SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Preliminary
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Definitive
Information Statement
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MACH ONE
CORPORATION
(Name of
Registrant as Specified in Charter)
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(1)
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Title
of each class of securities to which transaction
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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
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Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
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(4)
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Proposed
maximum aggregate value of transaction:
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MACH
ONE CORPORATION
974
Silver Beach Road
Belgium,
Wisconsin 53004
(888)
400-7179
_____________________________
Notice
of Stockholder Action by Written Consent
December
28, 2009
Dear
Stockholder:
The
purpose of this Information Statement is to inform the holders of record, as of
the close of business on November 2, 2009 (the "Record Date"), of shares of
common stock, par value $0.001 per share (the "Common Stock") of Mach One
Corporation, a Nevada corporation (the "Company"), that holders of the majority
of Common Stock have taken action by written consent as of November 2, 2009, to
approve the following:
To
authorize the Company's officers and board of directors to amend the Company’s
Articles of Incorporation in the state of Nevada to increase the authorized
Common Stock of the Corporation from Two Hundred and Thirty-Nine Million, Five
Hundred Thousand (239,500,000) shares to Five Hundred Million (500,000,000)
shares of Common Stock, par value $0.001.
Nevada
corporation law and the Company's bylaws permit holders of a majority of the
voting power to take a stockholder action by written consent. Accordingly, the
Company will not hold a meeting of its stockholders to consider or vote upon the
increase of authorized shares.
We
encourage you to read the attached Information Statement carefully, including
the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described herein
by the holders of a majority of the voting power of the Company will be deemed
ratified and effective at a date that is at least twenty (20) days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or
furnished to stockholders on or about December 28, 2009.
THIS IS
NOT A NOTICE OF A MEETING OF STOCKHOLDERS, AND NO STOCKHOLDERS' MEETING WILL BE
HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This
Information Statement is being furnished to you solely for the purpose of
informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
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Sincerely,
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MACH
ONE CORPORATION
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/s/
Tad M. Ballantyne
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Interim
Chief Executive Officer
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WE
ARE NOT ASKING FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY
MACH
ONE CORPORATION
974
Silver Beach Road
Belgium,
Wisconsin 53004
(888)
400-7179
Information
Concerning Actions by Written Consent
Date
and Purpose of Written Consent
On
November 2, 2009, stockholders holding 102,505,307 shares, which constitutes a
majority of the voting power of our Company, took action by written consent for
the purpose of approving an amendment to the Articles of Incorporation of the
Company to increase the authorized capital of the Company from Two Hundred and
Thirty-Nine Million, Five Hundred Thousand (239,500,000) shares to Five Hundred
Million (500,000,000) shares of Common Stock, par value $0.001 (the
“Amendment”).
Stockholders
Entitled to Notice
As of
November 2, 2009 there were 172,021,946 shares of our Common Stock issued and
outstanding. Holders of our Common Stock are entitled to one vote per share.
Stockholders of record at the close of business on November 2, 2009, will be
entitled to receive this Notice and Information Statement.
Proxies
No
proxies are being solicited.
Consents
Required
The
approval and adoption of the Amendment requires the consent of the holders of a
majority of the shares of issued and outstanding Common Stock.
On
November 2, 2009, stockholders holding 102,505,307 shares, or approximately
59.6% of our issued and outstanding Common Stock, delivered a written consent to
us adopting the proposal set forth herein. For a detailed breakdown of the
beneficial ownership of our Common Stock, please see Common Stock Ownership of
Certain Beneficial Owners and Management below.
Information
Statement Costs
The cost
of delivering this information statement, including the preparation, assembly
and mailing of the information statement, as well as the cost of forwarding this
material to the beneficial owners of our capital stock will be borne by us. We
may reimburse others for expenses in forwarding information statement materials
to the beneficial owners of our capital stock.
Common
Stock Ownership of Certain Beneficial Owners and Management
The
following table sets forth information as of November 2, 2009, regarding the
beneficial ownership of the Company’s Common Stock of (i) each person known to
the Company to be the beneficial owner, within the meaning of Section 13(d) of
the Exchange Act, of more than 5% of the outstanding shares of Common Stock,
(ii) each Director of the Company, (iii) each executive officer of the Company
and (iv) all executive officers and Directors of the Company as a
group. Each of the beneficial owners named below has sole
voting and investment power with respect to the shares listed. On
such date, there were 172,021,946 shares of the Company’s Common Stock issued
and outstanding.
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Name
and Address
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Title
of Class
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Shares
Beneficially Owned
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%
of Shares Outstanding
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Monte
B. Tobin, Director
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Common
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11,000,000
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6.39
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%
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6430
Congress Dr., West Bend, WI 53095
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Dr.
Peter C. Nash, Chief Science Officer
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Common
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500,000
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0.29
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%
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18811
Maple Leaf Dr., Eden Prairie, MN 55346
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Patrick
G. Sheridan, Chief Financial Officer and Secretary
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Common
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500,000
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0.29
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%
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4555
Harriet Ave., Minneapolis, MN
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Steven
M. Grubner, Acting President and Chief Operating Officer
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Common
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2,200,000
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1.28
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%
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728
S. Prairie Ave., Barrington, IL 60010
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Mark
A. Thomas, Director
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Common
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9,100,000
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(2)
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5.29
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%
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13277
Teller Lake Way, Broomfield, CO 80020
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Tad
M. Ballantyne, Acting Chief Executive Officer
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Common
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9,377,600
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(3)
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5.45
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%
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5118
Hunt Club Dr., Racine, WI 53402
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Kevin
G. Sallstrom, Director
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Common
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2,750,000
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1.60
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%
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Box
AA Winthrop, MN 55396
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Brittin
Eustis, Director
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Common
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4,800,000
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(4)
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2.79
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%
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1295
Bandana Blvd. N., Ste. 240, St. Paul, MN 55108
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AAR
Accounts Family Limited Partnership (5)
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Common
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13,716,307
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7.97
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%
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17
Beverly Rd., Little Neck, NY 11363
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Thomas
Plant
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Common
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14,300,000
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(1)
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8.31
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%
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1307
Saintsbury, Las Vegas, NV
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Terralina
Party Ltd. (6)
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Common
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9,761,400
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5.68
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%
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PO
Box 35, Cressy Tasmania 7302
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Officers
and Directors (8 persons)
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40,227,600
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23.39
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%
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_____________________________________________________
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(1)
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Includes
3,000,000 shares owned by The Corporation for Advanced
Applications of which Mr. Plant maintains beneficial
ownership.
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(2)
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Includes
3.250,000 shares in the name of the Thomas Family Trust of which Mr.
Thomas is the beneficial owner.
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(3)
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Includes
8,440,000 shares held by Mackay Limited Partnership over which Mr.
Ballantyne exercises control. Mr. Ballantyne is the majority owner of
Thomsen Group, LLC which owns 500,000 shares of the Company’s Class B
Preferred Stock. Each share of Class B Preferred Stock is convertible at
any time into two shares of Common
Stock.
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(4)
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M
r. Eustis is also the owner of 4,800,000 shares of the Company’s Class C
Preferred Stock. Each share of Class C Preferred Stock is convertible at
any time into one share of Common
Stock.
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(5)
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Andrew
A. Roth is General Partner of AAR Family Limited
Partnership.
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(6)
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Philip
Simpson is the General Partner of Terralina Party,
Lrd.
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SHAREHOLDERS’
ACTION
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
General
Information
As of the
Record Date, we are authorized, pursuant to our Articles of Incorporation, to
issue up to Two Hundred and Thirty-Nine Million, Five Hundred Thousand
(239,500,000) shares of our Common Stock. We propose to increase our
authorized shares from Two Hundred and Thirty-Nine Million, Five Hundred
Thousand (239,500,000) shares to Five Hundred Million (500,000,000) shares of
Common Stock, par value $0.001.
The
holders of shares representing a majority of the Company's outstanding voting
stock have given their written consent to increase the number of authorized
shares. Under Nevada corporation law and the Company's bylaws, the
consent of the holders of a majority of the voting power is effective as
stockholders' approval. We will file an Amendment to the Articles of
Incorporation of the Company (the "Amendment") in order to increase the number
of authorized shares, provided, however, that in accordance with the
requirements of the Exchange Act and Regulation 14C promulgated thereunder, the
increase in the number of authorized shares will not be filed with the Secretary
of State of Nevada or become effective until at least twenty (20) calendar days
after the mailing of this Information Statement.
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.
The
primary purpose of this Amendment 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. Such corporate purposes might include
acquiring other businesses in exchange for shares of the Company's Common Stock;
facilitating broader ownership of the Company's stock by effecting stock splits
or issuing a stock dividend; flexibility for possible future financings; and
attracting and retaining valuable employees and directors through the issuance
of additional stock options or awards. The Board of Directors
believes that these additional shares will provide the Company with needed
flexibility to issue shares in the future without potential expense and delay
incident to obtaining stockholder approval for a particular issuance in the
future.
As of
November 2, 2009, the Company had 172,021, 946 shares issued and outstanding and
approximately 35,802,506 reserved for conversion of outstanding Convertible
Notes, Convertible Class B and Class C Preferred Stock and Warrants leaving
approximately 31,675,548 authorized, unissued and unreserved shares of Common
Stock available for future issuance. If this proposal was not
adopted, the Company may not have sufficient additional shares of Common Stock
available for future employee retention, financings, acquisition or other
corporate purposes. Although we are in negotiations with a potential
acquisition candidate and for private financing, at the present time there have
been no definitive agreements executed for any public or private financing or
issuance of shares in an acquisition. The Board of Directors has
determined that it is desirable for the Company to increase the number of shares
of authorized Common Stock in order to meet needs that may arise from time to
time in the future.
Amendment
The Third
Article of the Company’s Article of Incorporation will be amended to read as
follows:
"The
total authorized shares shall be 510,500,000 shares consisting of the
following:
(i) 500,000,000
shares of Common Stock at the par value of $0.001;
(ii) 1,000,000
shares of Series A Preferred Stock par value $0.05;
(iii)
500,000 shares of Series B Preferred Stock par value $0.05;
(iv)
8,000,000 shares of Series C Preferred Stock par value $0.05, and
(v) 1,000,000
shares of Preferred stock par value $0.05 of which the rights, preferences,
series and designations shall be determined by the Board of
Directors.”
A copy of
the Certificate of Amendment to the Articles of Incorporation is attached as
Exhibit A.
Shares of
authorized and unissued Common Stock could be issued in one or more transactions
that could make it more difficult, and therefore less likely, for a takeover of
the Company. Although the Board of Directors does not have the present intention
to use the additional authorized shares as an anti-takeover device, the issuance
of additional Common Stock could have the effect of diluting the stock ownership
of persons seeking control of the Company and the possibility of such dilution
could have a deterrent effect on persons seeking to acquire
control. For example, shares of Common Stock can be privately placed
with purchasers who support a board of directors in opposing a tender offer or
other hostile takeover bid, or can be issued to dilute the stock ownership and
voting power of a third party seeking a merger or other extraordinary corporate
transaction. Accordingly, the power to issue additional shares of
Common Stock could enable the Board of Directors to make it more difficult to
replace incumbent directors and to accomplish business combinations opposed by
the incumbent Board of Directors.
Principal
Effects on Outstanding Common Stock
The
proposal to increase the authorized capital 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. The amendment to the Articles of Incorporation will be
effective upon filing with the Secretary of State for Nevada.
No
Dissenter's Rights
Under
Nevada Law, our dissenting shareholders are not entitled to appraisal rights
with respect to our amendment, and we will not independently provide our
shareholders with any such right.
Conclusion
As a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the Amendment. Your consent
to the Amendment is not required and is not being solicited in connection with
this action. This Information Statement is intended to provide our
stockholders information required by the rules and regulations of the Securities
Exchange Act of 1934.
WE ARE
NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES
ONLY.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We file
annual and special reports and other information with the SEC. Certain of our
SEC filings are available over the Internet at the SEC’s web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities:
Public
Reference Room Office
100 F
Street, N.E.
Room
1580
Washington,
D.C. 20549
You may
also obtain copies of the documents at prescribed rates by writing to the Public
Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Callers in the United States can also call 1-202-551-8090 for further
information on the operations of the public reference facilities.
Neither
the Securities and Exchange Commission nor any state regulatory authority has
approved or disapproved these transactions, passed upon the merits or fairness
of the transactions, or determined if this information statement is accurate or
complete. Any representation to the contrary is a criminal offense.
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MACH
ONE CORPORATION
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By
Order of the Board of Directors
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Dated:
December 28, 2009
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By:
/s/ Tad M. Ballantyne
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Tad
M. Ballantyne, Acting President and Chief Executive
Officer
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