DEFINITIVE INFORMATION STATEMENT
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
POWDER RIVER BASIN GAS CORP.
-------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
POWDER RIVER BASIN GAS CORP.
PO BOX 7500
Dallas, TX
(214) 526-5678
----------------
To Our Stockholders:
The purpose of this letter is to inform you that we intend to take the
following action by written consent of our stockholders:
To amend our Articles of Incorporation to increase our authorized
shares of common stock, par value $.001, from 50,000,000 shares to
200,000,000 shares of common stock, par value, $.001.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
50,000,000 shares of common stock, $.001 par value per share (the "Common
Stock"), of which 30,387,833 shares were issued and outstanding as of the Record
Date. Holders of a majority of our outstanding common stock owning approximately
51% of the outstanding shares of our Common Stock (the "Majority
Stockholders"), have executed a written consent in favor of the actions
described above. This consent will satisfy the stockholder approval requirement
for the proposed action. Pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended, the proposals will not be adopted until a date at least
20 days after the date on which this Information Statement has been mailed to
the stockholders. The Company anticipates that the actions contemplated herein
will be effected on or about the close of business on April 23, 2003.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
Majority Stockholders satisfies any applicable stockholder voting requirement of
the Colorado Law and our Articles of Incorporation and By-Laws, we are not
asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Amended Articles of Incorporation.
Please read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/ Gregory C. Smith
----------------------------
Gregory C. Smith
Chairman and Chief Financial Officer
April 3, 2003
POWDER RIVER BASIN GAS CORP.
PO BOX 7500
Dallas, TX
(214) 526-5678
---------------------
INFORMATION STATEMENT
---------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about April 20, 2003 to
the stockholders of record of POWDER RIVER BASIN GAS CORP. (the "Company") at
the close of business on March 31, 2003 (the "Record Date"). This Information
Statement
is being sent to you for information purposes only. No action is requested on
your part.
This Information Statement is being furnished to our stockholders to inform
you of the adoption of resolutions by written consent by the holders of a
majority of the outstanding shares of our common stock, par value $.001. The
resolutions adopted by such holders of a majority of the outstanding Common
Stock (the "Majority Stockholders") give us the authority to take the following
actions (collectively, the "Stockholder Resolutions"):
To amend our Articles of Incorporation to increase our authorized
shares of common stock, par value $.001, from 50,000,000 shares to
200,000,000 shares of common stock, par value, $.001.
The board of directors of the Company (the "Board of Directors") has
adopted resolutions authorizing the Company to amend its Articles of
Incorporation to increase its authorized shares of common stock, par value
$.001, from 50,000,000 shares to 200,000,000 shares of common stock, par value,
$.001.
The Company will pay all costs associated with the distribution of the
Information Statement, including the costs of printing and mailing.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK OF THE COMPANY
(ACTION NO. 1)
The Certificate of Incorporation of the Company currently authorizes the
Company to issue 50,000,000 shares of Common Stock and does not authorize the
issuance of shares of preferred stock. As of March 14, 2003, the Company had
issued and outstanding 30,387,833 shares of its Common Stock, leaving the
Company (in the opinion of its Board of Directors) with an insufficient number
of shares of Common Stock available for issuance necessary for the Company to
efficiently continue its operations. Accordingly, the Board of Directors has
adopted and the stockholders have approved, an amendment to the Company's
Certificate of Incorporation to increase the number of shares of Common Stock
the Company is authorized to issue from 50,000,000 shares to 200,000,000
shares.
The additional shares of Common Stock to be authorized for issuance upon
the adoption of such amendment would possess rights identical to the currently
authorized Common Stock. The stockholders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by the
stockholders. All voting is on a non-cumulative basis. The stockholders of
Common stock do not have any preemptive rights, conversion rights, or applicable
redemption or sinking fund provisions. The amendment to authorize the issuance
of additional shares of Common Stock will not have any effect on the par value
of the Common Stock. Nevertheless, the issuance of such additionally authorized
shares of Common Stock would affect the voting rights of the current
stockholders of the Company because there would be an increase in the number of
outstanding shares entitled to vote on corporate matters, including the election
of directors, if and when any such shares of Common Stock are issued in the
future.
If the Board of Directors determines that an issuance of shares of the
Company's Common Stock is in the best interest of the Company and the
Company's stockholders, the issuance of additional shares could have the
effect of diluting the earnings per share or book value per share of the
outstanding shares of Common Stock or the stock ownership or voting rights of a
stockholder.
An increase in the number of authorized shares of Common Stock will enable
the Company to take advantage of various potential business opportunities
through the issuance of the Company's securities, including, without limitation,
issuing stock dividends to existing stockholders, providing equity incentives to
employees, officers or directors, establishing certain strategic relationships
with other companies and expanding the Company's business through certain
acquisitions. The Company has no present plans or intentions to acquire any such
businesses. An increase in the number of authorized shares of Common Stock will
enable the Company to fulfill its obligation under the documents related to the
sale of its convertible debentures so that the Company may have a sufficient
number of shares authorized for issuance upon the conversion of such outstanding
debentures.
Potential Anti-takeover Effects of the Amendment
The increase in the number of authorized shares of Common Stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying or preventing a change of the Company's control without further action
by the stockholders. Subject to applicable law and stock exchange requirements,
the Company could issue shares of authorized and unissued Common Stock in one or
more transactions that would make a change of control of the Company more
difficult and therefore less likely. Any issuance of additional
shares could have the effect of diluting the earnings per share and book value
per share of the outstanding shares of Common Stock or the stock ownership and
voting rights of a person seeking to obtain control of the Company.
The amendment to the Company's Certificate of Incorporation increasing the
Company's authorized shares of Common Stock to 200,000,000 shares will become
effective upon the filing of a certificate of amendment relating thereto with
the Secretary of State of the State of Nevada, which will occur on or about
April
__, 2003. Under federal securities, laws, the Company cannot file the
certificate of amendment until at least 20 days after the mailing of this
Information Statement.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001 and quarterly report on Form 10-QSB for the quarter ended
September
30, 2002 are being delivered to you with this Information Statement. The
Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to the Company's principal offices at POWDER RIVER
BASIN GAS CORP., Attention: Gregory C. Smith, PO BOX 7500, Dallas, TX or call
(214) 526-5678.
By Order of the Board of Directors,
/s/ Gregory C. Smith
----------------------------
Gregory C. Smith
Dallas, Texas
April 3, 2003
EXHIBIT A
Certificate of Amendment of the Certificate of Incorporation
of
Powder River Basin Gas Corp.
______________________
The undersigned, being all of the directors of Powder River Basin Gas
Corp. (the "Corporation"), a Nevada corporation, hereby certifies:
FIRST: The name of the Corporation is Powder River Basin Gas Corp.
SECOND: The Corporation's most recent Certificate of Amendment to its
Certificate of Incorporation was filed with the Department of State of Nevada on
__________, _____.
THIRD: The Certificate of Incorporation is hereby amended to increase the
aggregate number of shares of stock which the Corporation shall have the
authority to issue.
FOURTH: To accomplish the amendment relating to the increase in the
aggregate number of shares of common stock which the Company shall have
authority to issue, from 50,000,000 shares, par value $.001 per share, to
200,000,000 shares, par value $.001, the text of Paragraph _______ of
Article ____ of the Certificate of Incorporation is hereby amended to read in
full as follows:
"The aggregate number of shares of stock which the Corporation shall have
authority to issue is 200,000,000 shares of common stock, with a par value of
$.001 per share, classified as common shares (the "Common Stock").
FIFTH: This Certificate of Amendment to the Certificate of Incorporation was
authorized by the members of the Board of Directors on March ___, 2003, and by
the affirmative vote of the holders of a majority of all of the outstanding
shares of the Common Stock of the Corporation entitled to vote.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this __
day of February, 2003 and affirm that the statements contained herein are true
under penalties of perjury.
----------------------------
Gregory C. Smith