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 (AMENDMENT NO. )
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[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
AMERICAN INTERNATIONAL VENTURES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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AMERICAN INTERNATIONAL VENTURES, INC.
260 Garibaldi Avenue
Lodi, New Jersey 07644
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of American International Ventures, Inc., a Delaware corporation (the "Company"), in connection with the removal of Robert Carrington and Samuel Nunnemaker as members of the Board of Directors of the Company. On October 17, 2003, a majority of directors voted in favor of a shareholder’s vote to remove Robert Carrington and Samuel Nunnemaker as members of the Board of Directors of the Company (“Proposed Action”). The Company’s by-laws require a majority shareholder vote in order to remove a director. On November 24, 2003, a majority of shareholders voted to remove Robert Carrington and Samuel Nunnemaker as members of the Board of Directors of the Company.
REASONS FOR PROPOSED ACTION
In May 2002, Messrs. Carrington and Nunnemaker were appointed as officers and directors of the Company. They represented themselves to be mining professionals, and agreed to search for and identify prospective mining properties for the Company. In exchange, the Company granted each of such parties 500,000 shares of common stock at a purchase price of $0.0001 per share. On or about November 2002, Messrs. Carrington and Nunnemaker (“interested directors”), through an affiliated entity, acquired a mining property (“business opportunity”) for their own account and without the disclosing business opportunity to the Company. Approximately two months later, the interested directors offered the business opportunity to the Company; however, it was unclear whether the terms offered were identical to those under which the property was acquired by the interested directors. The remaining Board members requested that additional information, including contracts and mining data rela ted to the acquired property, be presented to the Board in order to clarify such terms and in order for the Board to make an informed decision as to whether the Company should acquire the business opportunity. The interested directors refused to provide any information despite repeated written requests by the Board. The Company believes that the interested directors violated their fiduciary duties to the Company. As a result of these facts, Messrs. Carrington and Nunnemaker were removed as officers of the Company on May 6, 2003 by the Board. On July 3, 2003, the Company filed a complaint against the interested directors in Superior Court of New Jersey asserting fraud, breach fiduciary duties to the Company, and seeking the placement of a constructive trust on the mineral property acquired by their affiliate and the sale proceeds thereof, among other claims. The interested directors have filed an answer to the complaint denying the Company’s allegations. The interested directors also have filed a motion to dismiss the complaint for lack of personal jurisdiction. As of this date, the motion has not been ruled on by the court.
The Board has requested that the interested directors resign in their capacities as Board members, and they have refused to do so. As a result of their actions, on October 17, 2003, the Board has authorized a stockholder vote to remove Robert Carrington and Samuel Nunnemaker as directors of the Company.
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A vote of shareholders holding in excess of a majority of the voting
capital stock removing the two directors of the Company was executed on November 24, 2003. If the proposed action were not adopted by written consent, it would have been required to be considered by the Company's stockholders at special stockholders' meeting.
The elimination of the need for a special meeting of stockholders to
take such action is made possible by Section 228 of the Delaware General Corporation Law (the "DGCL") which provides that the written consent
of the holders of outstanding shares entitled to vote at a meeting of
stockholders, having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be substituted for such
a special meeting. Pursuant to the Company’s By-Laws, holders of a majority of the shares of common stock then entitled to vote at an election of directors may remove any director.
The record date established by the Company for purposes of determining
the number of outstanding shares of voting capital stock of the Company for the action stated herein is October 27, 2003. The only voting capital stock outstanding of the Company is its common stock. On the record date, the total issued and outstanding shares of common stock of the Company was 15,598,544. A total of 9,353,833 votes from shareholders were received in favor of removing the two directors. The written consents to take such action executed by the majority of common shareholders became effective on December 15, 2003. The date on which this Information Statement was first sent to the stockholders on or about December 15, 2003.
Pursuant to Section 228 of the DGCL, no advance notice is required to be provided to the other shareholders, who have not consented in writing to
such action, of the taking of the stated corporate action without a meeting of stockholders. No additional action will be undertaken pursuant to such
written consents, and no dissenters' rights under the DGCL are afforded to
the Company's stockholders as a result of the action to be taken.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the record date, there were 15,598,544 shares of common stock issued and outstanding, respectively. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table identifies, as of the Record Date, the number and percentage of outstanding shares of common stock of the Company owned by (i) each person known to the Company who owns more than five percent of the outstanding common stock, (ii) each officer and director, and (iii) and officers and directors of the Company as a group. The following information is based upon 15,598,544 shares of common stock of the Company which are issued and outstanding as of the Record Date. Unless indicated otherwise, the address for each individual below is 260 Garibaldi Avenue, Lodi, New Jersey 07644, the address of the Company. The Company has no other capital stock outstanding.
Amount and Nature
Of Beneficial
Name and Address Ownership(1) Percent of Class
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Myron Goldstein(2) -0- 0%
Jack Wagenti(3) 1,500,000 9.6%
Arthur De Witt Ackerman(4) 500,000 3.2%
Walter Salvadore(5) 57,000 0.4%
Brian Russell(6) 50,000 0.3%
Robert Carrington(7) 500,000 3.2%
3025 Fairlands Drive
Reno, NV 89523
Samuel Nunnemaker(8) 500,000 3.2%
3950 Hill View Drive
Carson City, NV 89701
Emanuel Ploumis 2,000,000 12.8%
1160 Pilgrims Path Way
Peachbottom, Pa. 17563
Jonathan E. Downs 1,400,000 8.9%
275 Turnpike Street
Suite 201
Canton, Ma. 02021
All officers and 3,100,000 19.9%
directors as a
group (7 persons)
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(1). “Beneficial ownership" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2). Mr. Goldstein is the Chairman of the Company.
(3). Mr. Wagenti is the Company’s President, Secretary, and Treasurer and a director of the Company. The amount includes 1,000,000 shares of common stock held by Mr. Wagenti’s spouse.
(4). Mr. Ackerman is a director of the Company.
(5). Mr. Salvadore is a director of the Company.
(6). Mr. Russell is a director of the Company.
(7). Mr. Carrington is a director of the Company.
(8). Mr. Nunnemaker is a director of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Jack Wagenti
Jack Wagenti
President
American International Ventures, Inc.
Dated: December 15, 2003