UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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Check the appropriate box:
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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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Definitive Information Statement
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BRAZIL MINERALS, INC.
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(Name of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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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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Form, Schedule or Registration Statement No:
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Filing Party:
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Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF BRAZIL MINERALS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Brazil Minerals, Inc.
155 North Lake Avenue, Suite 800
Pasadena, California 91101
INFORMATION STATEMENT
February 22, 2016
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Brazil Minerals, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of common stock, par value $0.001 per share (the "Common Stock"), of Brazil Minerals, Inc., a Nevada corporation (the "Company "), to notify the Stockholders that on February 11, 2016, the Company received approval from the Board of Directors of the Company (the "Board") and a written consent in lieu of a meeting (the "Written Consent") from a certain holder (the "Majority Stockholder") of Series A Preferred Stock, par value $0.001 per share ("Series A Stock"). The Majority Stockholder beneficially owns one share of Series A Stock, which has 51% of the voting power with respect to the approval by stockholders of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock from seven billion (7,000,000,000) to ten billion (10,000,000,000) (the "Authorized Increase").
On February 11, 2016, the Board approved this action and recommended to the Majority Stockholder that he approve them. On February 11, 2016, the Majority Stockholder approved the Authorized Increase by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes ("NRS"). Accordingly, your consent is not required and is not being solicited in connection with the approval of these Authorized Increase.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about February 22, 2016.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
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INTRODUCTION
Section 78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the company.
In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about February 22, 2016. This Information Statement contains a brief summary of the material aspects of the Authorized Increase approved by the Board of Brazil Minerals, Inc. (the "Company," "we," "our," or "us ") and the Majority Stockholder which holds a majority of the voting capital stock of the Company.
Voting Stock
As of February 11, 2016, there were issued and outstanding 6,438,163,390 shares of Common Stock, one share of Series A Stock, 1,047 shares of Series B Preferred Stock, par value $0.001 per share ("Series B Stock"), and 200,000 shares of Series C Preferred Stock, par value $0.001 per share ("Series C Stock"). The one share of Series A Stock entitles the holder to 51% of the total voting power on all matters. Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company is required to approve the Authorized Increase by written consent. The Majority Stockholder has voted his one share of Series A Stock in favor of the Authorized Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock and Series A Stock held and voted by the Majority Stockholder in favor of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
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Name of
Majority Stockholder
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Number of Shares of
Voting Stock
Voted by
Majority Stockholder
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Percentage of the Voting Equity
that Voted in Favor of
the Authorized Increase
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Marc Fogassa
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0 shares of Common
Stock and 1 Share of
Preferred Stock
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51%
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ACTION TO BE TAKEN
The Authorized Increase will become effective on the date that we file a Certificate of Amendment to the Company's Articles of Incorporation, as amended (the "Amendment"), with the State of Nevada. We intend to file the Amendment with the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of our Common Stock will be increased from seven billion (7,000,000,000) shares to ten billion (10,000,000,000) shares. The Board of Directors believes that the Authorized Increase is necessary and advisable primarily for the following reasons.
The primary reason for the Authorized Increase is to have additional shares of Common Stock for issuance upon conversion of securities of the Company.
A second reason for the Authorized Increase is to issue shares of Common Stock to management members of the Company in lieu of cash payments.
The Authorized Increase will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect our existing stockholders if additional shares are issued.
We are not increasing our authorized shares of Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company or for any planned merger or acquisition.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock and each series of our Preferred Stock as of February 11, 2016, of (i) each person known to us to beneficially own more than 5% of such stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of February 10, 2016, there were a total of 6,438,163,390 shares of Common Stock, one share of Series A Stock, 1,047 shares of Series B Stock and 200,000 shares of Series C Stock issued and outstanding.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of February 10, 2016, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the stockholders listed below is: c/o Brazil Minerals, Inc., 155 North Lake Avenue, Suite 800, Pasadena, California 91101. The Certificate of Designations, Preferences and Rights of our Series A Stock provides that for so long as the Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of our Common Stock and the holders of any class or series of shares entitled to vote with the Common Stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of other stock in the Company being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.
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Name and
Address (1)
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Office
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Shares
Beneficially
Owned (2)
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Percent
of
Class (3)
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Common Stock
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Marc Fogassa
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Director, Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
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541,596,349
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(4) (5)
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8.41%
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Sainte Valiere, LLC
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Ambassador Paul Durand
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Director
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2,879,190
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(6)
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*
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Ambassador Roger Noriega
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Director
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2,770,565
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(6)
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*
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All executive officers and directors as a group (3 persons)
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547,246,104
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(5) (7)
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8.45%
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Series A Stock
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Marc Fogassa
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Director
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1
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100%
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All executive officers and directors as a group (3 persons)
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1
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100%
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Series B Stock
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Michael Nazari
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(8)
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34.6% |
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Suter Family Trust
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282 |
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26.9% |
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John Helvin
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117 |
(8)
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11.2%
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Matthew Taylor
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Carl Suter
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93 |
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8.8% | ||||||
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Benjamin Khowong
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6.0% | ||||||
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Series C Stock
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Benjamin Khowong
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200,000 | 100.0% | |||||||
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* Less than 1%
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(1) Unless otherwise specified, the address of each of the officers and directors set forth below is in care of Brazil Minerals, Inc., 155 North Lake Avenue, Suite 800, Pasadena, California 91101.
(2) Beneficial ownership is determined in accordance with rules promulgated by the Commission.
(3) Based on 6,438,163,390 shares of common stock outstanding and computed in accordance with rules promulgated by the Commission.
(4) Includes 541,596,349 shares of common stock owned by Sainte Valiere, LLC, a limited liability company owned by a trust of which Mr. Fogassa is the sole beneficiary and options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(5) Includes options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(6) Includes options to purchase 200,000 shares of our common stock at $0.58 per share, options to purchase 200,000 shares of our common stock at $0.09 per share, options to purchase 141,520 shares of our common stock at $0.0959 per share, options to purchase 188,430 shares of our common stock at $0.08175 per share, options to purchase 326,820 shares of our common stock at $.05 per share and options to purchase 535,727 shares of our common stock at $.0265 per share..
(7) Includes options to purchase an aggregate of 3,184,994 shares of common stock at exercise prices ranging from $0.0265 to $1.00 per share.
(8) Includes trusts of which the person is a trustee.
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "SEC"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
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(2)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
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You may request a copy of these filings, at no cost, by writing Brazil Minerals, Inc., at 155 North Lake Avenue, Suite 800, Pasadena, California 91101, or telephoning the Company at (213) 590-2500. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement, except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 155 North Lake Avenue, Suite 800, Pasadena, California 91101, or telephoning the Company at (213) 590-2500.
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If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company's principal executive offices.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Authorized Increase, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
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/s/ Marc Fogassa
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Chief Executive Officer
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Director
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Dated: February 22, 2016
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