UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report October 12, 2004
Nexia Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-22128D 84-1062062
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(SEC File Number) (IRS Employer Identification Number)
c/o, Richard Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073 (Registrant's telephone
number, including area code)
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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[ ] Preliminary Information Statement
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Nexia Holdings, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
To the Stockholders of Nexia Holdings, Inc.:
This Information Statement is furnished to the stockholders of Nexia Holdings,
Inc., a Nevada corporation (Nexia), in connection with the following corporate
action in connection with resolutions of the Board of Directors and the written
consent of holders of in excess of 50% of the voting rights of Nexia providing
for shareholder authorization to the board of directors of the corporation to
conduct up to a one-for-one thousand reverse stock split of the common stock of
the corporation.
Nexia is not asking you for a proxy and you are requested to not send a proxy.
Only stockholders of record at the close of business on September 29, 2004
shall be given a copy of the Information Statement.
By Order of the Board of Directors
/s/ Richard Surber
Richard Surber, President
This information statement is being furnished to all holders of the common
stock of Nexia in connection with the Proposed Action by Written Consent to
authorize the board of directors to carry out a reverse split of the common
stock on an up to one-for-one thousand (1:1,000) basis.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common
stock of Nexia Holdings, Inc., a Nevada Company ("Nexia"), in connection with
resolutions of the Board of Directors and the written consent of the holders
of in excess of 50% of the voting rights of the shareholders of Nexia. The
board of directors, as approved by the written consent of the holders of in
excess of 50% of the voting rights of the shareholders of Nexia, seek approval
to authorize a reverse split of the common stock of Nexia on a basis of up to
1-for-1,000 shares. The reverse split would be conducted at a future date
and time to be determined by the board of directors.
The Board of Directors, and persons owning a majority of the outstanding
voting securities of Nexia, have unanimously adopted, ratified and approved
the proposed action by the Nexia board of directors. No other votes are
required or necessary. See the caption "Vote Required for Approval" below. Any
reverse split adopted by the board of directors will become effective upon
final approval by the board and the filing of required notices with the
Nevada Secretary of State's office.
The Form 10-QSB for quarterly period ended June 30, 2004 and the form 10-KSB
for the year ended December 31, 2003, and any reports on Form 8-K, filed by
Nexia during the past year with the Securities and Exchange Commission may
be viewed on the Securities and Exchange Commissions web site at www.sec.gov
in the Edgar Archives. Nexia is presently current in the filing of all reports
required to be filed by it. See the caption Additional Information, below.
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO CONDUCT UP TO A ONE-FOR ONE
THOUSAND SHARE REVERSE STOCK SPLIT OF NEXIA'S COMMON STOCK.
Nexia's board had determined that it would be in the Company's best interest
in the near future to conduct a reverse split of its common stock on up to a
one for one thousand basis and has received the consent of holders of a
majority of the voting rights of the Company's securities to authorize the
board to conduct such a reverse split in the Board's discretion.
The board believes that a reverse split would provide for the combination of
the presently issued and outstanding shares of common stock into a smaller
number of shares of identical common stock. This process that is known as a
reverse split would take up to one thousand shares of the presently issued
and outstanding common stock on the effective date of the amendment to the
articles of incorporation that would carry out the reverse split and convert
those shares into one share of the post-reverse stock split common stock.
The board has indicated that fractional shares will not be issued. Instead,
Nexia will issue one full share of the post-reverse stock split common stock to
any shareholder who would have been entitled to receive fractional shares as a
result of the process. Each shareholder will hold the same percentage of the
outstanding common stock immediately following the reverse stock split as that
shareholder did immediately prior to the stock split, except for minor
adjustment as a result of the additional shares that will need to be issued a
result of the treatment of fractional shares.
Reasons for the reverse stock split:
The primary purposes of the reverse stock split are to accomplish the following:
a) increase the per share price of the common stock to help maintain
the interest of the markets
b) reduce the number of outstanding shares of common stock to a
level more consistent with other public companies with
a similar anticipated market capitalization; and
c) provide the management of the Company with additional flexibility
to issue shares to facilitate future stock acquisitions and financing for
the Company.
For the above reasons, the board believes that the reverse stock split is in
the best interest of the Company and its shareholders. There can be no
assurance, however, that the reverse stock split will have the desired benefits.
Effects of the reverse stock split.
The reverse stock split will be effected by filing an amendment to the
Company's Articles of Incorporation with the Nevada Secretary of State's
office and will become effective upon such filing and final approval of the
board of directors of the Company. The actual timing of any such filing will
be made by the board of directors based upon its evaluation as to when the
filing will be most advantageous to the Company and its shareholders.
Nexia is currently authorized to issue 10,000,000,000 shares of its common
stock of which 3,947,865,594 shares are currently issued and outstanding
as of September 29, 2004. Currently, shareholders holding votes equal to
4,172,426,643 have consented in writing to the proposal, this constitutes
approval of 52.5% of the voting rights entitled to vote in any shareholder
action. A reverse split on a 1 for one thousand basis would reduce the number
of issued and outstanding shares of common stock to approximately 3,947,866
but will not reduce the number of authorized shares of common stock. The
reverse split will not have any effect on the stated par value of the
common stock.
The effect of the reverse split upon existing shareholders of the common stock
will be that the total number of shares of Nexia's common stock held by each
shareholders will automatically convert into the number of whole shares of
common stock equal to the number of shares of common stock owned immediately
prior to the reverse stock split divided by up to 1,000, with an adjustment
for any fractional shares. (Fractional shares will be rounded up into a whole
share).
If acted upon by the Company's board of directors, the consent by the majority
of the common stock shareholders reported herein, would result in each
shareholder's percentage ownership interest in the company and proportional
voting power will remain virtually unchanged, except for minor changes and
adjustments that will result from rounding fractional shares into whole shares.
The rights and privileges of the holders of shares of common stock will be
substantially unaffected by the reverse stock split. All issued and outstanding
options, warrants, and convertible securities would be appropriately adjusted
for the reverse stock split automatically on the effective date of the reverse
stock split. All shares, options, warrants or convertible securities that the
Company has agreed to issue (or agrees to issue prior to the effective date of
the reverse stock split) also will be appropriately adjusted for the reverse
stock split.
The reverse stock split may also result in some shareholders holding "odd lots"
of less than 100 shares of common stock. Brokerage commissions and other costs
of transactions in odd lots may be higher, particularly on a per-share basis,
than the cost of transactions in even multiples of 100 shares. As a result of
the proposal to conduct a reverse stock split there is a significant risk of
shareholder value represented by the common stock being diluted. The proposed
reverse split creates a risk that current shareholders of the common stock will
see the value of those shares diluted through the issuance of additional
authorized but currently unissued shares. The current net tangible book value
per share would be diluted if additional shares are issued without an increase
taking place in the net book value of the assets of the Company. The current
book value of shares held by existing shareholders would not be maintained in
the event additional shares are issued. In the event that the board approves a
1 for 1,000 reverse split of the common stock and reduces the number of
outstanding shares of common stock to
approximately 3,947,866, the issuance of all 10,000,000,000 authorized shares
would have a dilutive effect upon existing shareholders. If all authorized
shares of common stock were issued each share would drop from representing
0.0000002533 (1/3,947,866) to 0.0000000001% (1/10,000,000,000) of the shares
of common stock issued and outstanding.
After the taking of any action to conduct or authorize the reverse split is
filed there is not a requirement that shareholders obtain new or replacement
share certificates. Each holders of record of shares of the Company's common
stock that is outstanding on the effective date of the reverse stock split may
contact the Company's transfer agent to exchange the certificates for new
certificates representing the number of whole shares of post-reverse stock
split common shares into which the existing shares have been converted as
a result of the reverse stock split.
EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT
BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED AMENDMENTS TO THE
ARTICLES OF INCORPORATION.
Until the shareholder forwards a completed letter of transmittal, together with
certificates representing such shareholder's shares of pre-reverse stock split
common stock to the transfer agent and receives in return a new certificate
representing shares of post-reverse stock split common stock, such
shareholder's pre-reverse stock split common stock shall be deemed equal to
the number of whole shares of post- reverse stock split common shares to
which such shareholder is entitled as a result of the reverse stock split.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the proposed reverse stock split. This discussion
is based upon the Internal Revenue Code, existing and proposed regulations
thereunder, legislative history, judicial decisions, and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of
these authorities could be repealed, overruled, or modified at any time. Any
such change could be retroactive and, accordingly, could cause the tax
consequences to vary substantially from the consequences described herein. No
ruling from the Internal Revenue Service (the "IRS" with respect to the matters
discussed herein have been requested, and there is no assurance that the IRS
would agree with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that may be
relevant to particular shareholders in light of their personal circumstances
or to shareholders who may be subject to special treatment under the federal
income tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCE OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY
PENDING OR PROPOSED LEGISLATION.
The reverse stock split is intended to be a tax-free recapitalization to the
Company and its shareholders, except for those shareholders who receive a whole
share of common stock in lieu of fractional shares. Shareholders will not
recognize any gain or loss for federal income tax purposes as a result of the
reverse stock split, except for those shareholders receiving a whole share of
common stock in lieu of fractional shares (as described below). The holding
period for shares of common stock after the reverse split will include the
holding period of shares of common stock before the reverse stock split,
provided, that such shares of common stock are held as a capital asset at the
effective date of the amendment. The adjusted basis of the shares of common
stock after the reverse stock split will be the same as the adjusted basis of
the shares of common stock before the reverse stock split excluding the basis
of fractional shares.
A shareholder who receives a whole share of common stock in lieu of a
fractional share generally may recognize gain in an amount not to exceed the
excess of the fair market value of such whole share over the fair market value
of the fractional shares to which the shareholder was otherwise entitled.
QUESTIONS AND ANSWERS REGARDING THE PROPOSED REVERSE STOCK SPLIT OF
THE COMMON STOCK.
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE A REVERSE SPLIT IN THE NUMBER OF
COMMON SHARES?
A. Our Board of Directors believes that the proposed reverse split in the
number of common stock would enable Nexia to respond to potential business
opportunities, provide sufficient shares for its employee stock benefit plan
and to pursue important objectives that may be anticipated. Accordingly, the
board of directors believes that it is in the best interests of stockholders
to conduct a reverse split of the number of common shares outstanding. Our
Board of Directors believes that the resulting shares will provide us with
the flexibility to issue common stock for proper corporate purposes that may
be identified by our Board of Directors from time to time, such as financing,
acquisitions, compensation of employees, the establishment of strategic
business relationships with other companies or the expansion of Nexia's
business or product lines through the acquisition of other businesses or
products. The Board of Directors also believes the proposed change to the
shares of common stock will enable Nexia to attract and retain talented
employees, directors and consultants through the grant of stock options
and other stock-based incentives.
Q. WHY IS APPROVAL SOUGHT FOR THE PROPOSED REVERSE STOCK SPLIT OF THE COMMON
STOCK ON A 1 FOR 1,000 BASIS?
A. The Board seeks approval of a reverse stock split of the common stock of up
to 1 for 1,000 shares of the currently issued common stock. It is the
expectation of the Board that such a reverse stock split would increase the
market price of the resulting common stock and thus maintain a higher level of
market interest in the shares, including shares issued pursuant to the
Company's Employee Benefit Plans, provide additional flexibility to management
with regard to the issuance of shares and maintaining the proper market
capitalization of the Company. The Board believes that the reverse stock
split will enhance the Company's flexibility with regard to the ability to
issue common stock for proper corporate purposes that may be identified
from time to time, such as financing, acquisitions, compensation of employees,
the establishment of strategic business relationships with other companies or
the expansion of Nexia's business or product lines through the acquisition
of other businesses or products.
Q. WILL THE PROPOSED REVERSE STOCK SPLIT HAVE ANY EFFECT ON THE SERIES A OR
B CLASS OF PREFERRED STOCK?
A. No. The proposed reverse stock split will have no effect on the preferred
series of shares.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED
REVERSE STOCK SPLIT?
A. All members of the Board of Directors have approved the reverse stock split
of the common stock, as is in the best interest of Nexia and the best interest
of the current shareholders of Nexia.
Q. WILL I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A
RESULT OF THESE PROPOSALS?
A. As a current shareholder of Nexia your class of stock and the number of
shares that you hold will be affected as a result of the adoption of the
proposal to authorize a reverse stock split. For example, a current holder of
750 shares of common stock will remain a holder of 1 share of common stock in
the event that the board approves a 1 for 1,000 reverse stock split, a holder of
1,800 shares of common stock would become the holder of 2 shares of common
stock. The reverse stock split will not will result in different classes or
additional shares being sent to existing shareholders.
Q. WILL THE PROPOSED REVERSE SPLIT OF THE COMMON STOCK RESULT IN ANY TAX
LIABILITY TO ME?
A. The proposed reverse stock split is intended to be tax free for federal
income tax purposes.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposal, the affirmative vote of a majority of the votes
rights of the common stock and other shares holding voting rights is required.
Consents in favor of the proposal have already been received from shareholders
holding a majority of the voting securities of Nexia
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Company will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Richard Surber, President of Nexia, 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101, telephone: (801) 575-8073.
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada
Corporation. This includes the amendment discussed herein. The procedure and
requirements to effect an amendment to the Articles of Incorporation of a
Nevada corporation are set forth in Section 78.390. Section 78.390 provides
that proposed amendments must first be adopted by the Board of Directors and
then submitted to shareholders for their consideration and must be approved
by a majority of the outstanding voting securities.
The Board of Directors of Nexia have adopted, ratified and approved the
proposal to authorize a reverse stock split of the common stock of the
Company and to submit the proposed changes to the shareholders for their
approval. The securities that are entitled to vote consist of issued
and outstanding shares of
Nexia's $0.001 par value common and preferred voting stock outstanding on
September 29, 2004, the record date for determining shareholders who are
entitled to notice of and to vote on the proposed reverse stock split of
Nexia's common stock.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's
rights in connection with the proposed restatement of the Articles of
Incorporation.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors fixed the close of business on September 29, 2004 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
As of September 29, 2004 Nexia had issued and outstanding 3,947,865,594 shares
of $0.001 par value common stock and 8,000,000 shares of Series B Preferred
Stock, which have a 1 for 500 voting right or a total of 4,000,000,000 votes in
any shareholder action. Shareholders holding a controlling interest equaling
more than fifty percent (50%) of voting rights of the securities of Nexia, as
of the record date, representing more than a majority of Nexia's outstanding
voting rights have consented to the action required to carry out a proposed
reverse stock split of the common stock.
Nexia has 8,000,000 shares of its Series B Preferred Stock issued and
outstanding, each share of which holds 500 votes in any shareholder vote, the
sole Shareholder of those preferred shares has consented to the actions
proposed herein. The consents received by the board of directors are
sufficient, without any further action, to provide the necessary stockholder
approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of
Nexia's Common Stock and voting rights, as of September 29, 2004 by (i) each
person who is known by Nexia to own beneficially more than five percent (5%) of
the outstanding shares of common stock or voting rights equal to five percent
(5%) of the common stock; (ii) each of Nexia's named Executive Officers and
Directors; and (iii) all Directors and Executive Officers as a group:
TITLE OF NAME AND ADDRESS OF AMOUNT & PERCENT
CLASS BENEFICIAL OWNER NATURE OF OF CLASS
BENEFICIAL
OWNERSHIP
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Common Stock Richard Surber, President & Director 3.22%
($0.001 par value) 268 West 400 South, Suite 306 127,174,949(1,2)
Salt Lake City, Utah 84101
Preferred Series B Richard Surber, President & Director 8,000,000(3) 100.00%
Stock ($0.001 par 268 West 400 South, Suite 306
value) Salt Lake City, Utah 84101
Common Stock John E. Fry, Jr., Director
($0.001 par value) 3619 Lakeview Road 23,008,840 0.58%
Carson City, Nevada 89703
Common Stock Gerald Einhorn, VP & Director 13,300,000 0.34%
($0.001 par value) 268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock 12,956,304 0.33%
($0.001 par value) Adrienne Bernstein, Director
268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock 2,654,271(1) 0.07%
($0.001 par value) Oasis International Hotel & Casino, Inc.
268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock 26,484,081(1) 0.67%
($0.001 par value) Hudson Consulting Group, Inc.
268 West 400 South, #300
Salt Lake City, Utah 84101
172,426,643 4.37%
Common Stock Directors and Executive Officers as a Group
($0.001) par value
(1) The shares owned by Hudson Consulting Group, Inc., and Oasis International
Hotel & Casino, Inc. are attributed beneficially to Richard D. Surber due to
his position as an officer and director in each of the said corporations.
(2) Richard Surber may be deemed a beneficial owner of 127,174,949 shares of the
Company's common stock by virtue of his position as an officer and director of
Hudson Consulting Group, Inc.(26,484,081 shares), and Oasis International
Hotel & Casino, Inc. (2,654,271 shares). Mr. Surber personally owns 94,023,147
shares.
(3) Series B Preferred Stock holds voting rights equal to 500 shares of common
stock for each shares of Series B Preferred Stock issued, the 8,000,000 shares
thus represent 4,000,000,000 votes.
As of September 29, 2004, Nexia had 3,947,865,594shares of its common voting
stock issued and outstanding and 8,000,000 shares of Series B Preferred issued
and outstanding.
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 reverse stock split of Nexia's common stock or in any action
covered by the related resolutions adopted by the Board of Directors, which is
not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Nexia Holdings, Inc. including its Form
10-KSB annual report for the year ended December 31, 2003 and quarterly
reports on Form 10-QSB for the past quarters ended June 30, 2004 and
March 31, 2004, any reports on Form 8-K or other forms which have been
filed with the Securities and Exchange Commission are incorporated herein
by reference. All of these forms may be accessed through the EDGAR archives,
at www.sec.gov.
Dated: October 12, 2004
By Order of the Board of Directors
/s/ Richard Surber
Richard Surber, President and Director
UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
NEXIA HOLDINGS, INC.
(A Nevada corporation)
The undersigned, constituting the members of the Board of Directors (the
"Board") of Nexia Holdings, Inc., a Nevada corporation (the "Corporation"),
hereby adopt the following resolution this 29th day of September, 2004.
WHEREAS, the Board believes it is in the best interest of the
Corporation to obtain shareholder consent to conduct up to a 1,000:1 (one
thousand for one) reverse split of the Corporation's shares of common stock,
without reducing the number of authorized shares of common stock, and;
WHEREAS, the Board has received the consent of the holders of a majority
of the voting rights held by the current shareholders of the Corporation
sufficient to approve such an action and has reviewed the proposed information
statement prepared by the management of the Corporation for filing with the
Securities and Exchange Commission;
THEREFORE BE IT RESOLVED, that the Board hereby approves, authorizes,
and ratifies the publication of an information statement for public
publication setting forth the decision of the Board to recommend such a
reverse split of the common stock on an up to one for one thousand basis and
the approval of such an action by the holders of a majority of the voting
rights of the current shareholders of the Corporation and that such a
statement having been reviewed by the Board the filing of said information
statement with the Securities and Exchange Commission is hereby approved
and authorized.
FURTHER RESOLVED, that the undersigned officers and directors of the
Corporation are hereby authorized, empowered, and directed in the name and on
behalf of the Corporation, to execute and deliver all such documents,
instruments, schedules, forms, and certificates, to make all such payments or
perform all such acts and things, and to execute and deliver all such other
documents as may be necessary from time to time in order to carry out the
purpose and intent of this resolution, that all of the acts and doings of any
such officers that are consistent with the purpose of this resolution, are
hereby authorized, approved, ratified and confirmed in all respects.
Accordingly, the above resolution is hereby unanimously adopted.
Resolution of Nexia Holdings, Inc. dated September 29, 2004.
__/s/ Gerald Einhorn_______ __/s/ Richard D. Surber________
Gerald Einhorn, Director Richard D. Surber, Director
/s/ Adrienne Bernstein /s/ John E. Fry, Jr.
------------------------- -------------------------------------
Adrienne Bernstein, Director John E. Fry, Jr., Director