UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report February 17, 2004
Nexia Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-22128D 84-1062062
(SEC File Number) (IRS Employer Identification Number)
c/o, Richard D. Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number,including area code)
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AND
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14c-5(d)(2)
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Nexia Holdings, Inc.
268 West 400 South, #300, Salt Lake City, UT 84101
(801) 575-8073
To the Stockholders of Nexia Holdings, Inc.:
This Information Statement is furnished to the stockholders of Nexia Holdings,
Inc., a Nevada corporation (Nexia), in connection with the following corporate
action in connection with resolutions of the Board of Directors and the written
consent of holders of in excess of 50% of the common stock of Nexia providing
for an amendment of the Articles of Incorporation as follows:
o Amendment to the Certificate of Incorporation increasing the number
of authorized $0.001 par value shares of the Common Stock from
1,000,000,000 to 10,000,000,000. The number of preferred shares
authorized will remain as currently authorized at 50,000,000.
Nexia is not asking you for a proxy and you are requested to not send a proxy.
Only stockholders of record at the close of business on February 17, 2004 shall
be given a copy of the Information Statement.
By Order of the Board of Directors
Richard Surber
/s/----------------------
Richard Surber, President
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This information statement is being furnished to all holders of the common stock
of Nexia in connection with the Proposed Action by Written Consent to amend the
Articles of Incorporation to increase the number of authorized common shares to
10,000,000,000.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Nexia Holdings, Inc., a Nevada Company ("Nexia"), in connection with
resolutions of the Board of Directors and the written consent of the holders of
in excess of 50% of the common stock of Nexia providing for the amendment of the
Articles of Incorporation, which will provide for an increase in the number of
authorized common shares to 10,000,000,000 and remove any statement of par value
from the common stock.
The Board of Directors and persons owning a majority of the outstanding voting
securities of Nexia have unanimously adopted, ratified and approved the proposed
amendment of Nexia's Articles of Incorporation. No other votes are required or
necessary. See the caption "Vote Required for Approval" below. The amendment
will become effective upon final acceptance and filing with the Nevada Secretary
of State's office.
The Form 10-QSB for quarterly period ended September 30, 2003, filed by Nexia
with the Securities and Exchange Commission may be viewed on the Securities and
Exchange Commissions web site at www.sec.gov in the Edgar Archives. Nexia is
presently current in the filing of all reports required to be filed by it. See
the caption Additional Information, below.
INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
Nexia's Articles of Incorporation, as currently in effect, authorizes Nexia to
issue up to 1,000,000,000 shares of common stock, par value $0.001 per share.
The Board of Directors has proposed an increase in the number of authorized
shares of the common stock of Nexia. Upon the approval by the consenting
shareholders holdings a majority of the outstanding voting securities and then
the filing of the Amended Articles of Incorporation, Nexia will be authorized to
issue 10,000,000,000 shares of common stock, no stated par value per share and
50,000,000 shares of preferred stock, $0.001 par value per share.
The Board of Directors believes that it is in Nexia's and Nexia's stockholders'
best interests to increase the availability of additional authorized but
unissued capital stock to provide Nexia with the flexibility to issue equity for
other proper corporate purposes which may be identified in the future. Such
future activities may include, without limitation, raising equity capital,
adopting Employee Stock Plans or making acquisitions through the use of stock.
The Board of Directors has no immediate plans, understandings, agreements or
commitments to issue additional shares of stock for any purpose.
The Board of Directors believes that the increase in authorized capital will
make a sufficient number of shares available, should Nexia decide to use its
shares for one or more of such previously mentioned purposes or otherwise. Nexia
reserves the right to seek a further increase in authorized shares from time to
time in the future as considered appropriate by the Board of Directors.
The increased capital will provide the Board of Directors with the ability to
issue additional shares of stock without further vote of the stockholders of
Nexia, except as provided under Nevada corporate law or under the rules of any
national securities exchange on which shares of stock of Nexia are then listed.
Under Nexia's Articles, the Nexia stockholders do not have preemptive rights to
subscribe to additional securities which may
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be issued by Nexia, which means that current stockholders do not have a prior
right to purchase any new issue of capital stock of Nexia in order to maintain
their proportionate ownership of Nexia's stock. In addition, if the Board of
Directors elects to issue additional shares of stock, such issuance could have a
dilutive effect on the earnings per share, voting power and shareholdings of
current stockholders.
In addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover or
transfer of control of Nexia by causing such additional authorized shares to be
issued to holders who might side with the Board in opposing a takeover bid that
the Board of Directors determines is not in the best interests of Nexia and our
stockholders. The increased authorized capital therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital may
limit the opportunity for Nexia stockholders to dispose of their shares at the
higher price generally available in takeover attempts or that may be available
under a merger proposal. The increased authorized capital may have the effect of
permitting Nexia's current management, including the current Board of Directors,
to retain its position, and place it in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of
Nexia's business. However, the Board of Directors is not aware of any attempt to
take control of Nexia and the Board of Directors did not propose the increase in
Nexia's authorized capital with the intent that it be utilized as a type of
anti-takeover device.
The relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock, nor the
authorization of a class of preferred shares. Each share of common stock will
continue to entitle its owner to one vote. As a result of the increased
authorization, the potential number of shares of common stock outstanding will
be increased.
QUESTIONS AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF
AUTHORIZED COMMON STOCK AND THE AUTHORIZATION OF A CLASS OF PREFERRED STOCK
Q. WHY HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF COMMON SHARES?
A. Our Board of Directors believes that the authorized shares of Common Stock
remaining available for future issuance is not sufficient to enable Nexia to
respond to potential business opportunities and to pursue important objectives
that may be anticipated. Accordingly, our Board of Directors believes that it is
in our best interests to increase the number of authorized shares of Common
Stock as proposed. Our Board of Directors believes that the availability of such
shares will provide us with the flexibility to issue Common Stock for proper
corporate purposes that may be identified by our Board of Directors from time to
time, such as financing, acquisitions, compensation of employees, the
establishment of strategic business relationships with other companies or the
expansion of Nexia's business or product lines through the acquisition of other
businesses or products. The increase in the number of authorized shares of
common stock is recommended by Nexia's Board in order to provide a sufficient
reserve of such shares for the future growth and needs of Nexia.
The Board of Directors also believes the availability of additional shares of
Common Stock will enable Nexia to attract and retain talented employees,
directors and consultants through the grant of stock options and other
stock-based incentives.
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Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO INCREASE THE NUMBER OF
COMMON SHARES?
A. The four members of the Board of Directors have approved the increase in the
number of common shares as is in the best interest of Nexia and the best
interest of the current shareholders of Nexia.
Q. WILL I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A
RESULT OF THESE PROPOSALS?
A. As a current shareholder of Nexia your class of stock and the number of
shares that you hold will not be affected or change as a result of the adoption
of the proposals. For example, a current holder of 500 shares of common stock
will remain a holder of 500 shares of common stock.
Q. WILL THE CHANGES TO THE ARTICLES OF INCORPORATION RESULT IN ANY TAX LIABILITY
TO ME? A. The proposed changes are intended to be tax free for federal income
tax purposes.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposal, the affirmative vote of a majority of the votes cast
at the special meeting is required. Consents in favor of the proposal have
already been received from shareholders holding a majority of the voting
securities of Nexia.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Company will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Richard Surber, President of Nexia, 268 West 400 South, #300,
Salt Lake City, Utah 84101 (801) 575-8073, ext. 106.
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration and must be approved by a majority of the
outstanding voting securities.
The Board of Directors of Nexia have adopted, ratified and approved the change
in the authorized shares of Nexia and submit the proposed changes to the
shareholders for their approval. The securities that are entitled to vote to
amend Nexia's Articles of Incorporation consist of issued and outstanding shares
of Nexia's $0.001 par value common voting stock outstanding on February 17,
2004, the record date for determining shareholders who are entitled to notice of
and to vote on the proposed amendment to Nexia's Certificate of Incorporation.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's
rights in connection with the proposed restatement of the Articles of
Incorporation.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors fixed the close of business on February 17, 2004 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
At the record date, Nexia had issued and outstanding 430,002,760 shares of
$0.001 par value common stock. Shareholders and corporations holding a
controlling interest equaling more than fifty percent (52%) of the $0.001 par
value common stock of Nexia as of the record date, representing more than a
majority of Nexia's outstanding common stock. The shareholders have consented to
the action required to adopt the amendment of Nexia's Articles of Incorporation.
This consent was sufficient, without any further action, to provide the
necessary stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of
Nexia's Common Stock, as of February 17, 2004 by (i) each person who is known by
Nexia to own beneficially more than five percent (5%) of the outstanding shares
of Common Stock; (ii) each of Nexia's named Executive Officers and Directors;
and (iii) all Directors and Executive Officers as a group:
AMOUNT &
TITLE OF NAME AND ADDRESS OF NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OF CLASS
OWNERSHIP
---------------- -------------------------------- ------------------- ----------
Common Stock Richard Surber, President & Director 127,174,949(1,2) 29.57
($0.001 par value) 268 West 400 South, Suite 306
Salt Lake City, Utah 84101
Common Stock Axia Group, Inc. 4,013,450(3) 0.93%
($0.001 par value) 268 West 400 South ,Suite 300 9,100,012 2.12%
Salt Lake City, Utah 84101(3)
Common Stock John E. Fry, Jr., Director 23,008,840 5.35%
($0.001 par value) 3619 Lakeview Road
Carson City, Nevada 89703
Common Stock Gerald Einhorn, VP & Director 13,300,000 3.09%
($0.001 par value) 268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock Adrienne Bernstein, Director 12,956,304 3.01%
($0.001 par value) 268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock Oasis International Hotel & Casino,Inc. 2,654,271(1) 0.62%
($0.001 par value) 268 West 400 South, #300
Salt Lake City, Utah 84101
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Common Stock Hudson Consulting Group, Inc. 17,384,069(1) 4.04%
($0.001 par value) 268 West 400 South, #300
Salt Lake City, Utah 84101
Common Stock Directors and Executive Officers as a Group 190,771,137 44.36%
($0.001) par value
(1) The shares owned by Hudson Consulting Group, Inc., Oasis International Hotel
& Casino, Inc., and Axia Group, Inc. are attributed beneficially to Richard D.
Surber due to his position as an officer and director in each of the said
corporations.
(2) Richard Surber may be deemed a beneficial owner of 127,174,949 shares of the
Company's common stock by virtue of his position as an officer and director of
Hudson Consulting Group, Inc. (17,384,069 shares), Axia Group, Inc. (4,013,450
shares) (9,100,012 shares), and Oasis International Hotel & Casino, Inc.
(2,654,271 shares). Of the 110,593,573 common shares beneficially owned, Mr.
Surber personally owns 94,023,147 shares. (3) Axia Group, Inc. holds 4,013,438
shares of the Company's common stock as a trustee for Axia shareholders entitled
to these shares in the December 2002 distribution by Axia but for which
shareholders a valid and current address could not be located.
As of February 17, 2004, Nexia had 430,002,760 shares of its common voting stock
issued and outstanding.
ITEM 5.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to Nexia's Articles of Incorporation or in any action
covered by the related resolutions adopted by the Board of Directors, which is
not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Nexia Holdings, Inc. including its Form 10-KSB
annual report for the year ended December 31, 2002 and quarterly reports on Form
10-QSB for the past two quarters, which have been filed with the Securities and
Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov.
Dated: March 4, 2004
By Order of the Board of Directors
/s/ Richard Surber
Richard Surber, President and Director
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Exhibit "A"
STATE OF NEVADA
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
NEXIA HOLDINGS, INC.
Nexia Holdings, Inc., Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Nevada.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Nexia Holdings, Inc.
resolutions were duly adopted setting forth a proposed amendment of the Articles
of Incorporation of said corporation, declaring said amendment to be advisable
and receiving the consent of a majority of the stockholders of said corporation
in consent thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Articles of Incorporation of this corporation be amended by
changing the Article thereof numbered " Fourth" so that, as amended, said
Article shall be and read as follows:
FOURTH. The stock of the corporation is divided into two classes: (1)
common stock in the amount of ten billion (10,000,000,000) shares having
no stated par value each, and (2) preferred stock in the amount of fifty
million (50,000,000) shares having par value of $0.001 each. The Board of
Directors shall have the authority, by resolution or resolutions, to
divide the preferred stock into series, to establish and fix the
distinguishing designation of each such series and the number of shares
thereof (which number, by like action of the Board of Directors from time
to time thereafter may be increased, except when otherwise provided by the
Board of Directors in creating such series, or may be decreased, but not
below the number of shares thereof then outstanding) and, within the
limitations of applicable law of the State of Nevada or as otherwise set
forth in this article, to fix and determine the relative rights and
preferences of the shares of each series so established prior to the
issuance, thereof. There shall be no cumulative voting by shareholders.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
consent of a majority of the stockholders of said corporation was duly received
and the necessary number of shares as required by statute consent to the
amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
the General Corporation Law of the State of Nevada,
IN WITNESS WHEREOF, said corporation, Nexia Holdings, Inc. has caused this
certificate to be signed by, Richard Surber, an Authorized Officer,
this Day of , 2004.
------ -----------------------
Richard Surber
/s/-------------------------------
Richard Surber, President, and Director
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