MILLENNIUM
PRIME, INC.
6538
COLLINS AVENUE, SUITE 262
MIAMI
BEACH, FLORIDA 33141
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
__________________
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
__________________
To the
Stockholders of MILLENNIUM PRIME, INC.:
NOTICE IS HEREBY GIVEN that certain
stockholders of Millennium Prime, Inc., a Delaware corporation (“Millennium” or
the “Company”) have consented to taking of corporate actions by consent in lieu
of a meeting of stockholders. The corporate actions will be effective
20 days after the mailing of this information statement to:
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1.
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Amend
our Certificate of Incorporation to increase the number of shares of
Common Stock the Company is authorized to issue to
1,000,000,000.
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Only stockholders of record at the
close of business on April 20, 2010 are entitled to notice of these corporate
actions. Holders of 88.6% of our Common Stock gave their written
consent to the above corporate actions. This written consent was
obtained pursuant to Section 228(a) of the Delaware General Corporation Law, as
amended.
For further information regarding the
matters as to which stockholder consent was given, I urge you to carefully read
the accompanying Information Statement. If you have questions about these
proposals or would like additional copies of the Information Statement, you
should contact John F. Marchese, Chief Executive Officer, Millennium Prime,
Inc., 6538 Collins Avenue, Suite 262, Miami Beach, Florida 33141, telephone
number (786) 347-9309
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By
order of the Board of Directors
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John
F. Marchese
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President
and Chief Executive Officer
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Miami
Beach, Florida
May 11,
2010
MILLENNIUM
PRIME, INC.
6538
COLLINS AVENUE, SUITE 262
MIAMI
BEACH, FLORIDA 33141
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934
This Information Statement (the
“Information Statement”) is being mailed on or about May 25, 2010 to the holders
of record at the close of business on April 20, 2010, of the Common Stock of
Millennium Prime, Inc., a Delaware corporation (“Millennium” or the “Company”),
in connection with action by written consent in lieu of an annual meeting to
authorize and approve:
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1.
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An
amendment to our Certificate of Incorporation increasing the number of
authorized shares of our Common Stock, to 1,000,000,000
shares.
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Members
of the Board of Directors and stockholders owning or having voting authority for
187,000,000 shares of outstanding Common Stock have voted in favor of the above
actions (the “Consenting Stockholders”). These stockholdings
represent approximately 88.6% of the total outstanding common stock of
Millennium sufficient to take the proposed action on the record date of April
20, 2010. Pursuant to Reg.§240.14c-2(b), these actions will not be
effective until 20 days after this Information Statement is mailed to
stockholders. Dissenting stockholders do not have any statutory
appraisal rights as a result of the action taken. The Board of
Directors does not intend to solicit any proxies or consents from any other
stockholders in connection with this action.
Section 141(f) of the Delaware General
Corporation Law (the “
Delaware Law”
) provides that any ac
tion which may be taken at any annual or
special meeting of stockholders may be taken without a meeting and without prior
notice if a consent in writing setting forth the action taken is signed by the
holders of outstanding stock having not less than the
m
inimum number of votes that would be
necessary to take such action. In order to eliminate the costs and
management time involved in obtaining proxies and in order to effect the above
actions as early as possible in order to accomplish the purposes
hereaf
t
er described, the Board of Directors
voted to utilize, and did in fact obtain, the written consent of the Consenting
Stockholders who own shares representing a majority of our common
stock.
Pursuant to Section 228(c) of the
Delaware Law, we are required t
o provide prompt notice of the taking of
the corporate action without a meeting to the stockholders of record who have
not consented in writing to such action. This Information Statement is intended
to provide such notice. No dissenters
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or appraisal righ
t
s under the Delaware Law are afforded to
the Company
’
s stockholders as a result of the
approval of the proposals.
This Information Statement is being
distributed pursuant to the requirements of Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
The
entire cost of furnishing this Information Statement will be borne by
Millennium. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection
therewith.
WHAT
VOTE WAS REQUIRED TO APPROVE EACH ITEM?
For the approval of the proposed
corporate actions, the affirmative vote of a majority of the shares of common
stock outstanding and entitled to vote at the record date, or 105,463,143
shares, was required for approval.
CONSENTING
SHAREHOLDERS
On April 21, 2010, our board of
directors unanimously adopted resolutions declaring the advisability of, and
recommended that shareholders approve the amendment to the Company’s Certificate
of Incorporation to increase the number of shares the Company is authorized to
issue. In connection with the adoption of these resolutions, the
board elected to seek the written consent of the holders of a majority of our
outstanding shares in order to reduce the costs and implement the proposals in a
timely manner.
On April 21, 2010, the following
consenting shareholders, who collectively own 88.6% of our common stock,
consented in writing to the proposed Amendment:
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Name
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No. of Shares
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Percentage
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John
F. Marchese
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90,000,000
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42.6%
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JPA
Capital, LLC
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97,000,000
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46.0%
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Total
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187,000,000
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88.6%
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Under Delaware law, we are required to
give all shareholders written notice of any actions that are taken by writtten
consent without a shreholder meeting. Under Section 14(c) of the
Exchange Act, the transactions cannot become effective until 20 days after the
mailing date of this Information Statement to our shareholders.
We are not seeking written consent from
any of our shareholders and our other shareholders will not be given an
opportunity to vote with respect to the transactions. All necessary
corporate approvals have been obtained, and this Information Statement is
furnished solely for the purposes of:
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Advising
shareholders of the action taken by written consent, as required by
Delaware law; and
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Giving
shareholders advance notice of the actions taken, as required by the
Exchange Act.
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Shareholders who were not afforded an
opportunity to consent or otherwise vote with respect to the actions taken have
no right under Delaware law to dissent or require a vote of all our
shareholders.
Stock
Ownership Table
This table shows the number and
percentage of Millennium common stock owned of record and beneficially as of
April 20, 2010 by each of our directors and executive officers. The
table also shows the name, address and number and percentage of shares owned by
persons owning five percent of any class.
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Name and
Address
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Number of
Shares
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Percentage
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John
F. Marchese 62.95%
6538
Collins Ave., Suite 262
Miami
Beach, Florida 33141
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122,666,760(1)
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50.4%
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JPA
Capital, LLC
40
Wall Street 28
th
Floor
New
York, NY 10005
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129,666,760(2)
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53.2%
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All
Executive Officers and
Directors
as a group (1
persons)
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122,666,760(1)
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50.4%
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(1)
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Includes
the voting beneficial ownership of 32,666,760 shares of Common Stock of
the Company created by the voting power of his 500,000 shares of Series A
Preferred Stock of the Company. Each share of Series A Preferred Stock
entitles the holder to the equivalent of 65.34 voting shares of Common
Stock.
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(2)
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Includes
the voting beneficial ownership of 32,666,760 shares of Common Stock of
the Company created by the voting power of his 500,000 shares of Series A
Preferred Stock of the Company. Each share of Series A Preferred Stock
entitles the holder to the equivalent of 65.34 voting shares of Common
Stock. John Antonucci is the sole officer and director of JPA Capital,
LLC
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APPROVAL
OF AMENDMENT OF THE COMPANY’S
CERTIFICATE
OF INCORPORATION
At
present, the Company is authorized to issue 250,000,000 shares of Common Stock,
and 10,000,000 shares of Preferred Stock. The Company’s Board of
Directors approved an amendment to the Company’s Certificate of Incorporation to
increase the number of shares of Common Stock the Company is authorized to
1,000,000,000. A copy of the Amendment to the Certificate of
Incorporation substantially in the form it will be filed with the Secretary of
the State of Delaware is attached hereto as Appendix A.
Change
in Authorized Capital Stock
The Board
of Directors has approved an amendment to the Company’s Certificate of
Incorporation which would change the number of authorized shares of Common
Stock. The number of authorized common shares would be increased to
1,000,000,000 shares.
Discussion of the
Amendment
Under the
Company’s Certificate of Incorporation, the Board of Directors of the Company
has authority to issue authorized and unissued shares of Common and Preferred
Stock without obtaining approval from the holders of the Common Stock. The
holders of the Company’s Common Stock and Preferred Stock do not have preemptive
rights. The Preferred Stock provisions give the Board of Directors broad
authority to issue shares of Preferred Stock in one or more series and to
determine such matters as the dividend rate and preference, voting rights,
conversion privileges, redemption provisions, liquidation preferences and other
rights of each series. Each share of Common Stock is entitled to one vote. The
holders of any series of preferred stock issued in the future will be entitled
to such voting rights as may be specified by the Board of
Directors.
It is not
possible to determine the actual effect of the Preferred Stock on the rights of
the holders of Common Stock until the Board of Directors determines the rights
of the holders of a series of the Preferred Stock. However, such
effect might include (i) restrictions on the payment of dividends to the holders
of the Common Stock; (ii) dilution of voting power to the extent that the holder
of the Preferred Stock are given voting rights; (iii) dilution of the equity
interests and voting powers if the Preferred Stock is convertible into Common
Stock; and (iv) restrictions upon any distribution of assets to the holders of
the Common Stock upon liquidation or dissolution and until the satisfaction of
any liquidation preference granted to the holders of Preferred
Stock. Because of the broad powers granted to the Board of Directors
to issue shares of Preferred Stock and determine the rights, preferences and
privileges of the holders of such series, the Board of Directors has the power
to issue shares of Preferred Stock in a manner which could be used as a
defensive measure against a hostile takeover or to keep the Board of Directors
in power. However, the Board of Directors has no present plans to issue shares
for such purpose.
Purpose
It is important we preserve our
flexibility to issue additional shares of Common Stock. The Board believes that
the authorization of additional authorized shares of Common Stock is advisable
to provide us with the flexibility to take advantage of opportunities to issue
such stock in order to obtain capital, as consideration for possible
acquisitions or for other purposes including, without limitation, the issuance
of additional shares of Common Stock through stock splits and stock dividends in
appropriate circumstances. There are, at present, no plans, understandings,
agreements or arrangements concerning the issuance of additional shares of
Common Stock, except for the shares to be issued pursuant to existing agreements
or upon the exercise of stock options, warrants or other convertible securities,
currently outstanding.
Effects
of An Increase in Authorized Shares
Uncommitted authorized but unissued
shares of Common Stock may be issued from time to time to such persons and for
such consideration as the Board may determine. Holders of the then outstanding
shares of Common Stock may or may not be given the opportunity to vote thereon,
depending upon the nature of any such transactions, applicable law, the rules
and policies of the Over the Counter Bulletin Board (“OTCBB”) or other market
which we qualify Common Stock for trading, as the case may be, and the judgment
of the Board regarding the submission of such issuance to a vote of our
stockholders. Our stockholders have no preemptive rights to subscribe to newly
issued shares.
Moreover, it is possible that
additional shares of Common Stock would be issued under circumstances which
would make the acquisition of a controlling interest in us more difficult,
time-consuming, costly or otherwise discourage an attempt to acquire control of
us. Under such circumstances the availability of authorized and unissued shares
of Common Stock may make it more difficult for stockholders to obtain a premium
for their shares. Such authorized and unissued shares could be used to create
voting or other impediments or to frustrate a person seeking to obtain control
of us by means of a merger, tender offer, proxy contest or other means. Such
shares could be privately placed with purchasers who might cooperate with the
board in opposing such an attempt by a third party to gain control of us or
could also be used to dilute ownership of a person or entity seeking to obtain
control of us. Although we do not currently contemplate taking such action,
shares of Common Stock could be issued for the purposes and effects described
above and the Board reserves its rights to issue such stock for such
purposes.
The authorization of additional shares
of Common Stock pursuant to this proposal will have no dilutive effect upon the
proportionate voting power of our present stockholders. However, to the extent
that shares are subsequently issued to persons other than our present
stockholders, such issuance could have a dilutive effect on the earnings per
share and voting power of present stockholders. If such dilutive effect on
earnings per share occurs, we expect that any such dilutive effect would be
relatively short in duration. As described above, we believe that the
proposed increase in the number of authorized shares of Common Stock will
provide the flexibility needed to meet corporate objectives and is in the best
interest of our stockholders.
FORWARD
LOOKING STATEMENTS
This Information Statement and other
reports that we file with the SEC contain forward-looking statements about our
business containing the words “believes,” “anticipates,”
“expects” and words of similar import. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results or performance to be materially
different from the results or performance anticipated or implied by such
forward-looking statements. Given these uncertainties, shareholders
are cautioned not to place undue reliance on forward-looking
statements. Except as specified in SEC regulations, we have no duty
to publicly release information that updates the forward-looking statements
contained in this Information Statement. An investment in our Company
involves numerous risks and uncertainties, including those described
elsewhere in this Information Statement. Additional risks will be
disclosed from time-to-time in our future SEC filings.
ADDITIONAL
INFORMATION
This Information Statement should be
read in conjunction with certain reports that we previously filed with
the Securities and Exchange Commission (the “SEC”),
including our:
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Annual
Report for the year ended September 30, 2009 (the “Form
10-KSB”);
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Quarterly
Report for the period ended December 31, 2009 (the “Form
10-QSB”)
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Copies of these reports are not
included in this Information Statement but may be obtained from the SEC’s web
site at “www.sec.gov.” We will mail copies of our prior SEC reports to any
shareholder upon written request.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/ John
F. Marchese
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John
F. Marchese, President
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Miami
Beach, Florida
May 11,
2010
Appendix
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
MILLENNIUM PRIME,
INC
.
Pursuant
to Delaware § 242
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First:
That at a
meeting of the Board of Directors of Millennium Prime, Inc. resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
soliciting written consents of the stockholders of said corporation for
consideration thereof.
The
resolutions setting forth the proposed amendment is as follows:
Resolved,
that the Certificate
of Incorporation of this corporation be amended by changing the Article thereof
numbered “Fourth” so that, as amended, said Article shall be and read as
follows:
“FOURTH: The
total number of shares of stock which the Corporation shall have the authority
to issue is 1,010,000,000 shares of which 1,000,000,000 shall be shares of
Common Stock, par value $.0001 per share, and 10,000,000 shall be shares of
Preferred Stock, par value $1.00 per share.
The
Corporation may issue one or more series of the Preferred Stock, each of which
series may have such voting powers, full or limited, or no voting powers, such
other powers, and such designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereon, if any, as shall be stated and expressed in a resolution
providing for the issuance of such series adopted by the Board of
Directors. The authority of the Board of Directors with respect to
each series of the Preferred Stock shall include but not be limited to,
determination of the following:
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A.
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The
number of shares of Preferred Stock of any series issued and the
distinctive designation of the shares of such series of stock, if
any;
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B.
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The
dividend rate on the shares of any series of Preferred Stock, whether
dividends shall be cumulative, and if so, from which date or dates, and
whether they shall be payable in preference to, or in another relation to,
the dividends payable on any other shares of
stock.
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C.
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Whether
any series of shares of Preferred Stock shall have conversion or exchange
privileges, and if so, the terms and conditions of such conversion or
exchange, including provision for adjustment of the conversion or exchange
rate in such events as the Board of Directors shall
determine;
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D.
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Whether
or not any series of shares of Preferred Stock shall be redeemable, and if
so, the terms and conditions of such redemption, including the manner of
selecting shares of Preferred Stock for redemption if less than all shares
of a series are to be redeemed, the date or dates upon or after which they
shall be redeemable, and the amount per share of stock payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates.
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E.
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Whether
any series of shares of Preferred Stock shall be entitled to the benefit
of a sinking fund to be applied to the purchase or redemption of the
shares of stock, and if so, the terms and amounts of such sinking
funds.
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F.
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The
rights of any series of shares of Preferred Stock to the benefit of
conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any additional shares of
stock (including additional shares of stock of such series or of any other
series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by the
Corporation or any subsidiary of, any outstanding shares of stock of the
Corporation.
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G.
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The
rights of any series of shares of Preferred Stock in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and whether such rights shall be in preference to, or in
another relation to, the comparable rights of any other class or classes
or series of shares of stock; and
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Any other relative, participating,
optional or other special rights, qualifications, limitations or restrictions of
any series of shares of Preferred Stock.”
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Second:
That thereafter,
pursuant to resolution of its Board of Directors, signed written consents were
received in accordance with Section 228 of the General Corporation Law of the
State of Delaware representing the necessary number of shares as required by
statute were voted in favor of the amendment.
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Third:
That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
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Fourth:
The
effective date of said amendment shall be May 30, 2010.
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MILLENNIUM
PRIME, INC.
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By:
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/s/ John
F. Marchese
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John
F. Marchese, President
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