SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
STRAINWISE, INC.
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(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 9, 2016
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of
Strainwise, Inc. (the "Company") will be held at Denver Marriott West, 1717
Denver W. Dr., Golden, CO 80401 on January 9, 2016, at 10:00 a.m., for the
following purposes:
(1) to approve a change in the corporate domicile of the corporation from
Utah to Colorado;
to transact such other business as may properly come before the meeting.
The change in domicile will be accomplished by means of Plan of Merger
which is attached as Exhibit A to this Proxy Statement.
November 18, 2015 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of November 18, 2015, there were 27,147,217
outstanding shares of the Company's common stock.
STRAINWISE, INC.
November 20, 2015 Erin Phillips, President
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY
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STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the special meeting of shareholders to be held on January 9, 2016, and at any
and all adjournments of such meeting. If the proxy is executed and returned, it
will be voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposals set forth in
the accompanying notice of the special meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to the Company at the address shown above or in person at the time of
the meeting. Additionally, any later dated proxy will revoke a previous proxy
from the same shareholder. This proxy statement was posted on the Company's
website on or about November 20, 2015.
There is one class of capital stock outstanding, that being common stock.
Provided a quorum consisting of a majority of the shares entitled to vote is
present at the meeting, the adoption of the proposal to come before the meeting
will be approved if those shares cast in favor of the proposal exceed those
shares cast against the proposal.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of November 18, 2015, the shareholdings of
(i) each person owning beneficially 5% or more of the Company's common stock
(ii) each officer and director of the Company and (iii) all officers and
directors as a group. Unless otherwise indicated, each owner has sole voting and
investment powers over his shares of common stock.
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Name Number of Shares Percent of Class
Erin Phillips 23,124,184 94.7%
David Modica 25,000 Nil
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All officers and directors
as a group (two persons) 23,149,184 94.7%
On June 29, 2015 Shawn Phillips resigned as an officer and director of the
Company.
PROPOSAL TO CHANGE THE DOMICILE OF THE COMPANAY FROM UTAH TO COLORADO.
The Board has approved and recommends to the shareholders a proposal to
change the Company's state of incorporation from Utah to Colorado.
The change in domicile (i.e., the "Reincorporation") will not involve any
change in the business, properties, corporate headquarters or management of the
Company. The officers and directors of the Company immediately prior to the
Reincorporation will serve as the officers and directors of the Company
following the Reincorporation. There will be no change in the operations,
assets, liabilities or obligations of the Company as a result of the
Reincorporation.
If the Reincorporation proposal is approved, the Reincorporation will be
accomplished by means of a Plan of Merger, attached as Exhibit A. The Plan of
Merger provides that the Company will be merged into a newly formed, wholly
owned subsidiary, named "STWC Holdings, Inc." and each outstanding share of the
Company's common stock will become one outstanding share of the Company's common
stock as incorporated in Colorado. The Plan of Merger will be effective upon the
filing of Articles of Merger with the Utah Division of Corporations and
Commercial Code and the Colorado Secretary of State.
If the Reincorporation proposal is approved, it is anticipated that the
Board will cause the Reincorporation to be effected as soon as reasonably
practicable. However, the Reincorporation may be delayed by the Board or may be
terminated and abandoned by action of the Board at any time prior to the
effective time of the Reincorporation, whether before or after the approval by
the Company's shareholders, if the Board determines for any reason that the
consummation of the Reincorporation should be delayed or would be inadvisable or
not in the best interests of the Company and its shareholders, as the case may
be.
Upon effectiveness of the Reincorporation, the Company will be governed by
the Articles of Incorporation, as filed with the Colorado Secretary of State in
substantially the form attached as Exhibit B (the "Colorado Articles"). The
Company's current Articles of Incorporation (the "Utah Articles") will not be
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applicable to the Company following the completion of the Reincorporation.
Following the Reincorporation, the Company will be governed by the Colorado
Corporations and Associations Act ("CCAA"), the Colorado Business Corporation
Act ("BCA") and Colorado Articles instead of the Utah Business Corporations Act
("UBCA") and the Utah Articles.
On June 2, 2015 the Company adopted new Bylaws, which were filed as an
exhibit to the Company's 8-K report filed with the Securities and Exchange
Commission on June 11, 2015. These Bylaws, which are now in effect, will not
change in any way after the Reincorporation.
Following the effectiveness of the Reincorporation, stockholders will not
be required to exchange existing stock certificate(s) of the Company for new
stock certificate (s), although stockholders will have an option of doing so. At
the same time, each outstanding option, right or warrant to acquire shares of
common stock will continue to be an option, right or warrant to acquire an equal
number of shares of common stock under the same terms and conditions.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) TO THE COMPANY'S TRANSFER AGENT UNLESS THEY DESIRE TO BE
ISSUED A CERTIFICATE EVIDENCING THE SHARES IN THE COLORADO CORPORATION.
After the Reincorporation, the Company will continue to be a publicly-held
company. The Company will continue to file periodic reports and other documents
with the U.S. Securities and Exchange Commission ("SEC"). Shareholders who own
shares of common stock that are freely tradable prior to the Reincorporation
will continue to have freely tradable shares, and shareholders holding
restricted shares of common stock will continue to hold their shares subject to
the same restrictions on transfer to which their shares are presently subject.
Approval of the Reincorporation will constitute approval of the Colorado
Articles.
Principal Reasons for the Reincorporation in Colorado
The Company's directors believe that reincorporation in Colorado is on the
best interest of the Company for the following reasons:
o The Colorado Secretary of State offers lower costs and visibility of
filings than does the Utah Secretary of State;
o All of the Company's operations and assets are located in Colorado;
and
o All of the Company's officers and directors are located in Colorado.
Accordingly, the shareholders of the Company are being requested to vote to
change the domicile of the Company from Utah to Colorado.
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The Board of Directors recommends that the shareholders vote for this
proposal.
Significant Differences Between the Corporation Laws of Utah and Colorado
Although the corporate statutes of Utah and Colorado are similar, certain
differences exist. Set forth below is a discussion summarizing the material
differences in the rights of the shareholders of the Company before and after
the Reincorporation is effective as a result of the differences between the
UBCA, the CCAA and the BCA. This discussion does not address each difference
between the UBCA, the CCAA and the BCA, but focuses on some of those differences
which the Company believes are most relevant to the existing shareholders.
Action by Shareholders Without a Meeting
Utah law permits shareholder action by less than unanimous written consent
and provides that any action that could be taken at an annual or special meeting
of shareholders may be taken without a meeting, without prior notice and without
a vote, if written consents are signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Unlike Colorado law, Utah law requires the
unanimous written consent of shareholders to elect directors. Utah law provides
that, in order to be effective, (i) all written consents must be delivered to
the corporation within 60 days after the earliest dated consent is delivered to
the corporation, and (ii) written notice of the shareholder approval must be
given at least 10 days before the consummation of the action authorized by
shareholders to (a) all shareholders entitled to vote who have not consented in
writing and (b) all shareholders not entitled to vote, but who are otherwise
entitled to notice under Utah law.
Alternatively, a corporation's articles of incorporation or bylaws may
provide that the written notice of shareholder approval can be given only to
shareholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting and to
vote at the meeting. If this election is made, the written notice must be given
within 10 days after the corporation confirms sufficient written shareholder
consents.
Colorado law permits shareholder action by less than unanimous written
consent and provides that any action that could be taken at an annual or special
meeting of shareholders (including the election of directors) may be taken
without a meeting, without prior notice and without a vote, if written consents
are signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Quorum
Utah law provides that, unless the corporation's articles of incorporation
provide otherwise, the presence in person or by proxy of a majority of the votes
entitled to be cast on a matter constitutes a quorum for action on that matter.
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Colorado law provides that, unless the corporation's articles of
incorporation provide otherwise, one third of the votes entitled to be cast on a
matter constitutes a quorum for action on that matter. Unlike Utah law, Colorado
law provides that in no event shall a quorum consist of less than one-third of
the shares entitled to vote at a meeting.
Removal of Directors
Utah law provides that any director may be removed, with or without cause,
by the holders of a majority of the outstanding common stock of the corporation,
but only at a meeting of shareholders pursuant to a notice of meeting, which
includes the removal of such director as an item of business.
Colorado law provides that any director may be removed, with or without
cause, by the vote of those holders exceeding those holders opposed to the
director's removal but only at a meeting of shareholders pursuant to a notice of
meeting, which includes the removal of such director as an item of business.
Authorized Number of Directors
Utah law requires that a corporation must have at least three directors.
Colorado law requires that a corporation must have at least one director.
Indemnification of Directors
Utah law requires a corporation to indemnify a director who was successful,
on the merits or otherwise, in the defense of any claim, issue or matter, to
which he or she was a party because of his or her status as a director of the
corporation, against reasonable expenses incurred in connection with the
proceeding or claim with respect to which he or she was successful. Unlike
Colorado law, Utah law allows a corporation's articles of incorporation to limit
indemnification.
Colorado law requires a corporation to indemnify a director who was
successful, on the merits or otherwise, in the defense of any claim, issue or
matter, to which he or she was a party because of his or her status as a
director of the corporation, against reasonable expenses incurred in connection
with the proceeding or claim with respect to which he or she was successful.
Elimination of Directors' Liability for Monetary Damages
Utah law permits a corporation, pursuant to its articles of incorporation,
or in certain circumstances its bylaws, to provide for the elimination or
limitation of the liability of a director to the corporation or its shareholders
for monetary damages for any action taken or failure to take any action as a
director, except liability for (1) the amount of a financial benefit received by
a director to which he is not entitled; (2) an intentional infliction of harm on
the corporation or its shareholders; (3) unlawful distributions; or (4) an
intentional violation of criminal law.
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Colorado law permits a corporation pursuant to its articles of
incorporation to include a provision eliminating or limiting the personal
liability of directors to the corporation or its shareholders for monetary
damages for breach of fiduciary duties as a director, except such provision
shall not limit liability for any breach of the director's duty of loyalty to
the corporation or its shareholders, or for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, or for
payment of a dividend or a stock repurchase or redemption in violation of
Colorado law or for any transaction from which the director derived an improper
personal benefit.
Shareholder Rights Under Corporate Charters
The rights of shareholders under the Utah Articles and the Colorado
Articles are substantially the same. The Company's shareholders do not have the
right to maintain their proportionate interest in the Company in the event the
Company elects to sell additional shares of common stock (i.e. "preemptive
rights") or the right to vote their shares for less than all directors (i.e.
"cumulative voting") at any shareholders' meeting at which directors are to be
elected.
Federal Income Tax Consequences of the Reincorporation
The discussion of U.S. federal income tax consequences set forth below is
for general information only and does not purport to be a complete discussion or
analysis of all potential tax consequences that may apply to a shareholder.
Shareholders are urged to consult their tax advisors to determine the particular
tax consequences of the Reincorporation, including the applicability and effect
of federal, state, local, foreign and other tax laws.
The Reincorporation is intended to be a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Assuming the Reincorporation qualifies as a reorganization, no gain or loss will
be recognized to the holders of our capital stock as a result of consummation of
the Reincorporation, and no gain or loss will be recognized by us. You will have
the same basis in the ColoradoCo common stock received by you pursuant to the
Reincorporation as you have in the shares of the UtahCo common stock held by you
as of immediately prior to the time the Reincorporation is consummated. Your
holding period with respect to common stock in the Utah Corporation will include
the period during which you held the corresponding shares of the Utah
Corporation common stock, provided the latter was held by you as a capital asset
at the time of consummation of the Reincorporation.
Accounting Treatment
We expect that the Reincorporation will have no effect from an accounting
perspective because there is no change in the entity as a result of the
Reincorporation. As such, the financial statements of the Utah Corporation
previously filed with the Securities and Exchange Commission will remain the
financial statements of the Company following the Reincorporation.
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Dissenters' Rights
Pursuant to the UBCA, all stockholders of the Company will have the right
to exercise dissenters' rights with respect to the Reincorporation, which will
be accomplished by means of the Plan of Merger attached as Exhibit A, and may
obtain payment for their shares by complying with the relevant terms of the
UBCA, which is reprinted below. The Company estimates that it will pay $0.01 per
share to any stockholder dissenting from the proposed merger.
16-10a-1302 Right to dissent.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent
from, and obtain payment of the fair value of shares held by him in the
event of, any of the following corporate actions:
(a) consummation of a plan of merger to which the corporation is a party
if:
(i) shareholder approval is required for the merger by Section
16-10a-1103 or the articles of incorporation; or
(ii) the corporation is a subsidiary that is merged with its parent
under Section 16-10a-1104;
(b) consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;
(c) consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of the corporation for which a
shareholder vote is required under Subsection 16-10a-1202(1), but not
including a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed
to the shareholders within one year after the date of sale; and
(d) consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to
vote upon the consent of the corporation to the disposition pursuant
to Subsection 16-10a-1202(2).
(2) A shareholder is entitled to dissent and obtain payment of the fair value
of his shares in the event of any other corporate action to the extent the
articles of incorporation, bylaws, or a resolution of the board of
directors so provides.
(3) Notwithstanding the other provisions of this part, except to the extent
otherwise provided in the articles of incorporation, bylaws, or a
resolution of the board of directors, and subject to the limitations set
forth in Subsection (4), a shareholder is not entitled to dissent and
obtain payment under Subsection (1) of the fair value of the shares of any
class or series of shares which either were listed on a national securities
exchange registered under the federal Securities Exchange Act of 1934, as
amended, or on the National Market System of the National Association of
Securities Dealers Automated Quotation System, or were held of record by
more than 2,000 shareholders, at the time of:
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(a) the record date fixed under Section 16-10a-707 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;
(b) the record date fixed under Section 16-10a-704 to determine
shareholders entitled to sign writings consenting to the proposed
corporate action; or (c) the effective date of the corporate action if
the corporate action is authorized other than by a vote of
shareholders.
(4) The limitation set forth in Subsection (3) does not apply if the
shareholder will receive for his shares, pursuant to the corporate action,
anything except:
(a) shares of the corporation surviving the consummation of the plan of
merger or share exchange;
(b) shares of a corporation which at the effective date of the plan of
merger or share exchange either will be listed on a national
securities exchange registered under the federal Securities Exchange
Act of 1934, as amended, or on the National Market System of the
National Association of Securities Dealers Automated Quotation System,
or will be held of record by more than 2,000 shareholders;
(c) cash in lieu of fractional shares; or
(d) any combination of the shares described in Subsection (4), or cash in
lieu of fractional shares.
(5) A shareholder entitled to dissent and obtain payment for his shares
under this part may not challenge the corporate action creating the
entitlement unless the action is unlawful or fraudulent with respect
to him or to the corporation.
16-10a-1320. Notice of dissenters' rights.
(1) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is submitted to a vote at a shareholders' meeting, the meeting
notice shall be sent to all shareholders of the corporation as of the
applicable record date, whether or not they are entitled to vote at the
meeting. The notice shall state that shareholders are or may be entitled to
assert dissenters' rights under this part. The notice shall be accompanied
by a copy of this part and the materials, if any, that under this chapter
are required to be given the shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as required by this
subsection does not affect any action taken at the shareholders' meeting
for which the notice was to have been given.
(2) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized without a meeting of shareholders pursuant to
Section 16-10a-704, any written or oral solicitation of a shareholder to
execute a written consent to the action contemplated by Section 16-10a-704
shall be accompanied or preceded by a written notice stating that
shareholders are or may be entitled to assert dissenters' rights under this
part, by a copy of this part, and by the materials, if any, that under this
chapter would have been required to be given to shareholders entitled to
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vote on the proposed action if the proposed action were submitted to a vote
at a shareholders' meeting. Failure to give written notice as provided by
this subsection does not affect any action taken pursuant to Section
16-10a-704 for which the notice was to have been given.
16-10a-1321 Demand for payment -- Eligibility and notice of intent.
(1) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights:
(a) shall cause the corporation to receive, before the vote is taken,
written notice of his intent to demand payment for shares if the
proposed action is effectuated; and
(b) may not vote any of his shares in favor of the proposed action.
(2) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized without a meeting of shareholders pursuant to
Section 16-10a-704, a shareholder who wishes to assert dissenters' rights
may not execute a writing consenting to the proposed corporate action.
(3) In order to be entitled to payment for shares under this part, unless
otherwise provided in the articles of incorporation, bylaws, or a
resolution adopted by the board of directors, a shareholder shall have been
a shareholder with respect to the shares for which payment is demanded as
of the date the proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is approved by the shareholders, if shareholder
approval is required, or as of the effective date of the corporate action
if the corporate action is authorized other than by a vote of shareholders.
(4) A shareholder who does not satisfy the requirements of Subsections (1)
through (3) is not entitled to payment for shares under this part.
16-10a-1322 Dissenters' notice.
(1) If proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized, the corporation shall give a written dissenters'
notice to all shareholders who are entitled to demand payment for their
shares under this part.
(2) The dissenters' notice required by Subsection (1) shall be sent no later
than 10 days after the effective date of the corporate action creating
dissenters' rights under Section 16-10a-1302, and shall:
(a) state that the corporate action was authorized and the effective date
or proposed effective date of the corporate action;
(b) state an address at which the corporation will receive payment demands
and an address at which certificates for certificated shares shall be
deposited;
(c) inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;
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(d) supply a form for demanding payment, which form requests a dissenter
to state an address to which payment is to be made;
(e) set a date by which the corporation must receive the payment demand
and by which certificates for certificated shares must be deposited at
the address indicated in the dissenters' notice, which dates may not
be fewer than 30 nor more than 70 days after the date the dissenters'
notice required by Subsection (1) is given;
(f) state the requirement contemplated by Subsection 16-10a-1303(3), if
the requirement is imposed; and
(g) be accompanied by a copy of this part.
(1) A shareholder who is given a dissenters' notice described in Section
16-10a-1322, who meets the requirements of Section 16-10a-1321, and wishes
to assert dissenters' rights shall, in accordance with the terms of the
dissenters' notice:
(a) cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in Subsection 16-10a-1322(2)(d), duly
completed, or may be stated in another writing;
(b) deposit certificates for his certificated shares in accordance with
the terms of the dissenters' notice; and
(c) if required by the corporation in the dissenters' notice described in
Section 16-10a-1322, as contemplated by Section 16-10a-1327, certify
in writing, in or with the payment demand, whether or not he or the
person on whose behalf he asserts dissenters' rights acquired
beneficial ownership of the shares before the date of the first
announcement to news media or to shareholders of the terms of the
proposed corporate action creating dissenters' rights under Section
16-10a-1302.
(2) A shareholder who demands payment in accordance with Subsection (1) retains
all rights of a shareholder except the right to transfer the shares until
the effective date of the proposed corporate action giving rise to the
exercise of dissenters' rights and has only the right to receive payment
for the shares after the effective date of the corporate action.
(3) A shareholder who does not demand payment and deposit share certificates as
required, by the date or dates set in the dissenters' notice, is not
entitled to payment for shares under this part.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
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The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy promptly.
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STRAINWISE, INC. PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of Strainwise, Inc. acknowledges receipt of the
Notice of the Special Meeting of Stockholders to be held at Denver Marriott
West, 1717 Denver W. Dr., Golden, CO 80401, on January 9, 2016, at 10:00 a.m.,
and hereby appoints Erin Phillips with the power of substitution, as Attorney
and Proxy to vote all the shares of the undersigned at said special meeting of
stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxy may do or cause to be done by virtue hereof.
The above named Attorney and Proxy is instructed to vote all of the
undersigned's shares as follows:
The Board of Directors recommends a vote FOR Proposal 1.
(1) To approve a change of the corporation's domicile from Utah to Colorado
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
The change in domicile will be accomplished by means of a Plan of Merger
which is attached as Exhibit A to the Company's Proxy Statement.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEM 1.
Dated this day of ____________ ____.
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(Signature)
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(Print Name)
Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries should so indicate when
signing. Please Sign, Date and Return this Proxy so that your shares may be
voted at the meeting.
Send the proxy by regular mail, email, or fax to:
STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442
Colonial Stock Transfer Annual Meeting Guide 2009
(INSERT LOGO)
STRAINWISE, INC.
1350 Independence St., Suite 300
Lakewood, CO 80125
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON JANUARY 9, 2016 AT 10:00 A.M.
(Shareholder Name)
(Shareholder Address1)
(Shareholder Address2)
(Shareholder Address3)
As part of our efforts to conserve environmental resources and prevent
unnecessary corporate expenses, Strainwise, Inc. has elected to provide Internet
access to its proxy statement rather than mailing paper copies. This reduces
postage, printing expenses, and unnecessary paper waste.
This is not a ballot. You cannot use this notice to vote these shares. This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. We encourage you to access and review
all of the important information contained in the proxy materials before voting.
VOTING ITEMS
The Board of Directors recommends a vote FOR Proposal 1
1. To change the Company's domicile from Utah to Colorado
HOW TO ACCESS THE PROXY MATERIALS
The proxy statement and annual report to security holders are available online
at: www.colonialstock.com/Strainwise2015
HOW TO VOTE
BY INTERNETC www.colonialstock.com/Strainwise2015
On the above website, you can vote by clicking "Vote" and
then entering the control number above as directed.
BY PHONE 877-285-8605
BY MAIL Send a paper proxy voting card by mail. You may request a
proxy card by contacting us at 877-285-8605.
IN PERSON Vote in person at the meeting
MEETING INFORMATION TO ORDER A PAPER OR E-MAIL COPY OF THE
PROXY MATERIALS:
Meeting Type: If you want to receive a paper or e-mail
Special Meeting copy of these documents, you must
request one. There is no charge to you for
Meeting Date: requesting a copy. To facilitate timely
January 9, 2016 delivery, please make your request for a
copy as instructed below on or before:
Meeting Time: December 15, 2015
10:00 AM MT
Meeting Location: 1. By Phone: (877) 285-8605
Denver Marriott West 2. By Internet:
1717 Denver West Drive www.colonialstock.com/Strainwise2015
Golden, CO 80401 3. By Email:
annualmeeting@colonialstock.com
If requesting materials by email, please
include the control number listed above
with your request.
EXHIBIT A
PLAN OF MERGER
(a) CONSTITUENT CORPORATIONS: Strainwise, Inc. ("SW")
(A Utah corporation)
(b) SURVIVING CORPORATION: STWC Holdings, Inc. ("STWC")
(A Colorado corporation)
STWC is a wholly-owned subsidiary of SW
(c) Pursuant to the Utah Revised Business Corporation Act ss.16-10a-1107 and
the Colorado Business Corporation Act ss. 7-111-106.5, SW will merge into
STWC.
(d) Pursuant to the Utah Revised Business Corporation Act ss.16-10a-1107 and
the Colorado Business Corporation Act ss. 7-111-106.5, and effective as of
the date of the merger:
(i) each shareholder of SW will receive one share of STWC for each share
of SW held by such shareholder;
(ii) all shares of SW shall be cancelled;
(iii) all assets of SW shall become assets of STWC;
(iv) all liabilities of SW shall be assumed by STWC;
(v) SW shall cease to exist; and
(vi) STWC agrees to accept service of process in Utah on behalf of SW.
(e) Shareholders of SW are entitled to exercise dissenters' rights regarding
the merger pursuant to the Utah Revised Business Corporation Act ss.
16-10a-1302.
EXHIBIT B
Document must be filed electronically.
Paper documents will not be accepted.
Documents processing fee $50.00
Fees & forms/cover sheets are subject to change.
To access other information or print copies of
filed documents, visit www.sos.state.co.us and
select Business Center.
Articles of Incorporation for a Profit Corporation
filed pursuant to ss.7-102-101 and ss.7-102-102 of
the Colorado Revised Statutes (C.R.S.)
1. The domestic entity name for the corporation is:
STWC Holdings, Inc.
--------------------------------------
(The names of the corporation must
contain the term or abbreviation
"corporation", "incorporated",
"company", "limited", "corp.", "inc.",
"co" or "ltd". See ss.7-90-601, C.R.S.
If the corporation is a professional
or special purpose corporation, other
law may apply).
(Caution:The use of certain terms or abbreviations are restricted by law.
Read instructions for more information).
2. The principal office address of the corporation's initial principal office
is:
Street address 1350 Independence St., Suite 300
------------------------------------------
(Street number and name)
Lakewood CO 80125
-------- ----- ---------------
(City) (State) (Zip/Postal code)
USA
----------------------- -----
(Province - if applicable) (Country)
Mailing Address
------------------------------------------
(Leave blank if same (Street number and name or Post Office
as street address) Box information)
---- ----- ---------------
(City) (State) (Zip/Postal code)
---------------------- -------
(Province - if applicable) (Country)
3. The registered agent name and registered agent address of the corporation's
initial registered agent are:
Name
(if an individual)
--------------- ------------ ---- -----
(Last) (First) (Middle) (Suffix)
OR
(if an entity) Hart & Hart, LLC
--------------------------------------------
(Caution: Do no provide both an individual and an entity name).
Street address 1624 Washington St.
--------------------------------------------
(Street number and name)
Denver CO 80203
---- ----- ---------------
(City) (State) (Zip/Postal code)
Mailing Address
------------------------------------------
(Leave blank if same (Street number and name or Post Office
as street address) Box information)
---- ----- ---------------
(City) (State) (Zip/Postal code)
---------------------- -------
(Province - if applicable) (Country)
(The following statement is adopted by marking the box)
[X] The person appointed as registered agent above has consented to being so
appointed.
4. The true name and mailing address of the incorporator are:
Name
(if an individual)
--------------- ------------ ---- -----
(Last) (First) (Middle) (Suffix)
OR
(if an entity) Hart & Hart, LLC
--------------------------------------------
(Caution: Do no provide both an individual and an entity name).
Street address 1624 Washington St.
--------------------------------------------
(Street number and name)
Denver CO 80203
---- ----- ---------------
(City) (State) (Zip/Postal code)
(If the following statement applies, adopt the statement by marking the box and
include an attachment)
[ ] The corporation has one or more additional incorporators and the name and
mailing address of each additional incorporator are stated in an
attachment.
5. The classes of shares and number of shares of each class that the
corporation is authorized to issue are as follows:
[X] The corporation is authorized to issue 100,000,000 common shares that
shall have unlimited voting rights and are entitled to receive the net
assets of the corporation upon dissolution.
[X] Information regarding shares as required by Section 7-106-101, C.R.S., is
included in attachment.
6. (If the following statement applies, adopt the statement by marking the box
and include an attachment)
[X] This document contains additional information as provided by law.
7. (Caution: Leave blank if the document does not have a delayed effective
date. Stating a delayed effective date has significant legal consequences.
Read instructions before entering a date).
(If the following statement applies, adopt the statement by entering a date and,
if applicable, time using the required format).
The delayed effective date and, if applicable, time of this document is/are
______________________________________
(mm/dd/yyyy hour am/pm)
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8. The true name and mailing address of the individual causing the document to
be delivered for filing is:
Hart Will
---- ----- ------ ------
(Last) (First) (Middle) (Suffix)
1624 Washington St.
----------------------
(Street number and name)
Denver CO 80203
----- ----- --------------
(City) (State) (Zip/Postal code)
(If the following statement applies, adopt the statement by marking the box and
include an attachment)
[X] This document contains the true name and mailing address of one or more
additional individuals causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide
legal, business or tax advice, and are furnished without representation or
warranty. While this form/cover sheet is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form/cover sheet. Questions should be addressed to the user's legal,
business or tax advisor(s).
3
STWC HOLDINGS, INC.
Capital Stock
The authorized capital stock of the Corporation shall consist of
100,000,000 shares of common stock, $0.00001 par value, and 20,000,000 shares of
preferred stock, $0.00001 par value.
No share of the common stock shall have any preference over or limitation
in respect to any other share of such common stock. All shares of common stock
shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in dividends. Subject to
the applicable provisions of the laws of this State, the Board of Directors of
the Corporation may, from time to time, declare and the Corporation may pay
dividends in cash, property, or its own shares, except when the Corporation is
insolvent or when the payment thereof would render the Corporation insolvent or
when the declaration or payment thereof would be contrary to any restrictions
contained in this Certificate of Incorporation. When any dividend is paid or any
other distribution is made, in whole or in part, from sources other than
unreserved and unrestricted earned surplus, such dividend or distribution shall
be identified as such, and the source and amount per share paid from each source
shall be disclosed to the stockholder receiving the same concurrently with the
distribution thereof and to all other stockholders not later than six months
after the end of the Corporation's fiscal year during which such distribution
was made.
2. All shares of common stock shall share equally in distributions in
partial liquidation. Subject to the applicable provisions of the laws of this
State, the Board of Directors of the Corporation may distribute, from time to
time, to its stockholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets in cash or property,
except when the Corporation is insolvent or when such distribution would render
the Corporation insolvent. Each such distribution, when made, shall be
identified as a distribution in partial liquidation, out of stated capital or
capital surplus, and the source and amount per share paid from each source shall
be disclosed to all stockholders of the Corporation concurrently with the
distribution thereof. Any such distribution may be made by the Board of
Directors from stated capital without the affirmative vote of any stockholders
of the Corporation.
a. Each outstanding share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.
b. The designations, powers, rights, preferences, qualifications,
restrictions and limitations of the preferred stock shall be established from
time to time by the Corporation's Board of Directors, in accordance with
Colorado Law.
i) Cumulative voting shall not be allowed in elections of directors
or for any purpose.
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ii) No holders of shares of capital stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to
subscribe to any unissued stock or any other securities which the
Corporation may now or hereafter be authorized to issue. The
Board of Directors of the Corporation, however, in its discretion
by resolution, may determine that any unissued securities of the
Corporation shall be offered for subscription solely to the
holders of common stock of the Corporation, or solely to the
holders of any class or classes of such stock, which the
Corporation may now or hereafter be authorized to issue, in such
proportions based on stock ownership as said board in its
discretion may determine.
iii) The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any
stockholder "first right of refusal to purchase" the stock, by
making the stock redeemable, or by restricting the transfer of
the stock under such terms and in such manner as the directors
may deem necessary and as are not inconsistent with the laws of
this State. Any stock so restricted must carry a conspicuous
legend noting the restriction and the place where such
restriction may be found in the records of the Corporation.
iv) The judgment of the Board of Directors as to the adequacy of any
consideration received or to be received for any shares, options,
or any other securities which the Corporation at any time may be
authorized to issue or sell or otherwise dispose of shall be
conclusive in the absence of fraud, subject to the provisions of
these Articles of Incorporation and any applicable law.
Voting
A quorum for any meeting of the Corporation's shareholders shall consist of
the presence, in person or by proxy, of shareholders owning one-third of this
Corporation's outstanding common stock.
Any action required or permitted by the Colorado Business Corporation Act
to be taken at a shareholders' meeting may be taken without a meeting if the
shareholders holding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting, at which
all of the shares entitled to vote thereon were present and voted, consent to
such action in writing.
Transactions with Directors and Other Interested Parties
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by thefact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
2
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
Limitation of Director Liability and Indemnification
No director of the Corporation shall have liability to the Corporation or
to its stockholders or to other security holders for monetary damages for breach
of fiduciary duty as a director; provided, however, that such provisions shall
not eliminate or limit the liability of a director to the Corporation or to its
shareholders or other security holders for monetary damages for: (i) any breach
of the director's duty of loyalty to the Corporation or to its shareholders or
other security holders; (ii) acts or omissions of the director not in good faith
or which involve intentional misconduct or a knowing violation of the law by
such director; (iii) acts by such director as specified by Colorado law; or (iv)
any transaction from which such director derived an improper personal benefit.
No officer or director shall be personally liable for any injury to person
or property arising out of a tort committed by an employee of the Corporation
unless such officer or director was personally involved in the situation giving
rise to the injury or unless such officer or director committed a criminal
offense. The protection afforded in the preceding sentence shall not restrict
other common law protections and rights that an officer or director may have.
The word "director" shall include at least the following, unless limited by
Colorado law: an individual who is or was a director of the Corporation and an
individual who, while a director of a Corporation is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation or of any partnership, joint
venture, trust, other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on or otherwise involve
services by him to the plan or to participants in or beneficiaries of the plan.
To the extent allowed by Colorado law, the word "director" shall also include
the heirs and personal representatives of all directors.
This Corporation shall be empowered to indemnify its officers and directors
to the fullest extent provided by law, including but not limited to the
provisions set forth in the Colorado Business Corporation Act, or any successor
provision.