posted
They are doubling there share count. I would not get in this until after the secondary.
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VERIDIUM CORPORATION 535 West 34th Street, Suite 203 New York, NY 10001
INFORMATION STATEMENT
To the Holders of Our Voting Stock:
The purpose of this Information Statement is to notify you that the holders of shares representing a majority of the voting power of Veridium Corporation have given their written consent to a resolution adopted by the Board of Directors of Veridium to amend the certificate of incorporation of Veridium so as to increase the number of shares of authorized common stock from 250,000,000 shares to 500,000,000 shares. We anticipate that this Information Statement will be mailed on May 1, 2006 to shareholders of record. On or after May 22, 2006, the amendment to the Certificate of Incorporation will be filed with the Delaware Secretary of State and become effective.
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We determined the shareholders of record for purposes of this shareholder action at the close of business on March 24, 2006 (the "Record Date"). The table below lists the authorized voting stock as of the Record Date, the number of shares of each class that were outstanding on the Record Date, and the voting power of each class.
Security Authorized Outstanding Voting Power -------- ----------- ----------- ------------ Common Stock 250,000,000 192,035,217 192,035,217
Series D Preferred Stock 1,000,000 1,000,000 448,082,173 ----------- 640,117,390
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Name and Address Percentage Series D Percentage Percentage of of Beneficial Owner(1) Common of Class Preferred of Class Voting Power ---------------------- ------ ---------- --------- ---------- ------------- Kevin Kreisler(2) -- 0% 1,000,000 100% 70%
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AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK
On March 24, 2006, Veridium's Board of Directors approved an amendment to Veridium's Certificate of Incorporation. On March 24, 2006, the holder of a majority of the voting power of the outstanding voting stock gave its written consent to the amendment. The amendment will be filed and become effective approximately twenty days after this Information Statement is mailed to the shareholders.
The effect of the amendment will be to increase the number of authorized shares of common stock, $.001 par value, from 250,000,000 to 500,000,000.
At the present time, 243,256,317 of the 250,000,000 authorized common shares have been issued and are outstanding, leaving only 6,743,683 available for issuance. The Board of Directors and the majority shareholder have approved the increase in authorized common stock in order to provide Veridium with flexibility in pursuing its long-term business objectives. The primary long-term reasons for the increase are:
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In addition, there are outstanding debentures issued by Veridium that are convertible, at the instance of the debt-holders, into Veridium common stoc and warrants issued by Veridium that are exercisable for common stock. The following table shows the derivative securities currently outstanding that may result in the issuance of more than 1,000,000 common shares:
(1) The principal amount and accrued interest on the Convertible Secured Notes are convertible by the holder into common stock at a conversion rate equal to 80% of the market price, as defined in the Notes. At the market price of $28 1/2 on April 24, 2006, the Convertible Secured Notes could be converted into 1,754,385 common shares.
(2) There are five five-year Warrants that were issued in connection with the sale of the Secured Convertible Debentures on April 13, 2006. One permits the purchase of 10,000,000 shares at $.10 per share. One permits the purchase of 10,000,000 shares at $.20 per share. One permits the purchase of 20,000,000 shares at $.25 per share. One permits the purchase of 25,000,000 shares at $.50 per share.
Conversion of those debentures would improve Veridium's balance sheet by reducing its debt to equity ratio, and increase its ability to obtain future financing. However, conversion would also dilute the interest of current shareholders in the equity in Veridium. The additional authorized common stock is necessary to accommodate those conversions, should they occur.
The amendment of the Certificate of Incorporation will increase the number of common shares available for issuance by the Board of Directors from 6,743,683 to 256,743,683. The Board of Directors will be authorized to issue the additional common shares without having to obtain the approval of Veridium's shareholders. Delaware law requires that the Board use its reasonable business
judgment to assure that Veridium obtains "fair value" when it issues shares. Nevertheless, the issuance of the additional shares would dilute the proportionate interest of current shareholders in Veridium. The issuance of the additional shares could also result in the dilution of the value of shares now outstanding, if the terms on which the shares were issued were less favorable than the current market value of Veridium common stock.
The amendment of the Certificate of Incorporation is not being done for the purpose of impeding any takeover attempt, and Management is not aware of any person who is acquiring or plans to acquire control of Veridium. Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without shareholder approval has potential utility as a device to discourage or impede a takeover of Veridium. In the event that a non-negotiated takeover were attempted, the private placement of stock into "friendly" hands, for example, could make Veridium unattractive to the party seeking control of Veridium. This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the party seeking control or who would favor a change in control.
posted
i think it will take time for the shares to float in.. this thing would have had another run tomorrow if the news was not out..damn .. dont these guys follow investors psyche????? anyways.. really bad news.. but i will still try its resistance * 0.22. looks like its holding well at that point. GLTA!
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quote:Originally posted by daytrader1: .. dont these guys follow investors psyche?????
No, these folks put business and shareholders first. It's not a pump and dump. Good time to wait for a better entry pps, but shares are needed for growth - IMO.
posted
It will obviously drift up and down, but when they dilute, bombs away. I can see this touching low teens again. Not much lower though based on valuation, and future prospects. My opinion though guys. Good luck.
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quote:Originally posted by letitrideboy: hehe I sold at .22 for a 145% profit weeeeeeee (sorry it was my first big win)
Good for you. You should take 50% and put it in something relatively safe, and let the rest ride. It has been my str. for a long while. Haven't faltered yet.
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posted
lol thanks Vicki!!! This is very true, although my win here made up for my SPZI I am still in!! I am so shocked at SPZI, I thought it would go up when they released the new program and what not. Stuck holding that until it goes up although I believe it is a very good company and it will make it back. I still may get my money plus some profit out of JPHC, keep your fingers crossed for us!
quote:Originally posted by letitrideboy: lol thanks Vicki!!! This is very true, although my win here made up for my SPZI I am still in!! I am so shocked at SPZI, I thought it would go up when they released the new program and what not. Stuck holding that until it goes up although I believe it is a very good company and it will make it back. I still may get my money plus some profit out of JPHC, keep your fingers crossed for us!
Well, I'm still in QBID not cause I want to but cause I have no other choice.
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posted
lol we are all in the same stocks here huh? Yeah I got Qbid as a rookie mistake, only 100 bucks though! I figured what theh ell that is a nitch market, did no DD so my fault. But I didn't expect anything. any .0001 stock I buy is 100 bucks and I look at it as a lottery ticket. I have been trying to sell my lottery ticket though for over a week, no bites lol
quote:Originally posted by letitrideboy: lol we are all in the same stocks here huh? Yeah I got Qbid as a rookie mistake, only 100 bucks though! I figured what theh ell that is a nitch market, did no DD so my fault. But I didn't expect anything. any .0001 stock I buy is 100 bucks and I look at it as a lottery ticket. I have been trying to sell my lottery ticket though for over a week, no bites lol
QBID was my first penny stock and I didn't have a clue about trading penny stocks. I wish I had invested only $100 bucks! My track record hasn't gotten any better with the fiasco with JPHC!
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posted
aww!! Well I took Supermans hint and looked into and got into VRDM back at.09 and sold at .22 man oh man is it hard to decide when to sell!! the key is to listen to your on heart when buying. And learn who does good DD and gives good honest advice when posting a stock here. Like i said superman is a good guy. there are a few more, just figure it out and learn from them. Why do they say buy? is it because of real DD or is it because they got some and don't want to be left alone in it lol
quote:Originally posted by letitrideboy: aww!! Well I took Supermans hint and looked into and got into VRDM back at.09 and sold at .22 man oh man is it hard to decide when to sell!! the key is to listen to your on heart when buying. And learn who does good DD and gives good honest advice when posting a stock here. Like i said superman is a good guy. there are a few more, just figure it out and learn from them. Why do they say buy? is it because of real DD or is it because they got some and don't want to be left alone in it lol
Good advice - thanks. I know what you mean about tryin to figure out when to sell...sold RSHN too early!
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posted
If they plan on closing about 12 more deals we can expect good PR and higher price. Much more upside to this one. I think you have to be in this one when the news comes out, even with the possibility of additional share offering. But I do like GSHF better. Even more PR opps and more diversification. Cheaper too.
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