SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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5(d)(2))
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ANTICLINE URANIUM, INC.
(Name of Registrant as Specified in its Charter)
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
ANTICLINE URANIUM, INC.
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Anticline Uranium, Inc., a Nevada corporation [the "Company," "Anticline,"
"we", "our" or "us" or words or similar import]), regarding two amendments to
our Articles of Incorporation.
These amendments were unanimously adopted by our Board of
Directors, and the sole majority stockholder of our Company, LipidViro Tech,
Inc., a Utah corporation (the "Majority Stockholder"), in accordance with the
Nevada Revised Statutes (the "Nevada Law"). The Majority Stockholder owns
5,000,000 shares or approximately 96% of our outstanding voting securities.
No other votes were required or necessary to adopt these amendments, and none
are being solicited hereunder. See the captions "Voting Securities and
Principal Holders Thereof" and "Amendments to the Articles of Incorporation
and Vote Required for Approval," herein.
The amendments to our Articles of Incorporation are as follows.
Increase in authorized shares.
------------------------------
Our Board of Directors and majority stockholder have voted to amend
Article Three of our Articles of Incorporation to say:
Article Three - - Authorized Shares
The number of shares that the Corporation is authorized to issue is
one hundred and fifty million (150,000,000) shares, having a par value of one
mill or one-tenth cent ($0.001) per share, and the Corporation is authorized
to issue, and/or grant options and/or warrants to purchase, or otherwise
acquire, shares of the common stock of the Corporation, upon such terms and
for such consideration as the Board of Directors of the Corporation shall
determine. All shares of stock of this Corporation shall be of the same
class, namely, common capital shares, and shall have the same rights and
preferences. Fully paid shares of stock of this Corporation shall not be
subject to any further call or assessment. The Corporation shall have the
right to purchase, take or otherwise acquire its own shares to the full extent
permitted under Nevada law.
The new Article Three increases the authorized capital of our
Company from $50,000 divided into 50,000,000 shares of $0.001 par value common
stock to $150,000 divided into 150,000,000 shares of $0.001 par value common
stock. No other changes were made in this Article Three.
The Board of Directors believes that this amendment will provide
us with greater flexibility by increasing our authorized capital to allow us
to issue up to an additional 100,000,000 shares, though there are no current
plans of our Company that would result in the issuance of the additional
authorized shares.
Authorization to Change Name.
-----------------------------
Our Board of Directors and majority stockholder have also voted to
add the following new Article Eighteen to our Articles of Incorporation:
Article Eighteen - - Board of Director Authorization to Change Corporate
Name
The Board of Directors shall have the right to change the name of
the Corporation without shareholder approval to a name that reflects the
industry or business in which the Corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the Corporation that the Board of Directors, in
its sole discretion, deems appropriate.
In the future, the Company's Board of Directors intends for the
Company to succeed to the business operations of its 96% stockholder,
LipidViroTech, Inc. (the "Parent"), through a merger or acquisition. Upon the
completion of such a transaction, the Company would change its name to
"LipidViro Tech, Inc." or some other name that would more accurately reflect
its new business operations. We believe that the amendment will also save
time, cost and expense, in the future, if this discretion is exercised.
The Company does not have any immediate intention to engage in any such
transaction. The operations of the Parent have been disclosed in a Current
Report on Form 8-K, which the Company filed on June 27, 2003.
APPROXIMATE DATE OF MAILING: July 23, 2003.
These amendments will become effective on the opening of business on
August 13, 2003, or a date that is at least 21 days from the mailing of this
Information Statement to our stockholders.
These amendments are the only matters covered by this Information
Statement.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to our Articles of Incorporation which
is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding these amendments to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on June 27, 2003, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendment to our Articles of Incorporation, was 5,213,112.
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
The following table sets forth certain information as of June 27,
2003, regarding current beneficial ownership of the shares of our common stock
by (i) each person known by us to own more than 5% of the outstanding shares
of our common stock, (ii) each of our executive officers and directors, and
(iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based on
5,213,112 outstanding shares of common stock.
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned*
---------------- ---- -----------------------------
Kenneth P. Hamik* President, CEO 5,000,000 - 96%
1506 California St. and Director
Berkeley, CA 94703
Kristy Hamik* COO and Director 5,000,000 - 96%
2120 South 700 East, #H183
Salt Lake City, Utah 84106
LipidViro Tech, Inc.* Stockholder 5,000,000 - 96%
2120 South 700 East, #H183
Salt Lake City, Utah 84106
All executive officers and directors 5,000,000 - 96%
of the Company as a group (2 persons)*
* Kenneth P. Hamik and Kristy Hamik, cousins, are directors and
executive officers and minor stockholders of LipidViro, who were
designated to serve as directors and executive officers of the
Registrant on June 25, 2003, accordingly, they may be deemed to be
the beneficial owners of the outstanding shares of common stock of
the Registrant that are owned by LipidViro as indicated in the
foregoing table. See the heading "Contractual Arrangements
Regarding Changes in Control" of the caption "Voting Securities
and Principal Holders Thereof," below.
Contractual Arrangements Regarding Changes in Control.
------------------------------------------------------
On June 24, 2003, a Share Purchase Agreement (the "Agreement") was
executed by and between North Beck Joint Venture, LLC, a Utah limited
liability company ("North Beck"), and the owner of approximately 96% of the
outstanding voting securities of the Registrant, as "Seller," and LipidViro
Tech, Inc., a Utah corporation ("LipidViro"), as "Buyer."
By virtue of (i) the percentage of the Registrant acquired under the
Agreement by LipidViro; and (ii) the subsequent resolution of the Board of
Directors of the Registrant that provided for the election of the current
directors and executive officers of LipidViro to the Board of Directors of the
Registrant and the resignation of the current directors and executive officers
of the Registrant, this Agreement is deemed to have involved a "change of
control" of the Registrant.
The source of the consideration used by LipidViro to acquire its
interest in the Registrant was cash from working capital.
The primary basis of the "control" by LipidViro is stock ownership
and/or management positions.
Prior to the completion of the Agreement, there were 5,213,112
outstanding shares of the Registrant's common stock, and an additional 500,000
shares that had been authorized to be issued to John Michael Coombs, Esq. and
Terry S. Pantelakis, who served as directors and executive officers of the
Company at the time of the closing of the Agreement. Following the closing of
the Agreement and the cancellation of the 500,000 authorized to be issued but
not outstanding shares of Messrs. Coombs and Pantelakis, there were 5,213,112
outstanding shares of the Registrant's common stock.
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers.
---------------------------------
The following delineates certain information concerning our newly
designated directors and executive officers:
Positions
Positions with with
Name Age the Company LipidViro
---- --- ----------- ----------
Kenneth P. Hamik 45 President, CEO President, CEO
and Director and Director
Kristy Hamik 35 COO and Director COO and Director
Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
The following is a summary of the business experience of each of our
current directors and executive officers:
Kenneth P. Hamik has over 20 years of management and consulting
experience across a wide range of markets: healthcare, media/entertainment,
consumer products, Internet, education, financial services,
telecommunications, energy, electronics/computers, air travel and auto
manufacturing. He was featured in the January 2000 cover article of Consumer
Reports on future product trends, in an MSN article on future career paths,
and recently headed a team to manage Charles Schwab electronic relationship
management strategies. Before joining LipidViro, he served as Vice
President of Marketing & Strategy at Triple Aught, Inc., a Berkeley,
California based energy technology & engineering start-up company. Ken
completed his Masters of Science work at the University of Houston's Studies
of the Future program. He also has a B.S. Degree from the University of
Nebraska.
Over the past five years, Kristy Hamik has had substantial
leadership and professional experience. She is the founder and CEO of
WebEducation Network. She designed education networks for global groups,
facilitated training seminars, acted as editor and project manager of
published articles and books. Over the past three years, Ms. Hamik also served
as education director at American Bible Society overseeing all educational
programs and content for both web and print projects. Ms.Hamik received a
Bachelor of Arts Degree from the University of California at Berkeley,
California, in 1992; a Masters of Education from Mills College, Oakland,
California, in 1994; and completed a Doctorate of Philosophy of Education from
Columbia University in 1999.
Family Relationships.
---------------------
Kenneth P. Hamik and Kristy Hamik are cousins.
Pending Legal Proceedings.
--------------------------
To the knowledge of our management, no director or executive
officer is party to any action in which any has an interest adverse to us.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as indicated at the end of this heading, and to the knowledge
of our management and during the past 10 years, no present or former director,
person nominated to become a director, executive officer, promoter or control
person of our Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Kenneth P. Hamik filed for personal bankruptcy under Chapter 13 of
the Bankruptcy Code in California in February, 2002, which was discharged in
February 2003, with all creditors being paid in full.
Executive Compensation.
-----------------------
None of our present directors and executive officers have received
any cash or other remuneration for services rendered to us; and no
compensatory arrangements have yet been set for service in these capacities.
Previous director and executive compensation amounted to granting an aggregate
of 500,000 shares of common stock of our Company to Messrs. Coombs and
Pantelakis, which shares were cancelled to our treasury in connection with the
closing of the change of control transaction outlined under the heading
"Contractual Arrangements Regarding Changes in Control" of the caption "Voting
Securities and Principal Holders Thereof," above. These 500,000 shares had
been authorized to be issued, but were not outstanding on the date of their
cancellation.
We do not have any stock option, bonus, profit sharing, pension or
similar plan; however, we may adopt such a plan in the future to attract
and/or retain members of management or key employees.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
All reports required to be filed pursuant to Section 16(a) of the
Exchange Act have been timely filed.
Audit, Nominating and Compensation Committees.
---------------------------------------------
The Company has no audit, nominating or compensation committees.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Nevada Law.
-----------
Section 390 of the Nevada Law provides that every amendment to the
Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 315 and 320, respectively, provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors and the Majority Stockholder named under the caption
"Voting Securities and Principal Holders Thereof." The Majority Stockholder
owns approximately 96% of our outstanding voting securities. No other votes
or consents are required or necessary to effect the amendments.
Effective Date of Amendment.
----------------------------
The effective date of the amendment to increase our authorized
capital will be on the opening of business on August 13, 2003, or 21 days from
the mailing of this Information Statement to our stockholders.
NOTICE
THE MAJORITY STOCKHOLDER OF OUR COMPANY THAT HAS CONSENTED TO THE ADOPTION OF
THESE AMENDMENTS TO OUR ARTICLES OF INCORPORATION OWNED IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS
UNDER NEVADA LAW, AND HAS DONE SO. NO FURTHER CONSENTS, VOTES OR
PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
July 22, 2003 Kenneth P. Hamik