-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OPq87uDKQveqcV5XG3DNmJqsXsBE8Vyeh0TMcv2WBSG/mt7Prsr+OCcxfRUUsVTL 5du1/oyl5XfiIxna5so8xA== 0000897101-08-002398.txt : 20081124 0000897101-08-002398.hdr.sgml : 20081124 20081124171805 ACCESSION NUMBER: 0000897101-08-002398 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081227 FILED AS OF DATE: 20081124 DATE AS OF CHANGE: 20081124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIND ENERGY AMERICA INC. CENTRAL INDEX KEY: 0000351809 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 411387074 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-09996 FILM NUMBER: 081211289 BUSINESS ADDRESS: STREET 1: 12100 SINGLETREE LANE, SUITE 100 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9527461234 MAIL ADDRESS: STREET 1: 12100 SINGLETREE LANE, SUITE 100 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: DOTRONIX INC DATE OF NAME CHANGE: 19920703 PRE 14C 1 windenergy084900_pre14c.htm FORM PRE14C Wind Energy America, Inc. Preliminary Proxy Statement, December 27, 2008

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934

 

Check the appropriate box:

 

x

Preliminary Information Statement

 

o

Confidential, for Use of the Commission Only (as permitted by Rule l4c-5(d)(2))

 

o

Definitive Information Statement

 

 

Wind Energy America Inc.

(Name of Registrant as Specified in Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

o

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 the filing fee is calculated and state how it was determined):

$_____ per share as determined under Rule 0-11 under the Exchange Act.

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

 

o

Fee paid previously with preliminary materials.

 

o

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:

 





Wind Energy America Inc.

12100 Singletree Lane – Suite 100

Eden Prairie, MN 55344

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 27, 2008

 

To: Shareholders of Wind Energy America Inc.

 

A special meeting of shareholders of Wind Energy America Inc., a Minnesota corporation, (the “Company”) will be held on Saturday, December 27, 2008 at 10:00 a.m., local time, at 1058 Centerville Circle, Vadnais Heights MN 55127 for the following purpose:

 

To consider and vote upon an amendment to the Articles of Incorporation of the Company which will increase the authorized common shares of the Company from 50,000,000 to 100,000,000 shares of common stock.

 

The Board of Directors has fixed December 1, 2008 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any adjournment thereof. Only shareholders of record at the close of business on this record date are entitled to notice of and to vote at this special meeting.

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

By Order of the Board of Directors

 

Robert O. Knutson, Managing Director

 

Dated : December ___, 2008

 





PRELIMINARY COPY

 

Wind Energy America Inc.

 

INFORMATION STATEMENT

 

This Information Statement is being furnished pursuant to Regulation 14C of the Securities Exchange Act of 1934, as amended, by the Board of Directors of Wind Energy America Inc., a Minnesota corporation. This Information Statement is being furnished to our stockholders of record as of December 1, 2008 for the purpose of informing our stockholders in regards to the following proposed amendment to our Articles of Incorporation.

 

On November 20, 2008, our Board of Directors unanimously approved amending our Articles of Incorporation to increase our authorized shares of common stock from 50,000,000 to 100,000,000 shares. Our Board of Directors also set a date of December 27, 2008 for the date of a special meeting of our shareholders to vote upon this proposed amendment to our Articles of Incorporation, and a notice of this meeting accompanies this Information Statement. The proposed amendment to our Articles of Incorporation is as follows:

 

Article Five — The present Article Five shall be deleted in whole and replaced by the following amendment:

 

The capital stock of this corporation shall consist of 110,000,000 shares, which includes 100,000,000 shares of common stock of $0.05 par value per share, and 10,000,000 shares of preferred stock of no par value per share, with the Board of Directors having the discretion to issue preferred shares in one or more series or classes and further in their discretion being able to fix and determine the rights, designations, preferences, voting status, dividends, or other terms of each class or series of preferred stock.

 

This amendment to the Articles of Incorporation of the Company will become effective upon its being filed with the Secretary of State of Minnesota which we anticipate will occur prior to December 31, 2008, provided that such filing will not occur until 20 days after this Information Statement is first mailed to our stockholders.

 

The entire cost of furnishing this Information Statement will be borne by our corporation. We will request brokerage houses, nominees, custodians, fiduciaries and similar parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.

 

Our Board of Directors has fixed the close of business on December 1, 2008 as the record date for the determination of shareholders who are entitled to receive this Information Statement and its accompanying Notice of Special Meeting of Shareholders. There were 49,854,862 shares of our common stock issued and outstanding on such record date. We anticipate that this Information Statement will be mailed on or about December 5, 2008 to all shareholders of record as of the record date.

 

WE ARE NOT ASKING YOU FOR A PROXY. PLEASE UNDERSTAND THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT TO INFORM YOU IN REGARDS TO THE PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION.

 





Reasons for Proposed Amendment to Articles

 

Increase of Common Shares – Our Board of Directors has decided that we need the proposed increase from 50,000,000 to 100,000,000 common shares for future business flexibility without the requirement of further shareholder action, including issuance of common stock for recent subscriptions, essential future financing activities, and potential future acquisitions. Potential uses of additional authorized common shares may include public or private offerings, reserving shares for convertible securities and stock options or warrants, or if needed for future acquisitions, without undergoing the substantial expense and delay of seeking shareholder approval.

 

The adoption of this amendment to our Articles of Incorporation will not of itself without further action of our directors cause any changes in or to our current capital accounts or outstanding common stock.

 

Effect of Changes to Our Authorized Capital Stock

 

The proposed increase in our authorized common stock will not have any immediate effect on the rights of existing stockholders. In the future, however, our Board of Directors in their sole discretion will have without further shareholder approval the right to issue all increased authorized common stock. To the extent that additional authorized common shares are issued in the future, they will decrease the percentage equity ownership of existing shareholders. Moreover, depending on the price at which they are issued, such additional issuance of common shares could be dilutive to existing shareholders.

 

The proposed increases in our capital stock structure and the subsequent issuance of such shares also could have the effect of delaying or preventing a change in control of our company without involvement of our shareholders. For example, these additional authorized shares could be used to dilute the stock ownership or voting rights of a person seeking to gain control of our company.

 

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

 

As of the record date, December 1, 2008 we had a total of 49,854,862 shares of common stock outstanding. The following table sets forth as of this record date certain information with respect to the beneficial ownership of our common stock by any shareholder known by us to be the beneficial owner of more than 5% of our common stock, as well as by each of our current directors and officers.

 

Beneficial Owner

Number of Shares Owned

Percentage Owned*

 

 

 

Robert A. Williams(1)

943,933

1.9%

Robert O. Knutson(2)

415,000

0.8%

Steven A. McMichael(3)

447,167

0.9%

Boreal Energy Inc.

28,500,000

57.2%

All Officers and Directors as a Group (3 persons)

1,806,1003

3.6%

 

 

(1)

Includes 100,000 shares underlying stock purchase warrants and 248,233 shares in record name of Robert A. Williams Trust.

 

(2)

Includes 100,000 shares underlying stock purchase warrants.

 

(3)

Includes 100,000 shares of record owned by his wife and 285,000 shares owned indirectly through his ownership of 1% of Boreal Energy Inc.

 

All of our principal shareholders, officers and directors have informed us they intend to vote for approval of the proposed amendment to our Articles of Incorporation described in this Information Statement.





Additional Information

 

For more detailed information on our corporation, including financial statements, please refer to our Form 10-K annual report, our l0-Q quarterly reports, and any current Form 8-K reports which have been filed with the SEC from time to time. These reports may be accessed from the SEC’s EDGAR filing database at www.sec.gov.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Wind Energy America Inc. has duly caused this document to be signed by the undersigned hereunto authorized.

 

Dated: November 22, 2008

 

 

WIND ENERGY AMERICA INC.

 

By

/s/ Robert O. Knutson

 

Robert O. Knutson, Managing Director

 









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