FYT I thought this might interst the 3-4 of us left around here...
PROPOSAL NUMBER ONE
AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “SUNLOGICS POWER FUND INC.”
Reasons for the Name Change
The Board of Directors and our stockholders holding a majority of our outstanding shares have consented in writing to change our name from “Salamon Group Inc.” to “Sunlogics Power Fund Inc.” (the “Name Change”). The Company believes that the new name, Sunlogics Power Fund Inc., will more accurately reflect our current business activities and will promote public recognition and more accurately reflect our products and business focus.
Effectiveness of the Name Change
As of the Record Date, stockholders holding an aggregate of 20,761,178 shares, representing 51.9% of the outstanding shares of the Company’s common stock, executed a written consent authorizing and approving the Name Change. A Certificate of Amendment to the Company’s Articles of Incorporation is expected to be filed with the Nevada Secretary of State with respect to the Name Change twenty (20) days after the Mailing Date. Further, once the Name Change is approved, the Company will promptly thereafter change its OTC trading symbol. The Company’s new OTC trading symbol will be determined at the time the Name Change becomes effective.
The Name Change will not have any effect on the rights of the existing shareholders of the Company. The Name Change will not affect the validity or transferability of currently outstanding stock certificates, and shareholders will not be requested to surrender for exchange any stock certificates they hold. However, pursuant to the written consent resolutions executed by the Company’s majority stockholder and Section 78.390 of the Nevada Revised Statutes, the Company’s Board of Directors reserves the right to abandon the Name Change at any time prior to the Effective Date if they deem it appropriate to do so.
No Appraisal Rights
Under Nevada law, the Company’s stockholders are not entitled to appraisal rights with respect to the Name Change.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL NUMBER TWO
APPROVAL OF INCREASE IN AUTHORIZED SHARE CAPITAL
General
The Company’s Board of Directors has approved an increase in the Company’s authorized share capital from 40,000,000 to 500,000,000 shares (“Authorized Share Capital Increase”). As of the Record Date, stockholders holding an aggregate of 20,761,178 shares, representing 51.9% of the outstanding shares of the Company’s common stock, executed a written consent authorizing and approving the Authorized Share Capital Increase.
Purpose
The Authorized Share Capital Increase would give the Board of Directors flexibility, without further stockholder action, to issue shares of common stock on such terms and conditions as the Board of Directors deems to be in the best interests of the Company and its stockholders. It is anticipated that such purposes without limitation, may include the issuance for cash as a means of obtaining capital for use by the Company, or issuance as part or all of the consideration required to be paid by the Company for acquisitions of other businesses or assets.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL NUMBER THREE
APPROVAL OF ONE FOE TEN REVERSE SPLIT OF OUTSTANDING SHARES
General
The Company’s Board of Directors has approved a reverse split of the Company's common shares in the ratio of one share for each ten shares previously owned. (“Reverse Split”). As of the Record Date, stockholders holding an aggregate of 20,761,178 shares, representing 51.9% of the outstanding shares of the Company’s common stock, executed a written consent authorizing and approving the Reverse Split.
Purpose
It is anticipated that the Reverse Split shall increase the per share market price of the Common Stock , thereby enhancing acceptability of the Common Stock to the financial community and the investing public and potentially broadening the investor pool from which the Company might be able to obtain additional financing.
The reverse split will have the effect of reducing the total outstanding shares from 40,000,000 pre-split shares outstanding to 4,000,000 post-split shares outstanding.
Stockholders will hold the same percentage interest in the Company as they held prior to the reverse stock split, but their interest will be represented by one-tenth as many shares. For instance, if a stockholder presently owns 100 shares, after the reverse stock split they will own 10 shares (100 divided by 10 equals 10 shares).
Procedure for Exchange of Stock Certificates
The Company anticipates that the reverse stock split will become effective on February ____2012 which is approximately twenty (20) calendar days after this Information Statement is first mailed to our stockholders, or as soon thereafter as is practicable, (“Effective Date”). Beginning on the Effective Date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to evidence ownership of post-reverse split shares.
The Company’s transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-reverse split shares are asked to surrender to the transfer agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares in accordance with the procedures set forth in a letter of transmittal to be provided to each stockholder following the Effective Date. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal.
Federal Income Tax Considerations
Neither the Company nor its stockholders should recognize any gain or loss for federal income tax purposes as a result of the reverse stock split. This conclusion is based on the provisions of the Internal Revenue
Code of 1986 (the “Code”), existing and proposed regulations thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all 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 has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion. Accordingly, you should consult with your tax advisor.
This discussion may not address certain federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances (such as persons subject to the alternative minimum tax) or to certain types of stockholders (such as dealers in securities, insurance companies, foreign individuals and entities, financial institutions, and tax-exempt entities) 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.
You are urged to consult your tax adviser as to the particular tax consequences to you of the reverse stock split, including the applicability of any state, local, or foreign tax laws, changes in applicable tax laws and any pending or proposed legislation.
Effective Time
All the Actions described above automatically will be effective, and may be implemented by the Company, 20 days after the date that this Information Statement is mailed to the stockholders of the Company.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or director or executive officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the amendment to the Certificate of Incorporation referenced herein which is not shared by the majority of the stockholders.
OTHER MATTERS
If you and others who share your mailing address own Common Stock in street name, meaning through bank or brokerage accounts, you may have received a notice that your household will receive only one annual report and proxy statement from each corporation whose stock is held in such accounts. This practice, known as "householding" is designed to reduce the volume of duplicate information and reduce printing and postage costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it, and a single copy of this Information Statement has been sent to your address. Each stockholder will continue to receive a separate notice.
If you would like to receive an individual copy of this Information Statement, we will promptly send a copy to you upon request by mail to the Company at 5-215 Neave Road, Kelowna, BC, Canada V1V 2L9, or by calling (778) 753-5675. This document is also available in digital form for download or review by visiting the website of the Securities and Exchange Commission at www.sec.gov.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the requirements thereof, file reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). Copies of these reports, proxy statements and other information can be obtained at the SEC's public reference facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N, Washington, D.C., 20549. Additionally, these filings may be viewed at the SEC's website at https://www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.
BY ORDER OF THE BOARD OF DIRECTORS
SALAMON GROUP INC.
By: /s/ Michael Matvieshen
Michael Matvieshen
President and CEO