In full:WELLSTONE FILTERS, INC.
712 Kitchawan Road
Ossining, New York 10562
INFORMATION STATEMENT
Mailing Date: June 12, 2004
We are not asking you for a proxy and you are
requested not to send us a proxy
General
This Information Statement is furnished to the holders of Common Stock,
$.001 par value per share (the "Common Stock"), of Wellstone Filters, Inc. (the
"Company") on behalf of the Company in connection with a proposed amendment to
the Certificate of Incorporation of the Company to increase the number of
authorized shares of Common Stock from 80,000,000 up to 300,000,000 and an
accompanying five-for-one forward stock split of the Common Stock. This
amendment has already been approved by the consent of persons holding 39,000,000
Shares, which is a majority of the 79,064,095 outstanding shares. YOU ARE NOT
BEING ASKED FOR A PROXY NOR TO VOTE ON THIS MATTER. THIS DOCUMENT IS FOR
INFORMATIONAL PURPOSES ONLY.
The cost of this Information Statement will be borne by the Company.
Record Date
The close of business on June 2, 2004, which is the date of the consent
action by shareholders approving the amendment to its articles, was fixed as the
record date pursuant to Section 228 of the Delaware General Corporation Law
("DGCL").
The voting securities of the Company are the shares of its Common
Stock, of which 79,064,095 shares were issued and outstanding as of June 2,
2004. All outstanding shares of Common Stock are entitled to one vote on each
matter submitted for voting at the Meeting.
Beneficial Ownership of Common Stock
Principal Shareholders, Directors and Officers. The following table
sets forth the beneficial ownership of the Company's Common Stock as of June 2,
2004 by each person known to the Company to own more than five percent (5%) of
the Company's Common Stock and by each of the Company's current directors, and
by all directors and officers of the Company as a group. The table has been
prepared based on information provided to the Company by each shareholder.
<PAGE>
<TABLE>
<CAPTION>
Amount of
Name and Beneficial Percent of
Address Ownership(1) Class
<S> <C> <C> <C>
Jere E. Goyan(3) 125,000 *
Learned Jeremiah Hand(2) 39,000,000 69.1%
Carla Cerami Hand, MD,PhD(2) 39,00,000 69.1%
Anthony Cerami, PhD(2) 7,000,000 12.4%
All officers and directors
as a group (3 persons) 46,125,000 81.2%
</TABLE>
(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of a security). The address of this person is c/o the
Company.
(2) The business address of each of these persons is 712 Kitchawan Road,
Ossining, New York, 10562. Ms. Cerami Hand and Mr. Learned Jeremiah Hand are
wife and husband. The 39,000,000 shares listed as beneficially owned by Mr.
Learned Jeremiah Hand include 33,500,000 shares which are controlled by Carla
Cerami Hand, as stated below. Mr. Hand disclaims beneficial
ownership of such 33,500,000 shares. Ms. Cerami is the sole shareholder of
Cerami Consulting and the shares listed as held by her in the above table
include 5,600,000 shares held of record by Cerami Consulting, which is
controlled by her, 5,500,000 shares held via a trust, and 5,500,000 shares
controlled by Learned Jeremiah Hand. She disclaims beneficial ownership of the
5,500,000 shares controlled by Learned Jeremiah Hand. Such 1,100,000 shares
stated as controlled by Mr. Hand are held through a family limited partnership
controlled by him. Titratable Holdings, Ltd. Dr. Anthony
Cerami is the father of Carla Cerami Hand. Pending the increase in authorized
common stock, one of these shareholders may exchange his or her shares for the
convertible preferred equivalent of their shares.
(3) Includes options to purchase 125,000 shares of common stock.
As of June 2, 2004, there were 140 shareholders of record.
<PAGE>
PROPOSAL NO. 1:
AMENDMENT OF CERTIFICATE OF INCORPORATION
INCREASE OF AUTHORIZED SHARES OF COMPANY'S COMMON STOCK AND
FORWARD STOCK SPLIT
The Shareholders holding a majority of the common stock have
approved an amendment to Article 4 of the Company's Certificate of Incorporation
to increase the number of authorized shares of the Company's Common Stock from
80,000,000 up to 300,000,000 and to effect a five for one forward stock split of
the common stock. The increase in authorized and the forward stock split will be
effected together.
The Company's Certificate of Incorporation presently authorizes
the issuance of 80,000,000 shares of Common Stock having $0.001 par value, of
which 79,064,295 shares were outstanding at the close of business on June 2,
2004.
The Board of Directors has proposed the increase in authorized
common shares in connection with a five-for-one forward split of the common
stock to provide the Board of Directors with greater flexibility in the event
the Board of Directors determines that it is in the best interest of the Company
to issue additional shares to raise capital or to effect an acquisition.
Under the laws of the State of Delaware, authorized, but
unissued and unreserved, shares may be issued for such consideration (not less
than par value) and purposes as the Board of Directors may determine without
further action by the shareholders. The issuance of such additional
shares may, under certain circumstances, result in the dilution of the equity
or earnings per share of the existing shareholders.
Although the Board of Directors has no present intent to do so,
the unissued and authorized shares of the Company could be issued as defense
to an attempted takeover of the Company and may have an anti-takeover effect.
Management is not aware of any effort on the part of any
person to acquire control of the Company.
The additional shares of Common Stock authorized by this
proposed amendment will, if and when issued, have the same rights and privileges
as the shares of Common Stock currently authorized. Holders of shares of
Common Stock of the Company have no preemptive rights.
The amendment will be filed with an effective date with the
Delaware Secretary of State no less than twenty days after the mailing of the
Information Statement.
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IMHO - GLTA - Reductio Ad Absurdum