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
Check the
appropriate box:
o Preliminary
Information Statement
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o Confidential,
For Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
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x Definitive
Information Statement
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NF
ENERGY SAVING CORPORATION
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(Name
of Registrant as Specified in Its
Charter)
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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 Rule0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(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:
NF
ENERGY SAVING CORPORATION
21-Jia
Bei Si Dong Road, Tie Xi Qu
Shenyang,
P. R. China 110021
Telephone
Number: (8624) 2560-9750
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
June 4, 2010
To our
Stockholders:
Enclosed
please find an information statement providing information to you regarding an
action taken by some of our stockholders to authorize a reverse stock split of
NF Energy Saving Corporation’s outstanding common stock at a ratio resulting in
a reduction of the aggregate number of shares of outstanding common stock from
anywhere between 10% (i.e. 10:9) to 500% (i.e. 5:1), as decided by the Board of
Directors of NF Energy Saving Corporation in its discretion, to take effect at
such time within three months of the date hereof as determined by the Board of
Directors in its discretion. These actions were approved by written
consent in lieu of a meeting of stockholders by those stockholders holding a
majority of our issued and outstanding common stock entitled to vote on the
record date.
Your
vote is not required to approve any of these actions, and the enclosed
information statement is not a request for your vote or a proxy.
The
accompanying information statement is for information
purposes. Please read the accompanying information statement
carefully.
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By
Order of the Board of Directors,
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Gang
Li
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Chairman
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INFORMATION
STATEMENT
FOR
NF
ENERGY SAVING CORPORATION
21-Jia
Bei Si Dong Road, Tie Xi Qu
Shenyang,
P. R. China 110021
Telephone
Number: (8624) 2560-9750
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This
information statement is first being furnished on or about June 4, 2010 to the
holders of record as of the close of business on May 27, 2010 (the "Notice Date") of the
common stock, par value $0.001 per share (the "Common Stock"), of NF
Energy Saving Corporation (referred to in this information statement as "we",
"us", "our", "the Company", or "NF Energy").
This
information statement is being furnished to our stockholders to inform them
about the transactions described in this information statement. This
information statement is being filed with the U.S. Securities and Exchange
Commission pursuant to Section 14(c) of the Securities Exchange Act of 1934, as
amended (the "Exchange
Act"), and provided to the Company's stockholders pursuant to Rule 14c-2
promulgated under the Exchange Act.
We will
pay all costs associated with the distribution of this information statement,
including the costs of printing and mailing. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this information statement to the
beneficial owners of our Common Stock.
The date
of this information statement is June 4, 2010.
QUESTIONS
AND ANSWERS ABOUT THIS INFORMATION STATEMENT
Two of
the Company's stockholders executed a written consent in lieu of meeting
pursuant to Section 228 of the Delaware General Corporation Law in which the
stockholders authorized the Company's Board of Directors to conduct a reverse
stock split as further described in this information statement.
The
following questions and answers address briefly some questions you may have
regarding this information statement. These questions and answers may
not address all questions that may be important to you as a
stockholder. Please refer to the more detailed information contained
elsewhere in this information statement.
Q:
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Why
did you send me this information
statement?
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A:
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We
sent you this information statement to inform you about a recent action
taken by holders of a majority of the voting power of the Company's issued
and outstanding Common Stock by executing a written consent in lieu of
meeting. You are not required to take any action with respect
to any of the information set forth in this information
statement.
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Q:
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Will
the actions taken by written consent also be submitted to all of the
Company's stockholders for
approval?
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A:
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No.
Under Section 228 of the General Corporation Law of the State of Delaware,
stockholder action taken by written consent in lieu of a meeting is
effective as if taken at a meeting of the Company's
stockholders. No further stockholder approval is necessary and
there will be no meeting specifically called for the purpose of approving
again the actions taken by written consent described
herein.
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Q:
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How
many shares of the Common Stock were eligible to consent to the actions
described in this information
statement?
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A:
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On
May 24, 2010, there were 13,315,486 shares of Common Stock issued and
outstanding. On that day, two stockholders holding 6,810,296
shares took action by written consent. Each share of Common Stock entitled
the holder thereof to one vote on each matter that may come before a
meeting of the Company's stockholders or on actions taken by written
consent in lieu of meeting.
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Q:
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What
vote was required to authorize and approve the actions taken by written
consent in lieu of meeting?
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A:
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Under
Delaware law and pursuant to the Company's Certificate of Incorporation
and bylaws, any action required or permitted to be taken at a meeting of
the Company's stockholders may be taken without a meeting if, before or
after the action, a written consent thereto is signed by stockholders
holding at least a majority of the voting power entitled to consent
thereto on the Record Date. Two stockholders holding an
aggregate of 51.1% of the voting power executed the written
consent.
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Q:
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Do
the Company's stockholders have any dissenters' rights or rights of
appraisal with respect to the actions described in this information
statement?
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A:
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No.
Under Delaware law, our stockholders do not have dissenters’ or appraisal
rights in connection with the stockholder actions taken by written consent
in lieu of meeting described in this information
statement.
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Q:
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At
what point may the Company take the actions approved by the Company's
stockholders in the written consent in lieu of
meeting?
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A:
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We
may effect the reverse stock split no sooner than 20 days after the
mailing of this information statement to our
stockholders.
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Q:
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What
special interests apart from the other stockholders do the Company’s
directors and executive officers have in these
actions?
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A:
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No
director, executive officer or any other person has any substantial
interest, direct or indirect, through security holdings or otherwise, in
any action covered by the written consent approved by the stockholders,
which is not shared by all other
stockholders.
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Q:
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Where
can I find out more information about the
Company?
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A:
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We
are subject to the informational requirements of the Exchange Act which
require that we file reports, proxy statements and other information with
the SEC. The SEC maintains a website on the Internet that
contains reports, proxy and information statements and other information
regarding registrants, including us, that file electronically with the
SEC. The SEC's website address is http://www.sec.gov. In
addition, our Exchange Act filings may be inspected and copied at the
SEC's Public Reference Room located at 100 F. Street, N.E., Washington,
D.C. 20549. Copies of our Annual Report on Form 10-K for the
year ended December 31, 2009 may be obtained without charge upon request
made to NF Energy Saving Corporation, 21-Jia Bei Si Dong Road, Tie Xi Qu
Shenyang, P. R. China 110021, Attention: Corporate
Secretary.
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AUTHORIZATION
OF REVERSE STOCK SPLIT
Stockholders
holding 51.1% of the voting power of the Company's issued and outstanding Common
Stock executed a written consent in lieu of meeting authorizing our Board of
Directors to (i) effect a reverse stock split of the Company's outstanding
Common Stock at a ratio resulting in a reduction of the aggregate number of
shares of outstanding Common Stock from anywhere between 10% (i.e. 10:9) to 500%
(i.e. 5:1), as decided by the Board of Directors of the Company in its
discretion, to take effect at such time within three months of the date hereof
as determined by the Board of Directors in its discretion; (ii) limit the
application of the reverse stock split so as to preserve the number of round
lots; and (iii) preserve the number of currently authorized shares of Common
Stock.
Purpose of the Reverse Stock
Split
A reverse
stock split typically will initially result in an increase in the price per
share of our Common Stock. The Board of Directors believes that an increased
stock price may encourage investor interest and improve the marketability and
liquidity of our Common Stock. In addition, the Company may in the future seek a
listing on a national exchange, for which a higher stock price than the current
price will be required. Because of the trading volatility often associated with
low-priced stocks, many brokerage firms and institutional investors have
internal policies and practices that either prohibit them from investing in
low-priced stocks or tend to discourage individual brokers from recommending
low-priced stocks to their customers. Some of those policies and practices may
function to make the processing of trades in low-priced stocks economically
unattractive to brokers and investors. The Board of Directors believes that the
anticipated higher market price resulting from a reverse stock split may reduce,
to some extent, the negative effects on the liquidity and marketability of the
Common Stock inherent in some of the policies and practices of institutional
investors and brokerage firms described above. Additionally, because
brokers’ commissions on low-priced stocks generally represent a higher
percentage of the stock price than commissions on higher-priced stocks, the
current average price per share of our Common Stock can result in individual
stockholders paying transaction costs representing a higher percentage of their
total share value than would be the case if the share price were substantially
higher.
Potential Risks of the
Reverse Stock Split
There can
be no assurance that the bid price of our Common Stock will continue at a level
in proportion to the reduction in the number of outstanding shares resulting
from the reverse stock split. Further, we cannot give any assurances
that the reverse stock split will encourage investor interest and improve the
marketability and liquidity of our Common Stock.
Additionally,
the liquidity of our Common Stock could be adversely affected by the reduced
number of shares outstanding after the reverse stock split. Although the Board
of Directors believes that a higher stock price may help generate investor
interest, there can be no assurance that the reverse stock split will result in
a per-share price that will attract institutional investors or investment funds
or that such share price will satisfy the investing guidelines of institutional
investors or investment funds. As a result, any decreased liquidity
that may result from having fewer shares outstanding may not be offset by
increased investor interest in our Common Stock.
Principal Effects of the
Reverse Stock Split
Common
Stock
After the
effective date of the reverse stock split, each stockholder will own fewer
shares of our Common Stock. However, the reverse stock split will
affect all of our stockholders uniformly and will not affect any stockholder's
percentage ownership interests in us, except to the extent that the reverse
stock split results in any of our stockholders receiving additional shares as a
result of the preservation of round lots or owning a fractional share that is
rounded up, each as described below. The number of stockholders of
record will not be affected by the reverse stock split. Proportionate voting
rights and other rights and preferences of the holders of our Common Stock will
not be affected by the reverse stock split other than as a result of the
preservation of round lots and rounding up of fractional shares. All shares
underlying outstanding warrants will also be automatically adjusted on the
effective date
The
reverse stock split will not change the number of authorized shares of the
Common Stock as designated by our Certificate of
Incorporation. Therefore, because the number of issued and
outstanding shares of Common Stock will decrease, the number of shares remaining
available for issuance under our authorized pool of Common Stock will
increase.
These
additional shares of Common Stock will be available for issuance from time to
time for corporate purposes such as raising additional capital, acquisitions of
companies or assets and sales of stock or securities convertible into or
exercisable for Common Stock, among other things. We believe that the
availability of the additional shares will provide us with the flexibility to
meet business needs as they arise and to take advantage of favorable
opportunities. If we issue additional shares for any of these
purposes, the ownership interest of our current stockholders would be
diluted. Although we continually examine potential acquisitions of
companies or assets or other favorable opportunities, there are no current plans
or arrangements to issue any additional shares of our Common Stock for such
purposes.
The
action to authorize the reverse stock split has been prompted solely by the
business considerations discussed in the preceding
paragraphs. Nevertheless, the additional shares of Common Stock that
would become available for issuance if a reverse stock split is effected could
also be used by the Company's management to oppose a hostile takeover attempt or
delay or prevent changes in control or changes in or removal of management,
including transactions that are favored by a majority of the stockholders or in
which the stockholders might otherwise receive a premium for their shares over
then-current market prices or benefit in some other manner. For
example, without further stockholder approval, the Board of Directors could sell
shares of Common Stock in a private transaction to purchasers who would oppose a
takeover or favor the current Board of Directors. The Board of
Directors is not aware of any pending takeover or other transactions that would
result in a change in control of the Company, and the proposal was not adopted
to thwart any such efforts.
Preservation
of Round Lots
The Board
of Directors has authorized the Company’s officers to limit the application of
the reverse stock split to certain stockholders so as to preserve the number of
round lots, as such officers determine in their discretion. In addition, the
Board has authorized the Company to issue up to 100,000 shares of Common Stock
so as to maintain round lots.
Fractional
Shares
No
fractional shares of our Common Stock will be issued as a result of the proposed
reverse stock split. In lieu of issuing fractional shares, we will
round fractions up to the nearest whole share.
Implementation
and Exchange of Stock Certificates
As of the
effective date of the reverse stock split, if implemented by our Board of
Directors, each certificate representing shares of our Common Stock before the
reverse stock split would be deemed, for all corporate purposes, to evidence
ownership of the reduced number of shares of our Common Stock resulting from the
reverse stock split.
Our
transfer agent, Corporate Stock Transfer, will be available to effect the
exchange of stock certificates. After the effective date, stockholders and
holders of securities exercisable for our Common Stock will be notified of the
effectiveness of the reverse stock split. Stockholders of record will
receive a letter requesting them to surrender their old stock certificates for
new stock certificates reflecting the adjusted number of shares as a result of
the reverse stock split. Persons who hold their shares in brokerage
accounts or "street name" will not be required to take any further actions to
effect the exchange of their shares. No new certificates will be
issued to a stockholder until such stockholder has surrendered any outstanding
certificates to the transfer agent. Until surrendered, each certificate
representing shares before the reverse stock split will continue to be valid and
will represent the adjusted number of shares based on the ratio of the reverse
stock split. Stockholders should not destroy any stock certificate and should
not submit any certificates until they receive a letter from the transfer
agent.
Material U.S. Federal Income
Tax Considerations
TO ENSURE
COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL REVENUE SERVICE, WE
INFORM YOU THAT ANY FEDERAL TAX ADVICE CONTAINED IN THIS INFORMATION STATEMENT
IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR PURPOSES OF (I)
AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (II)
PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR
TAX-RELATED MATTER ADDRESSED HEREIN. YOU ARE ENCOURAGED TO CONSULT
YOUR TAX ADVISOR TO DETERMINE FOR YOURSELF THE TAX EFFECTS OF THE REVERSE STOCK
SPLIT, IF ANY, INCLUDING SUCH TAX EFFECTS UNDER STATE, LOCAL AND FOREIGN TAX
LAWS.
The
following discussion sets forth the anticipated material U.S. federal income tax
consequences that management believes will apply to us and our stockholders who
are U.S. holders at the effective time of the reverse stock split, if
any. This discussion does not address the tax consequences of
transactions effectuated prior to or after the reverse stock split, including,
without limitation, the tax consequences of the exercise of options, warrants or
similar rights to purchase stock. Furthermore, no foreign, state or local tax
considerations are addressed herein. For this purpose, a U.S. holder is a
stockholder that is: (a) a citizen or resident of the United States,
(b) a domestic corporation, (c) an estate whose income is subject to U.S.
federal income tax regardless of its source, or (iv) a trust if a U.S. court can
exercise primary supervision over the trust's administration and one or more
U.S. persons are authorized to control all substantial decisions of the
trust.
The
following discussion is not binding on the Internal Revenue Service. The
following discussion is based upon the Internal Revenue Code, laws, regulations,
rulings and decisions in effect as of the date of this information statement,
all of which are subject to change, possibly with retroactive
effect. Holders of shares of the Common Stock are strongly urged to
consult their tax advisors as to the specific tax consequences to them of the
reverses stock split, including the applicability and effect of federal, state,
local and foreign income and other tax laws in their particular
circumstances.
No gain
or loss should be recognized by a stockholder upon his or her exchange of
pre-reverse stock split shares for post-reverse stock split
shares. The aggregate tax basis of the post-reverse stock split
shares received (including any fraction of a new share deemed to have been
received) will be the same as the stockholder's aggregate tax basis in the
pre-reverse stock split shares exchanged therefor. The stockholder's
holding period for the post-reverse stock split shares will include the period
during which the stockholder held the pre-reverse stock split shares surrendered
in the reverse stock split.
The
Company should not recognize any gain or loss as a result of the reverse stock
split.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth as of May 27, 2010 the beneficial ownership of our
Common Stock by (a) each person or group of persons known to us to beneficially
own more than 5% of the outstanding shares of our Common Stock, (b) each of our
directors and executive officers, and (c) all of our directors and executive
officers as a group.
To our
knowledge, unless otherwise indicated in the footnotes to the table and subject
to community property laws where applicable, each stockholder named in the
table has sole voting and investment power with respect to the shares shown as
beneficially owned by such stockholder.
Beneficial
ownership is determined in accordance with Rule 13d-3 promulgated under the
Exchange Act. In computing the number of shares beneficially owned by
a person or a group and the percentage ownership of that person or group, shares
of our Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days after the date hereof are deemed outstanding, but are
not deemed outstanding for the purpose of computing the percentage ownership of
any other person. As of May 27, 2010, we had 13,315,486 issued and outstanding
shares of Common Stock.
Name and Address of Beneficial
Owner(s)
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Amount
and Nature
of Beneficial
Ownership
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Percentage
of
Beneficial Ownership
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Pelaria(1)
P.O.
Box 957
Offshore
Incorporations Centre
Road
Town, Tortola
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6,350,296
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47.69%
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Gang,
Li(2)
Chairman,
CEO and President
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5,080,237
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38.15%
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Lihua
Wang(3)
Director
and CFO
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1,270,059
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9.54%
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Jianwei
Cui
Vice
President
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0
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–
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Hong
Li
Director
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0
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–
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Mia
Kuang Ching
Director
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0
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–
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Jianxin
(Jason) Wang
Director
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0
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–
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Jiuding
Yan
Director
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0
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–
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John
MacLean
Director
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0
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–
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Zhongmin
Wang
Director
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0
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–
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All
officers and directors as a group (nine persons)
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6,350,296
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47.69%
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(1) Pelaria
International Ltd. (“Pelaria”) is the record owner of the stated number of
shares. Pelaria is a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy
Application Co., Ltd. (“Weiye Energy”). Weiye Energy is 80% owned by Gang Li and
20% owned by Lihua Wang. Mr. Li and Ms. Wang are two of the three directors of
Weiye Energy,
and therefore, effectively share the voting and dispositive authority over the
shares.
(2) Represents
the 80% beneficial ownership of the shares of Weiye Energy, described in
footnote 1 above.
(3) Represents
the 20% beneficial ownership of the shares of Weiye Energy, described in
footnote 1 above.
HOUSEHOLDING
We will
be “householding” this Information Statement. This means that only one copy of
this Information Statement will be sent to you and the other stockholders who
share your address unless we have received contrary instructions from one or
more of those stockholders. Householding is designed to reduce the
volume of duplicate information that stockholders receive and reduce our
printing and mailing expenses.
If your
household has received only one copy of this notice, and you would prefer to
receive separate copies of this document, either now or in the future, please
call us at (8624) 2560-9750 or write to us at NF Energy Saving Corporation,
21-Jia Bei Si Dong Road, Tie Xi Qu, Shenyang, P. R. China 110021,
Attention: Corporate Secretary. We will deliver separate copies
promptly. If you are now receiving multiple copies of our proxy materials and
would like to have only one copy of these documents delivered to your household
in the future, please contact us in the same manner.
Exhibit
A
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
NF
ENERGY SAVING CORPORATION
NF Energy Saving Corporation (the
“Corporation”),
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That in lieu
of a meeting and vote of stockholders, stockholders representing a majority of
the shares issued and outstanding and entitled to vote on the amendments, in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware, have given written consent authorizing the Corporation’s
Board of Directors to effect the following amendment to the Certificate of
Incorporation of the Corporation, and written notice of the adoption of the
amendment has been given as provided in Section 228 of the General Corporation
Law of the State of Delaware to every stockholder entitled to such notice, and
that the Board of Directors of the Corporation, by the unanimous written consent
of its members, filed with the minutes of the Board of Directors, have adopted
resolutions authorizing and approving the following amendment to the Certificate
of Incorporation of the Corporation:
RESOLVED, that the Certificate
of Incorporation of the Corporation be amended by changing ARTICLE FOURTH
thereof so that, as amended, said ARTICLE FOURTH shall be and read as
follows:
FOURTH: The
total number of shares of capital stock that the Corporation is authorized to
issue is Fifty Million (50,000,000) shares of common stock, par value $0.001 per
share (the "Common Stock").
Effective
as of __________, 2010, each [_____] shares of Common Stock, issued and
outstanding or held by the Corporation, automatically and without any action on
the part of the respective holders thereof, shall be converted and combined into
one share of Common Stock. No fractional shares shall be issued as a result
thereof. In lieu of issuing fractional shares, any fractional share resulting
from the combination shall be rounded up to the nearest whole share of Common
Stock.
SECOND: That in
lieu of a meeting and vote of stockholders, stockholders representing a majority
of the shares issued and outstanding and entitled to vote on the amendments have
given written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware and written
notice of the adoption of the amendment has been given as provided in Section
228 of the General Corporation Law of the State of Delaware to every stockholder
entitled to such notice.
THIRD: That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
FOURTH: That this
Certificate of Amendment of the Certificate of Incorporation shall be effective
on _______, 2010 (the "Effective
Date").
IN WITNESS WHEREOF, NF Energy
Saving Corporation has caused this certificate to be signed by Gang Li, its
President and Chief Executive Officer, on this ___ day of _______,
2010.
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NF
ENERGY SAVING CORPORATION
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By:
Gang Li
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Its:
President and Chief Executive
Officer
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