UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check the
appropriate box:
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¨
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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x
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Definitive
Information Statement
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SIENA
TECHNOLOGIES, INC.
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(Name
of Registrant as Specified In Its
Chapter)
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Payment
of Filing Fee (Check the appropriate box)
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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SIENA
TECHNOLOGIES, INC.
13700
Alton Parkway Suite 154-277
Irvine,
CA 92618
Tel.
No. (949) 271-2564
INFORMATION
STATEMENT
(Preliminary)
This
information statement, pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended, and Regulation 14C and Schedule 14C
there under (the “Information Statement
”) will be mailed on or about May 14, 2009 to the shareholders of
record as of May 5, 2009 (the “Record Date”) of
Siena Technologies, Inc. (the “Company”) in
connection with certain actions to be taken pursuant to the written consent of
the shareholders of the Company holding a majority of the outstanding shares of
common stock, dated as of April 21, 2009.
The
actions to be taken pursuant to the written consent shall be taken on or
about June 3, 2009, 20 days after the mailing of this information
statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO
SHAREHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
SHAREHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING CAPITAL STOCK IN
LIEU
OF A SPECIAL MEETING OF THE SHAREHOLDERS, DATED APRIL 21, 2009.
To
the Shareholders of Siena Technologies, Inc.:
NOTICE IS
HEREBY GIVEN to the shareholders of record of Siena Technologies, Inc. (“our”, “we” or the “Company”) as of the
close of business on the record date, May 5, 2009 (the “Record Date”), that
on April 21, 2009, our board of directors (the “Board”) has
recommended, and that the holder of a majority of the voting power of our
outstanding common stock (the “Majority Shareholder”), $0.001 par value (the
“Common Stock”) voted to:
· Amend
our Articles of Incorporation to change the Company’s name to XnE, Inc. (the
“Name Change”); and
· Amend
our Articles of Incorporation to effect a Five Hundred (500) for One (1) reverse
stock split, whereby, as of the Record Date, for every Five Hundred shares of
our Common Stock then owned, each shareholder shall receive one share of Common
Stock (the “Stock Split”).
None of
our current officers, directors, or any of their respective affiliates has any
interest in the matter to be acted upon, except as set forth in this Information
Statement.
Pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended, and
Regulation 14C and Schedule 14C there under, and the provisions of the
Nevada Revised Statutes, the above-mentioned corporate actions will become
effective on or around June 3, 2009, or twenty days (20) after this Information
Statement is first mailed to our shareholders.
As of the
Record Date, 78,897,114 shares of
our Common Stock were issued and outstanding. Each share of Common
Stock entitles the holder to one vote on all matters brought before the
shareholders. The holders of a majority of the issued and outstanding shares of
our Common Stock as of the Record Date voted for the approval of the
above-mentioned actions.
We will
bear the entire cost of furnishing this Information Statement. We will request
brokerage houses, nominees, custodians, fiduciaries and other like parties to
forward this Information Statement to the beneficial owners of our common stock
held of record by them.
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Date:
May 14, 2009
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By
Order of the Board of Directors,
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/s/
Michael Cummings
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Michael
Cummings
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Chief
Executive Officer
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As of the
Record Date, our authorized capitalization consisted of 100,000,000 shares
of common stock (the “Common Stock”), of which
78,897,114 shares were issued and outstanding.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the shareholders. However, because shareholders holding at least a majority
of the voting rights of all outstanding shares of capital stock at the Record
Date (the “Majority Shareholder”) have voted in favor of the foregoing proposals
by resolution dated April 21, 2009 and having sufficient voting power to
approve such proposals through their ownership of capital stock, no other
shareholder consents will be solicited in connection with this Information
Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposals will not be adopted until a date at least 20 days after the date
on which this Information Statement has been mailed to the shareholders of the
Company as of the Record Date. We anticipate that the actions contemplated
herein will be effected on or about June 3, 2009.
We have
asked brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the Common Stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
Distributions
and Costs
We will
pay all costs associated with the distribution of this Information Statement,
including the costs of printing and mailing. We will only deliver one
Information Statement to multiple shareholders sharing an address, unless we
have received contrary instructions from one or more of the shareholders. Also,
we will promptly deliver a separate copy of this Information Statement and
future shareholder communication documents to any shareholder at a shared
address to which a single copy of this Information Statement was delivered, or
deliver a single copy of this Information Statement and future shareholder
communication documents to any shareholder or shareholders sharing an address to
which multiple copies are now delivered, upon written request to us at our
address noted above.
Shareholders
may also address future requests regarding delivery of information statements
and annual reports by contacting us at our address above.
No
Dissenters’ Rights
The
Nevada Revised Statutes do not provide for dissenter's rights in connection with
any of the actions described in this Information Statement, and we will not
provide shareholders with any such right independently.
AMENDMENTS
TO THE ARTICLES OF INCORPORATION
NAME
CHANGE
We intend
to file a Certificate of Amendment to our Articles of Incorporation
effectuating the name change with the Secretary of State of Nevada (the “Name
Change”). This amendment to our Articles of Incorporation will become
effective at the close of business on the date the amendment to the Articles of
Incorporation is accepted for filing by the Secretary of State of
Nevada. It is presently contemplated that such filing will be made on
or about June 3, 2009, twenty days (20) after this Information Statement is
first mailed to our shareholders.
Reasons
for the Name Change
The
Company’s Board of Directors, as well as the Majority Shareholder believes that
the Name Change is in the Company’s best interest and is intended to more
accurately reflect the Company’s operations and interests. At
present, the Company is no longer engaged in the technology business but in the
sports and entertainment industry. The proposed name is intended to
stand for “excellence in entertainment” and is intended to better reflect the
future operations of the Company.
You
are not required to exchange your certificate(s) of Siena Technologies, Inc. for
new stock certificates reflecting our new name of XnE, Inc., although you may do
so if you wish.
THE REVERSE STOCK SPLIT OF
COMMON STOCK
Our Board
of Directors and the Majority Shareholder have also approved an amendment to our
Articles of Incorporation to effect a Five Hundred-to-One reverse stock split of
our Common Stock (the “Stock Split”).
Background
We
currently have 100,000,000 shares of Common Stock authorized, and approximately
78,897,114 shares of Common Stock are outstanding as of the Record Date. Our
Board of Directors and Majority Shareholder believe that the price of our Common
Stock is too low to attract investors to buy the stock. In order to
proportionally raise the per share price of our Common Stock, our Board of
Directors and the Majority Shareholder believe that it is in our best interest
to implement the Stock Split by reducing the number of shares of Common Stock
outstanding. In addition, our Board of Directors and the Majority Shareholder
believe that the share price of the Common Stock is a factor in whether the
Common Stock meets investing guidelines for certain institutional investors and
investment funds. Finally, our Board of Directors and Majority Shareholder
believe that we will benefit from relatively lower trading costs for a higher
priced stock. The combination of lower transaction costs and increased interest
from institutional investors and investment funds may ultimately improve the
trading liquidity of our Common Stock. Our Board of Directors and Majority
Shareholder are not implementing the reverse stock split in anticipation of any
future transaction or series of transactions, including any “going private”
transaction. However, the Company may issue shares of its common
stock to certain private investors who may provide additional working capital to
the Company. The Company is in discussions with several potential
investors, however, as of the date of this information statement, no definitive
agreement has been entered into between such potential investors and the
Company.
Material
Effects of the Reverse Stock Split
The Stock
Split will be affected simultaneously for all Common Stock, and the ratio will
be the same for all shareholders of Common Stock. The Stock Split will effect
all of our shareholders uniformly and will not effect any shareholder's
percentage ownership interests, except to the extent that the reverse stock
split results in fractional share ownership.
The
principal effect of the reverse stock split will be to reduce the number of
shares of Common Stock issued and outstanding from approximately 78,897,114
shares as of May 5, 2009 to approximately 157,794 shares.
In
addition, the Stock Split may increase the number of shareholders who own odd
lots (less than 100 shares). Shareholders who hold odd lots may experience an
increase in the cost of selling their shares and may have greater difficulty in
affecting sales.
Effect
on Fractional Shareholders
Shareholders
will not receive fractional post-reverse stock split shares in connection with
the Stock Split and we will not be paying any cash to shareholders for any
fractional shares from the reverse split. Instead, any resulting fractional
shares shall be rounded up to the nearest whole number.
Effect
on Registered and Beneficial Shareholders
Upon the
Stock Split, we intend to treat shareholders holding Common Stock in “street
name,” through a bank, broker or other nominee, in the same manner as registered
shareholders whose shares are registered in their names. Banks, brokers or other
nominees will be instructed to affect the reverse stock split for their
beneficial holders holding of Common Stock in “street name.” However, such
banks, brokers or other nominees may have different procedures than registered
shareholders for processing the reverse stock split. Shareholders who hold their
shares of Common Stock with such a bank, broker or other nominee and who have
any questions in this regard are encouraged to contact their
nominees.
Effect
on Registered Certificated Shares
Shareholders
whose shares are held in certificate form will receive a transmittal letter from
our transfer agent, Standard Registrar & Transfer Co., as soon as
practicable after the effective date of the Stock Split. The letter of
transmittal will contain instructions on how to surrender certificate(s)
representing pre-reverse stock split shares to the transfer agent. No new shares
will be issued until outstanding certificate(s) are surrendered, together with a
properly completed and executed letter of transmittal, to the transfer agent.
Shareholders should not submit any certificate(s) until requested to do
so.
Procedure
for Affecting Reverse Stock Split
The Stock
Split will become effective on the date we file Amended Articles of
Incorporation with the State of Nevada, which is referred to as the “Effective Date.”
Beginning on the Effective Date, each certificate representing pre-reverse stock
split shares will be deemed for all corporate purposes to evidence ownership of
post-reverse stock split shares. The text of the Amended Articles of
Incorporation is subject to modification to include such changes as may be
required by the office of the Secretary of State of the State of Nevada and as
the Board of Directors deems necessary and advisable to affect the reverse stock
split.
Certain
Risk Factors Associated with the Reverse Stock Split
Implementation
of the Stock Split entails various risks and uncertainties, including but not
limited to the following:
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There
can be no assurance that the market price per share of Common Stock after
the Stock Split will remain unchanged or increase in proportion to the
reduction in the number of shares of Common Stock outstanding before the
Stock Split. Accordingly, our total market capitalization after the Stock
Split may be lower than the total market capitalization before the Stock
Split.
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After
the Stock Split is affected, if the market price of our Common Stock
declines, the percentage decline may be greater than would occur in the
absence of a reverse stock split.
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There
can be no assurance that the Stock Split will result in a per share price
that will attract institutional investors or investment funds or that such
share price will satisfy the investing guidelines of institutional
investors or investment funds. As a result, the trading liquidity of the
Common Stock may not necessarily
improve.
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The
reduced number of shares that would be outstanding after the Stock Split
could adversely affect the liquidity of the Common
Stock.
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Authorized
Shares
The Stock
Split will affect all issued and outstanding shares of Common Stock and
outstanding rights to acquire Common Stock. Upon the effectiveness of the Stock
Split, the number of authorized shares of Common Stock that are now issued or
outstanding would increase due to the reduction in the number of shares of
Common Stock issued and outstanding.
We
currently have 100,000,000 shares of authorized Common Stock and 78,897,114
shares of Common Stock issued and outstanding as of May 5, 2009. Authorized but
unissued shares of Common Stock will be available for issuance, and we may issue
such shares in the future. However, we have no current plans to issue any
additional shares of Common Stock. If we issues additional shares of Common
Stock, the ownership interest of holders of the Common Stock will be
diluted.
The
following table sets forth information regarding the Company's current and
anticipated number of authorized shares and issued and outstanding shares of the
Common Stock following implementation of the reverse stock split.
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Number
of
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Number
of
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Number
of
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Shares
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Number
of
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Shares
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Shares
of
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of
Common
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Shares
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of
Common Stock
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Common
Stock
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Stock
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of
Common
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Issued
and
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Reserved
for
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Available
for
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Authorized
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Outstanding
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Issuance
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Issuance
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As
of May 5, 2009
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100,000,000
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78,897,114
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0
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21,102,886
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After
500 for 1 reverse
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stock
split
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100,000,000
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157,794
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0
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99,842,206
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Accounting
Matters
The Stock
Split will not affect the par value of the Common Stock. As a result, as of the
effective time of the Stock Split, the stated capital attributable to the Common
Stock on our balance sheet will be reduced
proportionately based on the reverse stock split ratio of Five Hundred-for-One,
and the additional paid-in capital account will be credited with the amount by
which the stated capital is reduced. The per-share net income or loss and net
book value of the Common Stock will be restated because there will be fewer
shares of the Common Stock outstanding.
Potential
Anti-Takeover Effect
Although
the increased proportion of un-issued authorized shares to issued shares could,
under certain circumstances, have an anti-takeover effect (for example, by
permitting issuances that would dilute the stock ownership of a person seeking
to effect a change in the composition of the Board of Directors or contemplating
a tender offer or other transaction for the combination of the Company with
another company), the Stock Split proposal is not being undertaken in response
to any effort of which the Board of Directors is aware to accumulate shares of
the Common Stock or obtain control of our Company. Other than the Stock Split,
the Board of Directors does not currently contemplate the adoption of any other
amendments to the Articles of Incorporation that could be construed to affect
the ability of third parties to take over or change the control of our
Company.
No
Appraisal Rights
The
Nevada Revised Statutes do not provide for dissenter’s rights in connection with
any of the actions described in this Information Statement and the Company will
not provide shareholder with any such right independently.
Federal
Income Tax Consequences of the Stock Split
The
following is a summary of the material federal income tax consequences of the
proposed Stock Split. This discussion is based on the Internal Revenue Code, the
Treasury Regulations promulgated thereunder, judicial opinions, published
positions of the Internal Revenue Service, and all other applicable authorities
as of the date of this document, all of which are subject to change (possibly
with retroactive effect). This discussion does not describe all of the tax
consequences that may be relevant to a holder in light of his particular
circumstances or to holders subject to special rules (such as dealers in
securities, financial institutions, insurance companies, tax-exempt
organizations, foreign individuals and entities, and persons who acquired their
Common Stock as compensation). In addition, this summary is limited to
shareholders that hold their Common Stock as capital assets. This discussion
also does not address any tax consequences arising under the laws of any state,
local or foreign jurisdiction.
ACCORDINGLY,
EACH SHAREHOLDER IS STRONGLY URGED TO CONSULT WITH A TAX ADVISER TO DETERMINE
THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES
TO SUCH SHAREHOLDER OF THE STOCK SPLIT.
No gain
or loss should be recognized by a shareholder upon such shareholder's exchange
of pre-reverse stock split shares for post-reverse stock split shares pursuant
to the Stock Split. The aggregate tax basis of the post-reverse stock split
shares received in the Stock Split will be the same as the shareholder's
aggregate tax basis in the pre-reverse stock split shares exchanged therefore.
The shareholder's holding period for the post-reverse stock split shares will
include the period during which the shareholder held the pre-reverse stock split
shares surrendered in the Stock Split.
The tax
treatment of each shareholder may vary depending upon the particular facts and
circumstances of such shareholder. Each shareholder is urged to consult with
such shareholder's own tax advisor with respect to the tax consequences of the
Stock Split. Each shareholder should consult with his or her own tax advisor
with respect to all of the potential tax consequences to him or her of the Stock
Split.
Effective
Date of the Amendments
The Name
Change and the Stock Split will become effective upon our filing of the
Certificate of Amendment with the Nevada Secretary of State. Pursuant to
Rule 14c-2 under the Exchange Act, the foregoing proposals may not become
effective until a date at least 20 days after the date on which this Information
Statement has been mailed to the shareholders. We anticipate filing the
Certificate of Amendment on or about the close of business on June 3,
2009.
Except as
disclosed elsewhere in this Information Statement, none of the following persons
has any substantial interest, direct or indirect, by shareholdings or otherwise
(other than with respect to elections to office) in any matter to be acted
upon:
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1.
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any
of our directors or officers of our Company;
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2.
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any
proposed nominee for election as a director; and
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3.
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any
associate or affiliate of any of the foregoing
persons.
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The
shareholdings of our directors and officers are listed below in the section
entitled “Security Ownership of Certain Beneficial Owners and
Management.” To our knowledge, no director has advised us that he
intends to oppose the corporate actions described herein.
The
following tables set forth certain information regarding the beneficial
ownership of the common stock as of May 5, 2009 by (a) each shareholder who we
know to own beneficially 5% or more of our outstanding Common Stock; (b) all
directors; (c) all nominees for director; (d) our executive officers; and (d)
all executive officers and directors as a group.
Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of common stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of common stock. The
percentage of beneficial ownership is based upon 78,897,114 shares of common
stock outstanding as of May 5, 2009.
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Name
and address of beneficial owner
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Amount
and Nature of Beneficial Ownership
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Percent
of class of common stock (1)
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Michael
Cummings (2)
CEO
and Director
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50,400,000 |
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63.9 |
% |
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All
Officers and Directors
as
a Group (1 Persons)
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50,400,000 |
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63.9 |
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(1) Based
on a total of 78,897,114 shares of common stock outstanding. In accordance with
Securities and Exchange Commission Rules, each person's percentage interest is
calculated by dividing the number of shares that person beneficially owns by the
sum of (a) the total number of shares outstanding on May 5, 2009 plus (b) the
number of shares such person has the right to acquire within sixty (60) days of
May 5, 2009.
(2) The
shares are held in the name of CTM Investments, Inc. Michael Cummings
is the Chief Operating Officer and President of CTM Investments, Inc. and has
dispositive power over the shares held by CTM Investments, Inc. This
includes all shares that were transferred to CTM Investments, Inc. by Dutchess
Private Equities Fund, Ltd.
pursuant to the sale previously reported on Form 8-K filed on February 13,
2009.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires that our
directors and executive officers, and persons who own more than ten percent
(10%) of our outstanding Common Stock, file with the Securities and Exchange
Commission (the “SEC”) initial reports of ownership and reports of changes in
ownership of Common Stock. Such persons are required by the SEC to furnish us
with copies of all such reports they file. Specific due dates for
such reports have been established by the SEC and we are required to disclose
any failure to file reports by such dates. We believe that during the
fiscal year ended December 31, 2008, all reports required to be filed pursuant
to Section 16(a) were filed on a timely basis.
We are
subject to the information and reporting requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith, we file periodic reports,
documents and other information with the SEC relating to our business, financial
statements and other matters. Such reports and other information may be
inspected and are available for copying at the offices of the SEC, 100 F Street,
N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov. Information
regarding the operation of the public reference rooms may be obtained by calling
the SEC at 1-800-SEC-0330.
We will
provide, upon request and without charge, to each shareholder receiving this
Information Statement a copy of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, including the financial statements and
financial statement schedule information included therein, as filed with the
SEC. You are encouraged to review the Annual Report together with any subsequent
information we filed or will file with the SEC and other publicly available
information. A copy of any public filing is also available, at no charge, by
contacting our legal counsel, Gersten Savage LLP, Attn: Peter Gennuso, Esq. at
212-752-9700.
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Date: May
14, 2009
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By
Order of the Board of Directors,
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/s/
Michael Cummings
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Michael
Cummings
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Chief
Executive Officer
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