SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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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GLOBAL ENERGY INC.
(Name of Registrant as Specified in Charter)
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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3. Per unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule O-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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o Check box if any part of the fee is offset as provided by Exchange Act Rule O-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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Amount Previously Paid: |
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Form Schedule or Registration Statement No.: | |||
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act of 1934 as amended
GLOBAL ENERGY INC.
400 – 1055 Dunsmuir Street
Vancouver, British Columbia Canada V7X 1J1
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the board of directors of Global Energy Inc., a Nevada corporation, to the holders of record at the close of business on the record date, February 15, 2007, of our company’s outstanding common stock, $0.001 par value per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. This Information Statement is being furnished to such stockholders for the purpose of informing the stockholders in regards to an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 25,000,000 shares to 250,000,000 shares, par value of $0.001 per share (the “Amendment”).
Our board of directors approved the Amendment to our authorized share capital for the increase in our authorized share capital in order to enhance our company’s ability to attract future financing to develop and operate our business.
Our board of directors unanimously approved the Amendment to our Articles of Incorporation on February 12, 2007.
Subsequent to our board of directors’ approval of the Amendment, the holders of the majority of the outstanding shares of our company gave us their written consent to the Amendment to our Articles of Incorporation on February 12, 2007. Therefore, following the expiration of the twenty-day (20) period mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our company will file Articles of Amendment to amend our Articles of Incorporation to give effect to the Amendment. We will not file the Articles of Amendment to our Articles of Incorporation until at least twenty (20) days after the filing and mailing of this Information Statement.
The proposed Articles of Amendment to our Articles of Incorporation are attached hereto as Schedule A. The Articles of Amendment will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.
The entire cost of furnishing this Information Statement will be borne by our company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.
Our board of directors have fixed the close of business on February 15, 2007 as the record date for the determination of shareholders who are entitled to receive this Information Statement. There were 23,012,764 shares of our common stock issued and outstanding on February 15, 2007. We anticipate that this Information Statement will be mailed on or about February 26, 2007 to all shareholders of record as of the record date.
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PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, since December 31, 2005, being the commencement of our last completed financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
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any director or officer of our company; |
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any proposed nominee for election as a director of our company; and | |
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any associate or affiliate of any of the foregoing persons. |
The shareholdings of our directors and officers are listed below in the section entitled “Principal Shareholders and Security Ownership of Management”. To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
As of the record date, February 15, 2007, we had a total of 23,012,764 shares of common stock ($0.001 par value per share) issued and outstanding.
The following table sets forth, as of February 15, 2007, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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Name and Address |
Amount and Nature |
Percent |
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Christopher Kape |
Nil |
Nil |
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Carrigain Investment Ltd. |
12,000,000 |
52.14% |
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Directors and Officers |
Nil |
N/A |
(1) Regulation S-B under the Exchange Act, defines a beneficial owner of a security as any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 15, 2007, and the date of this Information Statement.
(2) Based upon 23,012,764 issued and outstanding shares of common stock as of February 15, 2007 and as of the date of this Information Statement.
AMENDMENT TO OUR COMPANY'S ARTICLES
Our Articles of Incorporation (the “Articles”) currently authorize the issuance of 25,000,000 shares of common stock, $0.001 par value. On February 12, 2007, our board of directors approved, subject to receiving the approval of a majority of the shareholders of our common stock, an amendment to our Articles to increase our authorized shares of common stock to 250,000,000 shares.
The general purpose and effect of the amendment to our company’s Articles is to increase our authorized share capital which will enhance our company’s ability to finance the development and operation of our business.
Our board of directors approved the amendment to our company’s Articles to increase our authorized share capital. Potential uses of the additional authorized shares may include public or private offerings, conversions of convertible securities, issuance of options pursuant to employee benefit plans, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue such shares in most cases without the expense or delay of seeking shareholder approval. Our company is at all times investigating additional sources of financing which our board of directors believes will be in our best interests and in the best interests of our shareholders. We do not currently have any plans, proposals, agreements or understandings, written or otherwise, for any transaction that would require the issuance of additional shares of common stock. Our common shares carry no pre-emptive rights to purchase additional shares. The adoption of the amendment to our Articles will not of itself cause any changes in our capital accounts.
The amendment to our company’s Articles to increase our authorized share capital will not have any immediate effect on the rights of existing shareholders. However, our board of directors will have the authority to issue authorized common stock without requiring future shareholders approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized common shares are issued in the future, they will decrease the existing shareholders’ percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing shareholders.
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The increase in the authorized number of shares of our common stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of our company without further action by the shareholders. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of our company.
We do not have any provisions in our Articles, by laws, or employment or credit agreements to which we are party that have anti-takeover consequences. We do not currently have any plans to adopt anti-takeover provisions or enter into any arrangements or understandings that would have anti-takeover consequences. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above market premium and favoured by a majority of independent shareholders.
Shareholder approval for the Amendment to our Articles was obtained by written consent of shareholders owning 12,378,125 shares of our common stock, which represented 53.79% on the record date, February 15, 2007. The increase in our authorized capital will not become effective until not less than twenty (20) days after this Information Statement is first mailed to shareholders of our common stock and until the appropriate filings have been made with the Nevada Secretary of State.
DISSENTERS RIGHTS
Under Nevada law, shareholders of our common stock are not entitled to dissenter’s rights of appraisal with respect to our proposed Amendment to our Articles.
FINANCIAL AND OTHER INFORMATION
For more detailed information on our company, including financial statements, you may refer to our Form 10-KSB and other periodic filings made with the SEC from time to time. Additional copies are available on the SEC’s EDGAR database at www.sec.gov or by calling our secretary at (604) 639-5835.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Global Energy Inc. has duly caused this report to be signed by the undersigned hereunto authorized.
February 15, 2007
GLOBAL ENERGY INC.
By: /s/ Christopher Kape
Christopher Kape
President and Director
SCHEDULE A
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ROSS MILLER |
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Certificate of Amendment (Pursuant to NRS 78.385 and 78.390) |
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Important: Read attached instructions before completing form. |
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ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 780.390 – After Issuance of Stock)
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Name of corporation: | |||
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GLOBAL ENERGY INC. | ||||
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The articles have been amended as follows (provide article numbers, if available): | |||
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4. The capital stock shall consist of: 250,000,000 shares of common stock, $0.001 par value.
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3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the | ||||
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articles of incorporation have voted in favor of the amendment is: |
53.79% | |||
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Effective date of filing (optional): |
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(must not be later than 90 days after the certificate is filed) | ||||
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Officer Signature (required): |
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*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting thereof.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees. See attached fee schedule. |
Nevada Secretary of State AM 78.385 Amend 2003 |
CW1031390.1