCRIBED HEREIN.
PLEASE NOTE THAT THE COMPANY’S CONTROLLING STOCKHOLDERS HAVE
VOTED TO APPROVE THE AMENDMENT. THE NUMBER OF VOTES HELD BY THE STOCKHOLDERS
EXECUTING THE WRITTEN CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE
REQUIREMENT FOR THIS MATTER UNDER APPLICABLE LAW AND THE COMPANY’S CHARTER, SO
NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE ACTIONS.
| By Order of the Board of Directors |
| |
| /s/ Paul Giles |
| Paul Giles |
| Chief Executive Officer |
Pathumthani, Thailand
March 20, 2015
TABLE OF CONTENTS
ANNEX A: AMENDMENT TO ARTICLES OF INCORPORATION
WORLD MOTO, INC.
131 Thailand Science Park INC-1 #214
Phahonyothin Road
Klong1, Klong Luang
Pathumthani 12120
Thailand
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| INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
|
| OF THE SECURITIES EXCHANGE ACT OF 1934 AND |
| REGULATION 14C PROMULGATED THEREUNDER |
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INTRODUCTORY STATEMENT
World Moto, Inc. (the “Company”) is a Nevada corporation
with principal executive offices located at 131 Thailand Science Park, INC-1
#214, Phahonyothin Road, Klong1, Klong Luang, Pathumthani 12120, Thailand. Our
telephone number is (646) 840-8781. On March 9, 2015, the Company’s Board of
Directors (the “Board”), after careful consideration, unanimously deemed
advisable and approved and adopted an amendment to our articles of incorporation
(the “Amendment”) increasing the number of authorized shares of Common
Stock to 2,000,000,000 shares. This Information Statement is being sent to
holders of record (the “Stockholders”) of the Company’s Common Stock as
of March 9, 2015 (the “Record Date”), by the Board to notify them about
actions that the holders of at least a majority of the outstanding capital stock
of the Company (the “Consenting Stockholders”) entitled to vote on the
Amendment (the “Required Vote”), have taken by written consent, in lieu
of a special meeting of the Stockholders. The Required Vote was obtained on
March 9, 2015 in accordance with the relevant sections of the Nevada Revised
Statutes (“NRS”) and our Articles of Incorporation and our By-laws.
Accordingly, all necessary corporate approvals in connection
with the Amendment have been obtained. This Information Statement is furnished
solely for the purpose of informing the Stockholders, in the manner required
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) of the Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the
Amendment will not be effective, until at least twenty (20) days after the
initial mailing of this Information Statement to the Stockholders. Therefore,
this Information Statement is being sent to you for informational purposes only.
We are not asking you for a proxy and you are requested not
to send us a proxy.
Copies of this Information Statement are expected to be mailed
on or about March 20, 2015, to the holders of record on the Record Date of our
outstanding shares. The matters that are subject to approval of the Stockholders
will not be completed until at least 20 calendar days after the initial mailing
of this Information Statement. This Information Statement is being delivered
only to inform you of the corporate actions described herein before they take
effect in accordance with Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
We have asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
our capital stock held of record and will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
Dissenting Stockholders
Under Nevada Law, our dissenting stockholders are not entitled
to appraisal rights with respect to the approval of the Amendment, and we will
not independently provide our stockholders with any such right.
Information Statement Costs
The entire cost of furnishing this Information Statement will
be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE COMPANY’S CONTROLLING STOCKHOLDERS HAVE
VOTED TO APPROVE THE AMENDMENT. THE NUMBER OF VOTES HELD BY THE STOCKHOLDERS
EXECUTING THE CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT
FOR SUCH MATTER UNDER APPLICABLE LAW AND THE COMPANY’S CHARTER, SO NO
ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THIS ACTION.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Information Statement
regarding the Company are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Exchange Act. This information may involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project” or the negative of these words or other
variations on these words or comparable terminology. Actual events or results
may differ materially from those discussed in forward-looking statements as a
result of various factors. In light of these risks and uncertainties, there can
be no assurance that the forward-looking statements contained in this
Information Statement will in fact occur. We are not under any obligation, and
we expressly disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future events or otherwise.
VOTE REQUIRED TO APPROVE THE PROPOSAL
As of the Record Date, there were 422,391,215 shares of Common
Stock issued and outstanding. Each share of Common Stock is entitled to one
vote. For the approval of the Amendment, the affirmative vote of a majority of
the shares of Common Stock outstanding and entitled to vote at the Record Date,
or 211,195,609 shares of Common Stock, was required for approval.
CONSENTING STOCKHOLDERS
On the Record Date, Mr. Paul Giles, the owner of 170,756,615
shares of Common Stock (40.43%) and Lucky Twin Ventures Co., Ltd., the owner of
41,303,511 shares of Common Stock (9.78%), together holding an aggregate of
212,060,126 shares of Common Stock (50.20%), consented in writing to the
approval of the Amendment. As the Consenting Stockholders have consented to the
foregoing actions by resolution dated March 9, 2015, in lieu of a special
meeting in accordance with 78.320 of the Nevada Revised Statutes and because the
Consenting Stockholders have sufficient voting power to approve such actions
through their ownership of Common Stock, no stockholder vote will be solicited
in connection with this Information Statement.
Under Section 14(c) of the Exchange Act, the transaction cannot
become effective until the expiration of the 20-day period after the initial
mailing of this Information Statement.
APPROVAL OF THE AMENDMENT TO
THE COMPANY’S ARTICLES OF INCORPORATION
General Information
As of the date hereof, pursuant to our Articles of
Incorporation, we are authorized to issue up to One Billion (1,000,000,000)
shares of Common Stock. We propose to increase our authorized shares of Common
Stock from One Billion (1,000,000,000) to Two Billion (2,000,000,000) shares of
Common Stock.
The Consenting Stockholders representing a majority of the
Company’s outstanding voting stock have given their written consent to increase
the authorized number of shares of Common Stock. Under the NRS, the consent of
the holders of a majority of the voting power is effective as stockholders’
approval. We have filed the Amendment with the Nevada Secretary of State in
order to increase the number of authorized shares of Common Stock to Two Billion
(2,000,000,000) shares of Common Stock, and such Amendment shall not be
effective earlier than (20) calendar days from the date of the initial mailing
of this Information Statement. A copy of the form of Amendment is attached
hereto as Annex A.
The Amendment will not result in any changes to the issued and
outstanding shares of Common Stock of the Company and will only affect the
number of shares that may be issued by the Company in the future.
Reasons for the Amendment
The primary purpose of this amendment to increase the number of
authorized shares of Common Stock is to make available for future issuance by us
additional shares of Common Stock and to have a sufficient number of authorized
and unissued shares of Common Stock to maintain flexibility in our corporate
strategy and planning. We believe that it is in the best interests of our
Company and its stockholders to have additional authorized but unissued shares
available for issuance to meet business needs as they arise. The Board of
Directors believes that the availability of additional shares will provide our
Company with the flexibility to issue Common Stock for possible future
financings, stock dividends or distributions, acquisitions, stock option plans,
and other proper corporate purposes that may be identified in the future by the
Board of Directors, without the possible expense and delay of a special
stockholders’ meeting. The issuance of additional shares of Common Stock may
have a dilutive effect on earnings per share and, for stockholders who do not
purchase additional shares to maintain their pro rata interest in our Company,
on such stockholders’ percentage voting power.
The authorized shares of Common Stock in excess of those issued
will be available for issuance at such times and for such corporate purposes as
the Board of Directors may deem advisable, without further action by our
stockholders, except as may be required by applicable law or by the rules of any
stock exchange or national securities association trading system on which the
securities may be listed or traded. Upon issuance, such shares will have the
same rights as the outstanding shares of Common Stock. Holders of Common Stock
have no preemptive rights. The availability of additional shares of Common Stock
is particularly important in the event that the Board of Directors determines to
undertake any actions on an expedited basis and thus to avoid the time, expense
and delay of seeking stockholder approval in connection with any potential
issuance of Common Stock of which we have none contemplated at this time other
than as discussed herein.
As disclosed in our Current Report on Form 8-K filed on March
11, 2015, we entered into a securities purchase agreement (the “Purchase
Agreement”) with an accredited investor (the “Investor”), pursuant to
which we issued a debenture (the “Initial Debenture”) in the principal
amount of $54,348 to such Investor. Upon the effectiveness of a registration
statement to be filed by us in connection therewith, the Investor will purchase
an additional debenture (the “Subsequent Debenture”, together with the
Initial Debenture, the “Debentures”) in the principal amount of $489,130.
Pursuant to the terms of the Debentures, we are required to reserve and keep
available for issuance the number of shares of Common Stock equal to three times
the quotient of (i) the outstanding principal amount of the Debentures, plus
interest, divided by (ii) the applicable conversion price. The conversion price
is the lesser of $0.03 or the price equal to 60% of the lowest traded price per
share of the Common Stock during the 25 trading days prior to conversion subject
to anti-dilution provisions set forth in the Debentures. In order to meet the
Company’s reserve obligation under the Subsequent Debenture, the Company must
increase the number of authorized shares of Common Stock. Based on the
conversion price in effect as of March 5, 2015, we will need to reserve
76,530,612 shares of Common Stock upon the increase in authorized shares of
Common Stock contemplated herein.
The aggregate net proceeds from the financing under the
Purchase Agreement will be used for general working capital purposes. A further
vote of the stockholders will not be required in order to issue shares of Common
Stock upon any conversion of the Debentures by the Investor. Any issuances of
Common Stock upon conversion of the Debentures will have the effect of reducing
each existing stockholder’s proportionate ownership and may dilute earnings per
shares of the shares outstanding at the time of any such issuance.
The following table sets forth certain information regarding
the Common Stock as of the Record Date and subsequent to the increase in
authorized shares of Common Stock:
| |
Number of Shares of
Common Stock as |
Number of Shares of
Common Stock |
| |
of March 9, 2015
|
Subsequent to Increase
in Authorized |
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|
Shares |
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|
|
| Authorized |
1,000,000,000 |
2,000,000,000
|
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|
|
| Issued and Outstanding
|
422,391,215 |
422,391,215
|
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|
|
| Reserved for
Issuance(1) |
555,883,799 |
555,883,799
|
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|
|
| Authorized but
Unissued/Not Reserved |
21,724,986 |
1,021,724,986
|
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|
|
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(1) |
These amounts reflect the number of shares of Common
Stock required to be reserved for issuance pursuant to outstanding
indebtedness of the Company. |
Other than as described above, we have no arrangements,
agreements, understandings, or plans at the current time for the issuance or use
of the additional shares of Common Stock proposed to be authorized. The Board of
Directors does not intend to issue any Common Stock except on terms which the
Board of Directors deems to be in the best interests of our Company and its then
existing stockholders.
Principal Effects on Outstanding Common Stock
The proposal to increase the authorized Common Stock will
affect the rights of existing holders of Common Stock to the extent that future
issuances of Common Stock will reduce each existing stockholder’s proportionate
ownership and may dilute earnings per share of the shares outstanding at the
time of any such issuance.
For instance, if the Debentures are converted into shares of
Common Stock, the Investor will receive a greater percentage of the outstanding
Common Stock and the existing stockholders will hold a smaller percentage of the
outstanding Common Stock. Depending on market liquidity at the time, the
issuance of a substantial number of shares of our Common Stock to the Investor,
and the resale of such shares by the Investor into the public market, or the
perception that such sales may occur, could cause the trading price of our
Common Stock to decline, result in substantial dilution to existing stockholders
and make it more difficult for us to sell equity or equity-related securities in
the future at a time and at a price that we might otherwise wish to effect
sales.
The following table sets forth the total number of shares of
Common Stock issuable to the Investor upon conversion of the Debentures at
various conversion prices, without taking into account the percentage ownership
restrictions included in the Debentures.
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Assumed |
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Total Number of
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Percentage of |
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Conversion |
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Shares of Common
Stock to be |
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|
Outstanding |
|
| |
Price |
|
|
Issued |
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|
Shares of Common
Stock(1) |
|
| $ |
0.01 |
|
|
54,347,800 |
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|
12.87 |
% |
| $ |
0.02 |
|
|
27,173,900 |
|
|
6.43 |
% |
| $ |
0.03 |
|
|
18,115,933 |
|
|
4.29 |
% |
| |
(1) |
The denominator is based on 422,391,215 shares of common
stock outstanding as of March 9, 2015. The numerator is based on the
number of shares of Common Stock issuable to the Investors under the
Debentures at the corresponding assumed conversion price set forth in the
adjacent column. |
Other than the potential reduction in proportionate ownership,
the dilutive effect on earnings per share, and other effects mentioned above,
the proposed issuances, if completed, will not have any other material effects
on the Company’s existing stockholders.
The Amendment will be effective upon expiration of the 20
calendar day waiting period after the mailing of this Information Statement.
Potential Anti-Takeover Aspects and Possible Disadvantages
of Stockholder Approval of the Increase
The increase in the authorized number of shares of Common Stock
could have possible anti-takeover effects. These authorized but unissued shares
could (within the limits imposed by applicable law) be issued in one or more
transactions that could make a change of control of the Company more difficult,
and therefore more unlikely. The additional authorized shares could be used to
discourage persons from attempting to gain control of the Company by diluting
the voting power of shares then outstanding or increasing the voting power of
persons that would support the Board of Directors in a potential takeover
situation, including by preventing or delaying a proposed business combination
that is opposed by the Board of Directors although perceived to be desirable by
some stockholders. The Board of Directors does not have any current knowledge of
any effort by any third party to accumulate our securities or obtain control of
the Company by means of a merger, tender offer, solicitation in opposition to
management or otherwise.
While the Amendment may have anti-takeover ramifications, our
Board of Directors believes that the financial flexibility offered by the
Amendment outweighs any disadvantages. To the extent that the Amendment may have
anti-takeover effects, the Amendment may encourage persons seeking to acquire
our Company to negotiate directly with the Board of Directors enabling the Board
of Directors to consider the proposed transaction in a manner that best serves
the stockholders’ interests.
Other than as described above, there are currently no plans,
arrangements, commitments or understandings for the issuance of additional
shares of Common Stock.
Amendment
The Third Article of the Company’s Articles of Incorporation
will be amended to read as follows:
“The authorized capital stock of the Corporation shall consist
of Two Billion (2,000,000,000) shares of common stock, par value $0.0001. ”
A copy of the Amendment to the Articles of Incorporation is
attached as Annex A.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND
OFFICERS
The following table sets forth certain information as of March
9, 2015, with respect to the beneficial ownership of our common stock for (i)
each director and officer, (ii) all of our directors and officers as a group,
and (iii) each person known to us to own beneficially five percent (5%) or more
of the outstanding shares of our common stock. As of March 9, 2015, there were
422,391,215 shares of common stock outstanding.
| |
Shares |
|
| Name and Address of |
Beneficially |
Percentage |
| Beneficial Owner(1) |
Owned |
Owned(2) |
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| Directors and Executive Officers |
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| Paul Giles, Chief Executive Officer, President and Director
|
170,756,615 |
40.43% |
| 25/1 Soi Sii Dan 14 Moo Baan Laddawan, Sri Nakarin, Bang
Kaeow, Bang |
|
|
| PreeSamut Prakan, Bangkok, Thailand 10540 |
|
|
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|
|
| Lisa Ziomkowski-Boten, Secretary and Treasurer |
611,420 |
0.14% |
| 1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong,
Amphur |
|
|
| Muang, Samut Prakan, Bangkok W1 10270 |
|
|
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|
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| Chris Ziomkowski, Chief Technical Officer |
41,303,511 (3) |
9.78% |
| 1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong,
Amphur |
|
|
| Muang, |
|
|
| Samut Prakan, Bangkok W1 10270 |
|
|
| |
|
|
| Julpas Kruesopon, Director |
0 (4) |
0% |
| 1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong,
Amphur |
|
|
| Muang, |
|
|
| Samut Prakan, Bangkok W1 10270 |
|
|
| |
|
|
| All Officers and Directors |
212,671,546 |
50.35% |
| |
|
|
| 5% Stockholders |
|
|
| |
|
|
| Paul Giles |
170,756,615 |
40.43% |
| 25/1 Soi Sii Dan 14 Moo Baan Laddawan, Sri Nakarin, Bang
Kaeow, Bang |
|
|
| PreeSamut Prakan, Bangkok, Thailand 10540 |
|
|
| |
|
|
| Lucky Twins Ventures Co., Ltd.(5) |
41,303,511 |
9.78% |
| 209/123 Muang Ake Phase 5, T. Lkhak A. Muang Pathumthani,
12000 |
|
|
| Thailand |
|
|
| (1) |
Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC,
shares of common stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed
to be outstanding for the purpose of computing the percentage ownership of
such individual or group, but are not deemed to be beneficially owned and
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table. |
| |
|
| (2) |
Based on 422,391,215 shares of our common stock issued
and outstanding as of March 9, 2015. |
| |
|
| (3) |
Mr. Ziomkowski’s beneficial ownership represents shares
of common stock held by a Lucky Twins Ventures Co. Ltd. (“Lucky Ltd.”).
Mr. Ziomkowski’s spouse, Ms. Nutchanoot Ziomkowski, is a director of Lucky
Ltd. |
| |
|
| (4) |
Does not include 500,000 shares of restricted stock that
were to be issued and vested on December 19, 2014, to Mr.
Kruesopon. |
| |
|
| (5) |
The business address of Lucky Ltd. is 209/123 Muang Ake
Phase 5, T. Lkhak A. Muang, Pathumthani, 12000, Thailand. The principal
business of Lucky Ltd. is that of a private investment firm. Mrs.
Nutchanoot Ziomkowski has power to vote or to direct the vote and power to
dispose or to direct the disposition of all securities owned directly by
Lucky Ltd. |
Change in Control
There are no existing arrangements that may result in a change
in control of the Company.
REASONS WE USED STOCKHOLDER CONSENT AS OPPOSED TO
SOLICITATION OF STOCKHOLDER APPROVAL VIA PROXY STATEMENT AND SPECIAL MEETING
The Amendment requires stockholder approval. Stockholder
approval could have been obtained by us in one of two ways: (i) by the
dissemination of a proxy statement and subsequent majority vote in favor of the
actions at a stockholders meeting called for such purpose, or (ii) by a written
consent of the holders of a majority of our voting securities. However, the
latter method, while it represents the requisite stockholder approval, is not
deemed effective until twenty (20) days after this Information Statement has
been sent to all of our stockholders giving them notice of and informing them of
the actions approved by such consent.
Given that we have already secured the affirmative consent of
the holders of a majority of our voting securities to the Amendment, we
determined that it would be a more efficient use of limited corporate resources
to forego the dissemination of a proxy statement and subsequent majority vote in
favor of the actions at a stockholders meeting called for such a purpose, and
rather proceed through the written consent of the holders of a majority of our
voting securities. Spending the additional company time, money and other
resources required by the proxy and meeting approach would have been potentially
wasteful and, consequently, detrimental to completing the Amendment in a manner
that is timely and efficient for us and our stockholders.
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
ACTED UPON
No director, officer, nominee for election as a director,
associate of any director, officer of nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein which is not shared by all other
stockholders pro rata in accordance with their respective interest. No director
has informed the Company that he intends to oppose any of the corporate actions
to be taken by the Company as set forth in this Notice and Information
Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN
ADDRESS
Only one copy of this Information Statement is being delivered
to multiple stockholders sharing an address, unless the Company has received
contrary instructions from one or more of the stockholders. The Company will
deliver promptly, upon written or oral request, a separate copy of this
Information Statement to a stockholder at a shared address to which a single
copy of this document was delivered. A stockholder may mail a written request to
World Moto, Inc., Attention: Secretary, 131 Thailand Science Park, INC-1 #214,
Phahonyothin Road, Klong1, Klong Luang, Pathumthani 12120, Thailand, to
request:
| |
• |
a separate copy of this Information Statement;
|
| |
|
|
| |
• |
a separate copy of Information Statements in
the future; or |
| |
|
|
| |
• |
delivery of a single copy of Information
Statements, if such stockholder is receiving multiple copies of those
documents. |
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly, current and other reports and other
information with the SEC. Certain of our SEC filings are available over the
Internet at the SEC’s web site at www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference room by writing to the
Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Callers in the United States can also call 1-800-SEC-0330 for
further information on the operations of the public reference facilities.
Dated: March 20, 2015
ANNEX A
AMENDMENT TO ARTICLES OF INCORPORATION
