def14c
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ____)
Check the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information Statement |
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CABELTEL INTERNATIONAL CORPORATION |
(Name of Registrant As Specified In Its Charter) |
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Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Fee paid previously with preliminary materials. |
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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. |
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Form, Schedule or Registration Statement No.: |
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CABELTEL INTERNATIONAL CORPORATION
1755 Wittington Place, Suite 340
Dallas, Texas 75234
INFORMATION STATEMENT
Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Approximate
Date of Mailing: April 30, 2008
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY.
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
April 30, 2008, to the holders
of record as of the close of business on April 16, 2008 of shares of Common Stock, par value $0.01
per share (the Common Stock) of CabelTel International Corporation, a Nevada corporation (the
Company or GBR) to notify such stockholders that on April 16, 2008, the Company received
written consents in lieu of a meeting of stockholders from holders of more than majority of the
shares of Common Stock representing in excess of 73% of the total votes of the Company (the
Majority Stockholders) approving the Certificate of Amendment to the Articles of Incorporation of
the Company pursuant to which the Companys name will change to New Concept Energy, Inc. (the Name
Change). This Information Statement describing the approval of the Name Change is first being
mailed or furnished to the Companys Stockholders on or about April 29, 2008, and such matter shall
not become effective until at least twenty (20) calendar days after this Information Statement is
first sent or given to stockholders pursuant to the requirements of Rule 14c-2(b) under the
Securities Exchange Act of 1934, as amended (the Exchange Act).
General
The Company will pay all costs associated with the distribution of this Information Statement,
including the costs of printing and mailing. The Company 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 the Common Stock.
The Company will only deliver one Information Statement to multiple stockholders sharing an
address unless the Company has received contrary instruction from one or more of the stockholders.
Upon written or oral request, the Company will promptly deliver a second copy of this Information
Statement and any future annual reports and information statements to any stockholder to which a
single copy of this Information Statement was delivered, or deliver a single copy of this
Information Statement and any future annual reports and information statements to any stockholder
or stockholders sharing an address to which multiple copies are now delivered. You should direct
any requests to the following address:
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CabelTel International Corporation
1755 Wittington Place, Suite 340
Dallas, Texas 75234
Attn: Investor Relations
Telephone: 972-407-8400
Interest of Certain Persons in or Opposition to Matters to be Acted Upon
No director, officer, nominee for election as a director, associate of any director, officer
or nominee or any other person has any substantial interest, direct or indirect, by
securityholdings or otherwise, resulting from the matters described herein which is not shared by
all other stockholders pro rata in accordance with their respective interest.
APPROVAL OF NAME CHANGE
Pursuant to the requirements of NRS 78.385 and 78.390, on April 10, 2008, the members of the
Board of Directors of the Company proposed and recommended to the stockholders the Name Change. The
proposal is an amendment to the Articles of Incorporation to change the name of the Company to New
Concept Energy, Inc. If the proposal had not been adopted by the Majority Stockholders, it would
have been necessary for this action to have been considered by the Companys stockholders at a
special or annual stockholders meeting convened for at least the purpose of approving the Name
Change.
The elimination of the need for a meeting of the stockholders to approve the Name Change is
authorized by NRS 78.320, which provides that the written consent of the holders of outstanding
shares of voting capital stock having not less than the minimum number of votes which would be
necessary to authorize or take the action at a meeting of which all shares entitled to vote on a
matter were present and voted, may be substituted for the special meeting. According to NRS 78.390,
a majority of the outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Companys Articles of Incorporation. In order to eliminate the costs
and management time involved in holding a special meeting, and in order to effectuate the Amendment
as early as possible, the Board of Directors of the Company decided to utilize the written consent
of the Majority Stockholders of the Company.
The Company is a party to a Recission Agreement dated June 1, 2006 which covered the recission
of a prior October 2004 transaction and other matters, pursuant to which, among other items, the
Company covenanted, that subject to its compliance with all applicable American Stock Exchange
rules and federal securities laws, it would in the future change its name to a name that does not
include the word Cable or Cabel. The covenant has not yet been fulfilled, but will be satisfied
by the approval and implementation of the Name Change.
The Company recently acquired certain interests in oil and natural gas leases which the
Company intends to develop utilizing various financing sources. The Board of Directors believes
that it is now appropriate to reflect in the name of the Company the Companys pursuit of
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opportunities in the natural resources industry. For that reason, the Board of Directors after
review of several names, recommended to the Majority Stockholders that the name of the corporation
be changed to New Concept Energy, Inc.
On April 16, 2008, the Majority Stockholders, by written consent in lieu of a meeting,
approved and authorized the filing of a Certificate of Amendment to the Companys Articles of
Incorporation. No further consents, votes or proxies are or were necessary to effect the approval
of the Certificate of Amendment to the Companys Articles of Incorporation.
Under Nevada law, any dissenting stockholder is not entitled to appraisal rights with respect
to the Certificate of Amendment covering the Name Change, and the Company will not independently
provide stockholders with any such right.
OUTSTANDING SHARES AND VOTING RIGHTS
As of April 16, 2008, the date of action by the Majority Stockholders, the Companys
authorized capitalization consists of 100,000,000 shares of Common Stock, par value $0.01 per
share, of which 1,936,969 shares are issued and outstanding, and 10,000,000 shares of Preferred
Stock, par value $0.01 per share, of which 100,000 shares have been designated as the Series B
Preferred Stock, at least 589* shares of which are issued and outstanding. The cusip number of the
Common Stock par value $0.01 per share is 12614-10-06.
Each share of Common Stock entitles its holder to one vote on each matter submitted to the
stockholders. Each share of Series B Preferred Stock is entitled to one vote per share voting
together with the holders of any other class of stock entitled to vote without regard to class on
all matters to be voted on by stockholders of the Company, and such shares of stock are to be
counted in determining the total outstanding shares to constitute a quorum at any meeting of
stockholders. The holders of the Series B Preferred Stock are not entitled to vote separately as a
class to effectuate or validate any matters.
On March 6, 2008, URC Energy LLC paid to the Company the sum of $2,850,000 in cash
pursuant to the consummation of the transaction covered by that certain Securities Purchase
Agreement effective October 19, 2007 (executed November 16, 2007) between the Company and URC
Energy LLC (the Purchase Agreement). Pursuant to the Purchase Agreement, URC Energy LLC purchased
950,000 new shares of Common Stock of the Company following the approval by consent of the holders
of 58% of the Common Stock and following the issuance to all stockholders of the Company of a
Schedule 14C Information Statement mailed on February 8, 2008 to stockholders of record as the
close of business on November 5, 2007. On March 18,2008, a certificate representing 950,000 shares
of new Common Stock of the Company was delivered to URC Energy LLC. Such 950,000 shares of Common
Stock constitute approximately 49.05% of the
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The Company has reported 615 shares of Series B Preferred Stock outstanding in its Proxy
Statement dated October 19, 2006 and in its Information Statement dated February 16, 2007, but such
number may be an error; 589 shares have been issued and are outstanding and it may be that up to an
additional 26 shares should have been issued as dividends to six individual holders of the Series B
Preferred Stock. |
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1,969,939 shares of Common Stock of the Company issued and outstanding. See Security Ownership of
Principal Stockholders and Management below.
On April 16, 2008, the Majority Stockholders by written consent in lieu of a meeting, voted
1,417,393 shares of Common Stock (approximately 73.23% of the class) in favor of the Name Change.
Under Nevada law, any dissenting stockholder is not entitled to appraisal rights with respect
to the approval of the Name Change and the Company will not independently provide stockholders with
any such right.
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
As of April 16, 2008, according to the stock transfer records of the Company and other
information available to the Company, the following persons where known to be (i) the beneficial
owners of more than five percent (5%) of the outstanding shares of Common Stock of the Company and
(ii) officers and directors of the Company individually and as a group:
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Amount and |
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Name of Beneficial |
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Percent of |
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No. of |
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Title of Class |
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Owner |
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Company |
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Ownership(a) |
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Class (b) |
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Votes |
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Common Stock |
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Gene S. Bertcher |
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Director, President and |
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Chief Financial Officer |
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and Stockholder |
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71,811Shares |
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3.71 |
% |
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71,811 |
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Common Stock |
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Victor S. Lund |
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Director and Stockholder |
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Common Stock |
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Roz Campisi Beadle |
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Director |
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100 Shares |
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100 |
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Common Stock |
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James E. Huffstickler |
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Director |
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Common Stock |
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Dan Locklear |
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Director |
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Common Stock |
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TacCo Financial, Inc. |
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Stockholder |
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228,726 Shares (c)(h) |
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11.81 |
% |
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228,726 |
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Common Stock |
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JRG Investment Co., Inc. |
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Stockholder |
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156,886 Shares (d)(h) |
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8.09 |
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156,886 |
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Common Stock |
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HKS Investment Corp. |
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Stockholder |
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108,994 (e) |
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5.63 |
% |
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Common Stock |
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International Health |
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Products, Inc. |
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Stockholder |
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9,970 Shares (f)(h) |
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Less than 1% |
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9,970 |
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Amount and |
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Nature of |
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Approximate |
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Name of Beneficial |
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Capacity with |
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Beneficial |
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Percent of |
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No. of |
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Title of Class |
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Owner |
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Company |
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Ownership(a) |
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Class (b) |
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Votes |
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Common Stock |
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URC Energy LLC |
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Stockholder |
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950,000 Shares (g)(h) |
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49.05 |
% |
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950,000 |
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Common Stock |
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Syntek West, Inc. |
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950,000 Shares (g)(h) |
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49.05 |
% |
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Common Stock |
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Gene E. Phillips |
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950,000 Shares (g)(h) |
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49.05 |
% |
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Common Stock |
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Group of TacCo |
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Financial, Inc., |
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JRG Investment Co., |
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Inc., International |
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Health Products, |
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Inc., URC Energy |
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LLC, Syntek West, |
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Inc. and Gene E. |
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Phillips |
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1,345,582 (h) |
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69.468 |
% |
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1,345,582 |
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All Officers and Directors as a Group (6 persons) |
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71,911 Shares Common Stock |
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3.71 |
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71,911 |
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(a) |
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Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with respect to securities.
Shares of Common Stock subject to options or warrants currently exercisable or convertible within
60 days of January 5, 2005, are generally deemed to be outstanding for computing the percentage of
the person holding such option or warrant but are not deemed outstanding for computing the
percentage of any other person. TacCo Financial, Inc. presently holds an exercisable option to
purchase up to 40,000 Shares at an exercise price of $2.60 per Share which is not included in the
table and which may not be voted as such Shares were not outstanding on April 16, 2008. |
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Based on 1,936,969 shares of Common Stock outstanding at April 16, 2008. |
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TacCo Financial, Inc. presently holds an exercisable option to purchase up to 40,000
Shares at an exercised price of $2.60 per Share which is not included in the table and which may
not be voted as such Shares were not outstanding on April 16 , 2008. TacCo Financial, Inc., a
Nevada corporation is owned by Electrical Networks, Inc. (75%) and Starr Investments, Inc. (25%).
Its officers and directors are J. T. Tacket, Director, Chairman, Chief Executive Officer and Wayne
Starr, Director, President and Treasurer. TacCo Financial, Inc. is also one of the Reporting
Persons listed on Schedule 13D and amendments thereto filed by the group identified below. The
direct ownership by TacCo Financial, Inc. listed in the table above does not include 156,844 Shares
held by its wholly-owned subsidiary JRG Investment Co., Inc. (JRGIC). |
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JRG Investment Co., Inc. is a wholly-owned subsidiary of TacCo Financial, Inc., but the
156,886 Shares of Common Stock held by JRG Investment Co., Inc. are listed separately and not
included in TacCo Financial, Inc.s number of Shares; its directors and officers are the same as
TacCo Financial, Inc. |
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According to an original statement on Schedule 13D dated January 9, 2006, the group
consists of HKS Investment Corporation, David Hensel, John Kellar and Marshall Stagg, each of whom
are deemed to be the beneficial owner of all 108,994 Shares. Hensel is stated to be a Shareholder,
Director and President of HKS Investment Corporation; Kellar is a Shareholder, Director, Vice
President and Treasurer of HKS Investment Corporation and Stagg is a Shareholder, Director and
Secretary of HKS Investment Corporation. |
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International Health Products, Inc., a Nevada corporation (IHPI) is owned by a separate
trust established for the benefit of the wife and children of Gene E. Phillips. Its officers and
directors are Neil Crouch II, Director, President |
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and Treasurer and Cecelia Maynard, Secretary. IHPI is one of the Reporting Persons listed in
Schedule 13D and amendments thereto filed on behalf of the group identified below. |
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The direct owner of the 950,000 Shares of Common Stock is URC Energy LLC. Under Rule 13d-3
of the Exchange Act, Syntek West, Inc. as the sole member of URC Energy LLC is deemed to be the
beneficial owner of such Shares and Gene E. Phillips, as an officer, director and sole owner of
Syntek West, Inc. is also deemed to be the beneficial owner of such Shares. |
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Pursuant to Rule 13d-5(b)(1) under the Exchange Act, when two or more persons act together
for certain purposes, the group is deemed to have acquired beneficial ownership of all equity
securities of the issuer beneficially owned by any of such persons. Under that Rule, each of TFI,
JRGIC, IHPI, URC Energy LLC, Syntek West, Inc. and Gene E. Phillips are all deemed to beneficially
own all 1,345,580 Shares (69.468% of the outstanding). Syntek West, Inc. and Gene E. Phillips each
have no director ownership of any Shares. |
The total combined votes of all stockholders listed in the foregoing table is 1,526,487 votes
out of a total of 1,936,969 votes, or 78.8% of the voting power.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the SEC). You may read and copy any
document filed at the Public Reference Room of the SEC, 450 Fifth Street, N.W. Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
The Companys SEC filings are also available to the public from the SECs website at
http://www.sec.gov/. Included in the information available is audited financial statements
of the Company in comparative form as of December 31, 2007 and 2006 which are contained in the
Companys Form 10-K for the fiscal year ended December 31, 2007 (the 2007 Form 10-K) to the SEC.
Neither the 2007 Form 10-K nor the financial statements contained in it are to be considered part
of any solicitation. At the end of this Information Statement is information on how to obtain a
copy of the 2007 Form 10-K if desired. It is also available on the SECs website.
The Company also maintains an internet website at http://www.cabeltel.us. The Company
is available through the website, free of charge, Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 of the Securities
Exchange Act of 1934 (the Exchange Act), and amendments to those reports as soon as reasonably
practicable after we electronically file or furnish such materials to the SEC. In addition, the
Company has posted the charters for our Audit Committee, Compensation Committee and Governance and
Nominating Committee, as well as our Code of Business Conduct and ethics, Corporate Governance
Guidelines on Director Independents and other information on the website. These charters and
principals are not incorporated in this Information Statement by reference. The Company will also
provide a copy of these documents free of charge to stockholders upon written request. The Company
issues Annual Reports containing audited financial statements to its common stockholders.
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STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
Stockholders who wish to communicate with the Board of Directors or with a particular director
may send a letter to the Company at 1755 Wittington Place, Suite 340, Dallas, Texas 75234. Any
communication should clearly specify it is intended to be made to the entire Board of Directors or
to one or more particular director(s). Under this process, the recipient of the communication will
review such correspondence and will forward to the Board of Directors a summary of all such
correspondence and copies of all correspondence that, in the opinion of the reviewer, deals with
the functions of the Board of Directors, or that the reviewer otherwise determines requires their
attention. Directors may at any time review a log of all correspondence received by the Company
that is addressed to the members of the Board of Directors and request copies of such
correspondence. Concerns relating to accounting, internal controls or auditing matters are
immediately brought to the attention of the Board of Directors or the appropriate Committee
thereof.
NO SOLICITATION OF PROXIES
This Information Statement is furnished to stockholders pursuant to the requirements of
Section 14(c) under the Exchange Act to report action taken by written consent of the Majority
Stockholders. No action is required upon the part of any other stockholder, and no proxy is being
solicited. The cost of this Information Statement will be borne by the Company.
COPIES OF THE COMPANYS ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 ON FORM 10-K
ARE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO GREENBRIAR CORPORATION, 1755
WITTINGTON PLACE, SUITE 340, DALLAS, TEXAS 75234, ATTN: INVESTOR RELATIONS.
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Dated April 17, 2008. |
By Order of the Board of Directors,
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By: |
/s/ Oscar Smith
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Oscar Smith, Secretary |
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