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]
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Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission
Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
TOMAHAWK INDUSTRIES, INC.
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(Name of Registrant As Specified in Charter)
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TOMAHAWK INDUSTRIES, INC.
211 West Wall Street
Midland, Texas 79701
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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:
1. To amend our Articles of Incorporation to change the name of the
corporation to "Cryotherm Energy, Inc.";
2. To approve a 1-for-400 reverse stock split of the outstanding shares of
the Company's common stock and to amend our Articles of Incorporation to reflect
the reversal of the outstanding shares;
Holders of a majority of our outstanding common stock owning approximately
70% 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 and allows us to take the proposed action on or after September 11,2002.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. Because the written consent of the Majority Stockholders satisfies any
applicable stockholder voting requirement of the Nevada General Corporation 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 and
the 1-for-400 reverse stock split. Please read the accompanying Information
Statement carefully.
By Order of the Board of Directors,
/s/ Glenn A. Little
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Glenn A. Little
President
August 22, 2002
TOMAHAWK INDUSTRIES, INC.
211 West Wall Street
Midland, Texas 79701
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INFORMATION STATEMENT
August 22, 2002
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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 August 22, 2002 to
the stockholders of record of TOMAHAWK INDUSTRIES, INC. (the "Company") at the
close of business on August 7, 2002 (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
"Common Stock"). 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"):
1. To amend our Articles of Incorporation to change the name of the
corporation to "Cryotherm Energy, Inc.";
2. To approve a 1-for-400 reverse stock split of the outstanding shares of
the Company's common stock and to amend our Articles of Incorporation to reflect
the reversal of the outstanding shares;
The board of directors of the Company (the "Board of Directors") has
adopted resolutions authorizing: (a) To amend our Articles of Incorporation to
change the name of the corporation to "Cryotherm Energy, Inc." and (b)To approve
a 1-for-400 reverse stock split of the outstanding shares of the Company's
common stock and to amend our Articles of Incorporation to reflect the reversal
of the outstanding shares.
As of the close of business on August 7, 2002, we had an aggregate of
56,637,228 shares of Common Stock outstanding and no shares of Preferred Stock
outstanding. Each outstanding share, regardless of class or series is entitled
to one vote per share.
The affirmative consent of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to approve each of the
Stockholder Resolutions in the absence of a meeting of stockholders. The
Majority Stockholders are the beneficial owners of approximately 70% of our
outstanding shares of Common Stock. Accordingly, the requisite stockholder
approval of each of the Stockholder Resolutions was obtained by the execution of
the Majority Stockholders' written consents in favor of such actions, allowing
us to take such actions on or after September 11, 2002.
RESOLUTION #1
CHANGE OF THE COMPANY'S NAME
GENERAL
Article I of our Articles of Incorporation currently provides that the name
of the Company is "TOMAHAWK INDUSTRIES, INC." We have proposed an amendment
which provides for, among other things, a change in the name of the Company to
"Cryotherm Energy, Inc."
CONSENT REQUIRED
Approval of the amendment to the Articles effecting the name change
requires the consent of the holders of a majority of the outstanding shares of
our Common Stock, as of the Record Date. The Majority Stockholders, who
beneficially own approximately 70% of the outstanding shares of our Common Stock
as of the Record Date, have given their consent to this amendment and
accordingly, the requisite stockholder approval of the amendment to the Articles
was obtained by the execution of the Majority Stockholders' written consent in
favor of the amendment.
PURPOSE
The amendment to the Articles changing our corporate name is necessary to
allow us to abide by certain terms and conditions of that certain Agreement and
Plan of Reorganization, dated August 1, 2002 by and among the Company,
Cryotherm, Inc. a Delaware corporation ("Cryotherm, Inc.), and certain
stockholders of Cryotherm, Inc. whereby the Company will acquire the outstanding
shares of Cryotherm, Inc. (the "Acquisition") in exchange for 25,000,000 shares
of the Company's Common Stock (adjusted to give effect to the proposed reverse
stock split).
RESOLUTION #2
APPROVAL OF REVERSE STOCK SPLIT
GENERAL
The Board of Directors deemed it in the best interests of the Company to
authorize a 1-for-400 reverse stock split to comply with the terms of the
Agreement and Plan of Reorganization. We have proposed an amendment to the
Articles of Incorporation which provides for the 1 for 400 reverse split of the
Company's common shares outstanding on the effective date of the reverse stock
split, in connection with and immediately prior to the consummation of the
Acquisition, which Acquisition is expected to occur on or about September 11,
2002, or as soon thereafter as is practicable. The implementation of the 1 for
400 reverse split will have the effect of reducing the number of outstanding
shares of Common Stock on the effective date of the reverse split, but will have
no effect on the number of authorized shares. Fractional shares resulting from
the reverse split will be rounded up to the nearest whole share, and no cash
will be paid in lieu of fractional shares. If the Acquisition is completed and
the reverse stock split is implemented, the outstanding shares of the Company on
the effective date of the reverse split(56,637,228 as of August 7, 2002) will be
reduced to approximately 141,593 shares (based on the number of shares
outstanding on August 7, 2002), and an additional 25,000,000 million shares
(after giving effect to the proposed reverse stock split) in the aggregate will
be issued to holders of Cryotherm, Inc. stock in connection with the
Acquisition. There are no assurances that the Acquisition will be consummated.
CONSENT REQUIRED
Approval of the 1-for-400 reverse stock split has been consented to by the
Majority Stockholders, who beneficially own approximately 70% of the outstanding
shares of our Common Stock as of the Record Date.
PURPOSE
The Board of Directors deemed it in the best interests of the Company to
authorize a 1-for-400 reverse stock split to comply with the terms of the
Agreement and Plan of Reorganization.
DESCRIPTION OF COMMON STOCK
All outstanding shares of Common Stock are fully paid and non-assessable.
Each share of the outstanding Common Stock is entitled to participate equally in
dividends as and when declared by the Board of Directors and is entitled to
participate equally in any distribution of net assets made to the stockholders
upon our liquidation. There are no redemption, sinking fund, conversion or
preemptive rights with respect to the shares of Common Stock. All shares of
Common Stock have equal rights and preferences. The holders of Common Stock are
entitled to one vote for each share held of record on all matters voted upon by
stockholders and may cumulate votes for the election of directors.
DESCRIPTION OF PREFERRED STOCK
There are no shares of Preferred Stock issued or outstanding and no rights
thereto have been fixed by the Board of Directors.
OWNERSHIP OF COMPANY STOCK
COMMON STOCK
The following table sets forth information regarding the number of shares
of the Common Stock beneficially owned on August 7, 2002, by: (i) each person
who is known by the Company to beneficially own 5.0% or more of the Common
Stock; (ii) each of the Company's directors and executive officers; and (iii)
all of the Company's directors and executive officers as a group. Except as
otherwise set forth below, the business address of each of the persons listed
below is c/o the Company, 211 West Wall Street, Midland, Texas 79701
Percentage of
Outstanding Number of
Name and Address Shares
of Beneficial Owner Beneficially Owned Percent Owned
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Glenn A. Little
211 West Wall Street 40,000,000 70.62%
Midland, TX 79701 (direct
ownership)
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All Directors and
Executive Officers (1 person) 40,000,000 70.62%
PREFERRED STOCK
As of August 7, 2002, no shares of Preferred Stock were issued and
outstanding.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Mr. Glenn Little, an officer, director and shareholder of the Company, owns
340,000 shares of Cryotherm, Inc., a Delaware corporation, which company is
proposed to be acquired by the Company pursuant to the Agreement and Plan of
Reorganization, and is a consultant to Cryotherm, Inc. Mr. Little will receive
850,000 shares (after giving effect to the proposed reverse split) of the
Company's Common Stock in exchange for his 340,000 shares of Cryotherm, Inc.
stock in connection with the Acquisition. To the knowledge of the Company, no
other person who has been a director or officer of the Company at any time since
the beginning of the Company's last fiscal year or any associate of any of such
person has any direct or indirect substantial interest, by security holdings or
otherwise in any matter to be acted upon, as set forth in this Information
Statement.
INCORPORATION OF FINANCIAL INFORMATION
Our Annual Report on Form 10-KSB for the fiscal year ended April 30, 2002
as filed with the Securities and Exchange Commission on May 28, 2002 (Commission
File No. 000-9483) is incorporated in its entirety by reference into this
Information Statement and accompanies this Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one copy of this information statement and annual report is being
delivered to multiple security holders sharing an address, unless the registrant
has received contrary instructions from one or more of the security holders;
security holders can request a copy of this information statement and report at:
TOMAHAWK INDUSTRIES, INC.
211 West Wall Street
Midland, Texas 79701
As the requisite stockholder vote for the Stockholder Resolutions, as
described in this Information Statement was obtained upon the delivery of the
written consent of Majority Stockholders, WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is for
informational purposes only. Please read this Information Statement carefully.
By Order of the Board of Directors
/s/ Glenn Little
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Glenn Little
President
August 22, 2002