SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
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|X| Definitive Information Statement
Boulder Acquisitions, Inc.
(Name of Registrant as Specified In Its Charter)
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Boulder Acquisitions, Inc.
211 West Wall Street
Midland, Texas 79701-4556
Written Consent Relating to
Reverse Split of Common
Capital Stock
NOTICE IS HEREBY GIVEN that we have received written consents in lieu
of a meeting from shareholders representing approximately 93% of our outstanding
shares of common stock approving an amendment of the company's Articles of
Incorporation to effect a one-for-two reverse split of the common stock, par
value $.001 per share, of Boulder Acquisitions, Inc.
We are not asking you for a proxy
and you are requested not to send us a proxy.
As of the close of business on March 15, 2004, the record date for
shares entitled to notice of the reverse split, there were 2,207,612 shares of
our common stock outstanding. Each share of our common stock is entitled to one
vote in connection with the reverse stock split. Prior to the mailing of this
Information Statement, holders of approximately 93% of our outstanding shares of
common stock signed a written consent approving the amendment of the Articles of
Incorporation to effect the one-for-two reverse stock split. As a result of the
reverse split, the total number of issued and outstanding shares of our common
stock will be reversed from 2,207,612 shares to 1,103,806 shares. The amendment
of the Articles of Incorporation is intended to be effective on or about April
9, 2004.
By Order of the Board of Directors,
/s/ Timothy P. Halter
Timothy P. Halter, Chairman of the Board
March 19, 2004
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SUMMARY
Transaction: Amendment of Articles of Incorporation to effect a
Reverse Stock Split.
Purpose: To facilitate our efforts to affect a business
combination with a private company that has ongoing
business operations.
The purpose of this Information Statement is to
inform those holders of our common stock who have not
given us their written consent to the foregoing
corporate action and its effects.
Record Date: March 15, 2004.
Exchange Ratio: One share of common stock will be issued for each two
shares of our common stock held as of the record
date.
Effective Date: April 9, 2004
STOCK OWNERSHIP
The following table sets forth information as of March 15, 2004,
regarding the beneficial ownership of our common stock (i) by each person or
group known by our management to own more than 5% of the outstanding shares of
our common stock, (ii) by each director, the chief executive officer and our
other executive officer, and (iii) by all directors and executive officers as a
group. Unless otherwise noted, each person has sole voting and investment power
over the shares indicated below, subject to applicable community property laws.
The mailing address for Mr. Halter is 12890 Hilltop Road, Argyle, Texas
76226.
Percentage
Shares Beneficially Owned Outstanding
------------------------- -----------
Before After Before After
Name Stock Split. Stock Split. Stock Split (1). Stock Split (2).
---- ------------ ------------ ---------------- ----------------
Timothy P. Halter (3) 1,700,000 850,000 70.6% 70.6%
All Officers and Directors 1,700,000 850,000 70.6% 70.6%
as a group (1 Person) (4)
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(1) In determining the percent of voting stock owned by a person before the
stock split, (a) the numerator is the number of shares of common stock
beneficially owned by the person, including shares the beneficial ownership of
which may be acquired within 60 days upon the exercise of options or warrants or
conversion of convertible securities, and (b) the denominator is the total of
(i) the 2,207,612 shares of common stock outstanding on March 15, 2004, and (ii)
any shares of common stock which the person has the right to acquire within 60
days upon the exercise of options or warrants or conversion of convertible
securities. Neither the numerator nor the denominator includes shares which may
be issued upon the exercise of any other options or warrants or the conversion
of any other convertible securities.
(2) In determining the percent of voting stock owned by a person after the stock
split (a) the numerator is the number of shares of common stock beneficially
owned by the person, including shares the beneficial ownership of which may be
acquired within 60 days upon the exercise of options or warrants or conversion
of convertible securities, and (b) the denominator is the total of (i) the
1,103,806 shares of common stock that will be outstanding after the reverse
split and (ii) any shares of common stock which the person has the right to
acquire within 60 days upon the exercise of options or warrants or conversion of
convertible securities. Neither the numerator nor the denominator includes
shares which may be issued upon the exercise of any other options or warrants or
the conversion of any other convertible securities.
(3) Includes 1,500,000 shares of common stock held by Halter Financial Group,
Inc., a corporation in which Timothy P. Halter is the president, and 200,000
shares which may be purchased upon exercise of a warrant.
(4) Includes the beneficial ownership of certain shares held by Timothy P.
Halter and shares of common stock which may be purchased by him upon exercise of
a warrant as disclosed in the foregoing footnotes.
AMENDMENT OF ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF BOULDER'S COMMON STOCK AT A RATIO OF ONE-FOR-TWO
General
The Board of Directors unanimously adopted a resolution seeking
shareholder approval to grant the Board of Directors authority to amend our
Articles of Incorporation (the "Articles") to effect a reverse stock split of
our common stock. Holders of a majority of our common stock approved the Boards'
recommendation of amending the Articles to effect a one-for-two reverse stock
split by consent in lieu of Special Meeting on March 1, 2004.
The reverse stock split, when implemented, will not change the number
of authorized shares of common stock or the par value of the common stock.
Except for any changes as a result of the treatment of fractional shares, each
shareholder who owns two or more shares will hold the same percentage of common
stock outstanding immediately following the reverse stock split as such
shareholder did immediately prior to the reverse stock split.
By reducing the number of shares of our common stock that is issued and
outstanding from 2,207,612 to 1,103,806 shares, we believe that we will be
better positioned to effect a business strategy of entering into a business
combination with a private entity that has current business operations so as to
enhance the value of our common stock.
The company may be referred to as a shell corporation. Shell
corporations have zero or nominal assets and typically no stated or contingent
liabilities. Private companies wishing to become publicly trading may wish to
merge with a shell (a reverse merger) whereby the shareholders of the private
company become the majority of the shareholders of the combined company. The
private company may purchase for cash all or a portion of the common shares of
the shell corporation from its major shareholders. Typically, the board and
officers of the private company become the new board and officers of the
combined company and often the name of the private company becomes the name of
the combined company.
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At the present time, we have not reached any agreement or definitive
understanding with any person concerning an acquisition.
The company's search will be directed toward enterprises that have a
desire to become public corporations. In addition these enterprises may wish to
satisfy, either currently or in the reasonably near future, the minimum tangible
asset requirement in order to qualify shares for trading on NASDAQ or on an
exchange such as the American Stock Exchange. The company intends to concentrate
its acquisition efforts on businesses that it believes may realize a substantial
benefit from being publicly owned.
The company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the business opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult, if not impossible,
to analyze through the application of any objective criteria. In many instances,
it is anticipated that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future
because of a variety of factors, including, but not limited to, the possible
need to expand substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise capital and the
like.
It is anticipated that the company will not be able to diversify, but
will essentially be limited to the acquisition of one business opportunity
because of the company's limited financing. This lack of diversification will
not permit the company to offset potential losses from one business opportunity
against profits from another.
The analysis of business opportunities will be undertaken by or under
the supervision of the company's officers and directors, none of who are
professional business analysts. Although there are no current plans to do so,
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or the total amount of fees that may be paid. However,
because of the limited resources of the company, it is likely that any such fee
the company agrees to pay would be paid in stock and not in cash.
Otherwise, in analyzing potential business opportunities, management
anticipates that it will consider, among other things, the following factors:
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1. Potential for growth and profitability indicated by new technology,
anticipated market expansion, or new products;
2. The company's perception of how any particular business opportunity
will be received by the investment community and by the company's shareholders;
3. Whether, following the business combination, the financial condition
of the business opportunity would be, or would have a significant prospect in
the foreseeable future of becoming, sufficient to enable the securities of the
company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15g-9 adopted by the
Securities and Exchange Commission.
4. Capital requirements and anticipated availability of required funds,
to be provided by the company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
7. Strength and diversity of existing management or management
prospects that are scheduled for recruitment;
8. The cost of participation by the company as compared to the
perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
The company is unable to predict when it may participate in a business
opportunity.
Certain Risks Associated With the Reverse Stock Split
There is no assurance that once the reverse split is effected we will
be able to consummate a business combination.
The market price per new share of common stock after the reverse stock
split (the "New Shares") may not rise or remain constant in proportion to the
reduction in the number of old shares of common stock outstanding before the
reverse stock split ("Old Shares"). Accordingly, the total market capitalization
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of common stock after the reverse stock split may be lower than the total market
capitalization before the reverse stock split. In the future, the market price
of common stock following the reverse stock split may not equal or exceed the
market price prior to the reverse stock split. In many cases, the total market
capitalization of a company following a reverse stock split is lower than the
total market capitalization before the reverse stock split.
Principal Effects of the Reverse Stock Split
Corporate Matters.
The reverse stock split will affect all shareholders who hold at least
two shares uniformly and will not affect such shareholders' percentage ownership
interests in the company. Common stock issued pursuant to the reverse stock
split will remain fully paid and non-assessable. We will continue to be subject
to the periodic reporting requirements of the Securities Exchange Act of 1934,
as amended.
Fractional Shares.
No scrip or fractional certificates will be issued in connection with
the reverse stock split. Shareholders who hold only one share will be entitled,
upon surrender of certificate(s) representing such shares, to a cash payment of
$.20 in lieu thereof.
Authorized Shares.
Upon the effectiveness of the reverse stock split, the number of
authorized shares of common stock that are not issued or outstanding would
increase due to the reduction in the number of shares of common stock issued and
outstanding based on the reverse stock split ratio. As of March 15, 2004, we had
100,000,000 shares of common stock authorized and 2,207,612 shares of common
stock outstanding. Authorized but unissued shares will be available for
issuance, and we may issue such shares in financings or otherwise. If we issue
additional shares, the ownership interest of holders of common stock may also be
diluted.
Accounting Matters.
The reverse stock split will not affect the par value of common stock.
As a result, as of the effective time of the reverse stock split, the stated
capital on our balance sheet attributable to our common stock will be reduced
proportionately based on the reverse stock split ratio 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 our
common stock will be restated because there will be fewer shares of our common
stock outstanding.
Potential Anti-Takeover Effect.
The increased proportion of unissued 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 us with
another company). The reverse stock split proposal is not being proposed in
response to any effort by a third party of which we are aware to accumulate our
shares of common stock or obtain control of us, nor is it part of a plan by
management to recommend a series of similar amendments to our Board of Directors
and shareholders.
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Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates
On the Effective Date, we will file amended Articles ("Amended
Articles") with the Secretary of State of the State of Nevada to amend our
Articles. The reverse stock split will become effective upon the filing of the
Amended Articles by the State of Nevada at, which is referred to below as the
"effective time." Beginning at the effective time, each certificate representing
Old Shares will be deemed for all corporate purposes to evidence ownership of
New Shares.
Securities Transfer Corporation located at 2591 Dallas Parkway, Suite
102, Frisco, Texas 75034, is acting as exchange agent for purposes of
implementing the exchange of stock certificates and the payment of cash proceeds
to those shareholders owning less than one share of common stock. Holders of Old
Shares are being asked to surrender certificates representing Old Shares for
either certificates representing New Shares or a cash payment in accordance with
the procedures set forth in the letter of transmittal accompanying this
Information Statement. No new certificates will be issued or cash paid to a
shareholder until such shareholder has surrendered such shareholder's
outstanding certificate(s), together with the properly completed and executed
letter of transmittal, to the exchange agent. SHAREHOLDERS SHOULD NOT DESTROY
ANY STOCK CERTIFICATE(S).
No Dissenters' Rights
Under the Nevada General Corporation Law, shareholders are not entitled
to dissenters' rights with respect to the reverse stock split, and we will not
independently provide shareholders with any such right.
Federal Income Tax Consequences of the Reverse Stock Split
The following summary of certain material federal income tax
consequences of the reverse stock split does not purport to be a complete
discussion of all of the possible federal income tax consequences of the reverse
stock split and is included for general information only. Further, it does not
address any state, local or foreign income or other tax consequences. Also, it
does not address the tax consequences to holders that are subject to special tax
rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the Old Shares were, and the New Shares will be, held as a
"capital asset," as defined in the Internal Revenue Code of 1986, as amended
(i.e., generally, property held for investment). The tax treatment of a
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 reverse stock split.
Other than the cash payments for fractional shares discussed below, no
gain or loss should be recognized by a shareholder upon such shareholder's
exchange of Old Shares for New Shares pursuant to the reverse stock split. The
aggregate tax basis of the New Shares received in the reverse stock split
(including any fraction of a New Share deemed to have been received) will be the
same as the shareholder's aggregate tax basis in the Old Shares exchanged
therefore. In general, shareholders who receive cash in exchange for their
fractional share interests in the New Shares will recognize gain or loss based
on their adjusted basis in the fractional share interests redeemed. The
shareholder's holding period for the New Shares will include the period during
which the shareholder held the Old Shares surrendered in the reverse stock
split.
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Our view regarding the tax consequences of the reverse stock split is
not binding on the Internal Revenue Service or the courts. ACCORDINGLY, 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 REVERSE STOCK SPLIT.
MARKET FOR THE COMPANY'S COMMON STOCK
Our common stock has traded on the Over the Counter Bulletin Board
since October 2001. Our common stock was traded under the symbol "BACQ" from
October 23, 2001 until June 19, 2003. On June 20, 2003, we effected a one share
for 150 shares reverse split of our common stock and changed our symbol to
"BOUL." The quoted market prices of our common stock are based on information
provided by www.finance.yahoo.com and the Nasdaq Electronic Bulletin Board, per
data listed by National Quotation Bureau, Inc. and are as follows:
Period High Low
------ ---- ---
First quarter 2002 0.01 0.01
Second quarter 2002 0.01 0.01
Third quarter 2002 0.01 0.01
Fourth quarter 2002 0.001 0.001
First quarter 2003
0.003 0.001
Second quarter 2003
0.011 0.011
Third quarter 2003
0.21 0.21
Fourth quarter 2003
0.21 0.21
First quarter 2004 (through
March 1, 2004) 0.21 0.21
ADDITIONAL AVAILABLE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with such act we file periodic
reports, documents and other information with the Securities and Exchange
Commission 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 Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 or may be accessed at www.sec.gov.
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