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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ART DESIGN, 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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ART DESIGN, INC.
3636 S. Jason St.
Englewood, CO 80113
(303) 781-7280
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ________, 2012
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of Art
Design, Inc. (the "Company") will be held at 3636 S. Jason St., Englewood, CO
80113 on ________, 2012, at 10:00 a.m., for the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Rockdale Resources, Corporation;
(2) to approve an amendment to the Company's Articles of Incorporation such
that the Company would be authorized to issue 10,000,000 shares of preferred
stock; and
(3) to approve an amendment to the Company's Articles of Incorporation to
allow shareholders owning less than all of the Company's common stock to take
action without a meeting in accordance with C.R.S. ss.7-107-104;
to transact such other business as may properly come before the meeting.
February 29, 2012 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 February 29, 2012, there were 10,820,600
outstanding shares of the Company's common stock.
ART DESIGN, INC.
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March __, 2012 Kathy Sheehan, Chief Executive Officer
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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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ART DESIGN, INC.
3636 S. Jason St.
Englewood, CO 80113
(303) 781-7280
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the special meeting of shareholders to be held on _____, 2012, 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 mailed to shareholders of
record on or about ______, 2012.
There is one class of capital stock outstanding, that being common stock.
Provided a quorum consisting of one-third of the shares entitled to vote is
present at the meeting, the adoption of the proposals to come before the meeting
will require the approval of a majority of votes cast at the meeting.
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 February 29, 2012, the shareholdings of
(i) each person owning beneficially 5% or more of the Company's common stock
(ii) each officer 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 and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Kathy Sheehan (1) 2,625,000 24.6%
3636 S. Jason St.
Englewood, Colorado 80113
Todd Sheehan (1) 2,525,000 23.3%
3636 S. Jason St.
Englewood, Colorado 80113
Rebecca Gregarek (2) 3,250,000 30.0%
3636 S. Jason St.
Englewood, Colorado 80113
All Officers and 8,400,000
Directors as a Group 77.9%
(three persons)
(1) Kathy Sheehan and Todd Sheehan are married. Their shares ownership includes
150,000 shares owned by their minor children.
(2) Includes shares held by Ms. Gregarek's husband.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO ROCKDALE RESOURCES, INC.
In February 2012 the Company decided to become involved in the exploration
and development of oil and gas.
Accordingly, the shareholders of the Company are being requested to vote on
the adoption of an amendment to the Company's Articles of Incorporation changing
the name of the Company to Rockdale Resources Corporation.
The Board of Directors recommends that the shareholders vote for this
proposal.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION SUCH THAT THE COMPANY
WOULD BE AUTHORIZED TO ISSUE 10,000,000 SHARES OF PREFERRED STOCK
The Company is presently authorized to issue 50,000,000 shares of common
stock and 1,000,000 shares of preferred stock. As of the date of this proxy
statement, the Company had 10,820,600 outstanding shares of common stock and no
outstanding shares of preferred stock.
Under Colorado law, shares of preferred stock may be issued from time to
time in one or more series as may be determined by the Board of Directors. For
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each series, the voting powers and preferences, dividend rights, preferential
payments on liquidation, rights to convert the preferred shares into common
shares, and any other qualifications, limitations or restrictions will be
established by the Board of Directors.
With this flexibility, the Board of Directors can issue a series of
preferred stock which, unlike common stock, can be specifically tailored to
unique aspects of a financing or an acquisition.
However, the Company is currently authorized to issue only 1,000,000 shares
of preferred stock. The Company is of the opinion that having the ability to
issue more shares of preferred stock would allow the Company to issue multiple
series of preferred stock.
It should be noted, however, that the issuance of preferred stock with
multiple votes per share and dividend rights, which would have priority over any
dividends paid with respect to the holders of common stock, may make the removal
of management difficult, even if the removal would be considered beneficial to
stockholders generally, and may have the effect of limiting stockholders'
participation in transactions such as mergers or tender offers if these
transactions are not favored by the Company's management.
The Company does not have any current plans, arrangements or
understandings, written or oral, with respect to the issuance of any preferred
shares.
The Board of Directors recommends that the shareholders vote for this
proposal.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION SUCH THAT SHAREHOLDERS
WOULD BE AUTHORIZED TO TAKE ACTION BY WRITTEN CONSENT AND WITHOUT A MEETING
Many states, including Colorado, allow shareholders owning a majority of
the shares of a corporation's common stock to approve actions without the
necessity of holding a meeting of the corporation's shareholders. Many
corporations find this to be advantageous, in certain instances, for the
following reasons:
o allowing shareholder action without the necessity of calling and
holding a shareholders' meeting allows for quick action and avoids
unnecessary expense.
o holding a shareholders' meeting is unnecessary when shareholders
owning the number of shares required to approve any resolution at a
meeting have already approved the resolution.
At the present, the Company's Articles of Incorporation allow the Company's
shareholders to approve any action without a meeting only if a written consent
is signed by all of the Company's shareholders.
Since the Company has approximately 80 shareholders of record, the Company
could avoid the time and expense of holding a shareholders' meeting only if the
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Company obtained the written consent from all of the Company's shareholders.
However, obtaining this number of written consents would be impractical, and if
the matter had already been approved by shareholders owning the number of the
shares required to approve the action at a meeting, a waste of effort.
Accordingly, shareholders are being requested to vote on amending the
Company's Articles of Incorporation to allow shareholders owning less than all
of the Company's common stock to take action without a meeting pursuant to
Colorado Revised Statute ss.7-107-104.
The proposal is to amend Article V, Section 8 of the Company's Articles of
Incorporation so it would read as follows:
ARTICLE V
Section 8
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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.
The Board of Directors recommends that the shareholders vote for this
proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December 31,
2011 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
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.
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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ART DESIGN, INC. PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of Art Design acknowledges receipt of the Notice of
the Special Meeting of Stockholders to be held at 3636 S. Jason St., Englewood,
CO 80113, on ___________, 2012, at 10:00 a.m., and hereby appoints Kathy Sheehan
with the power of substitution, as Attorneys and Proxies to vote all the shares
of the undersigned at said annual meeting of stockholders and at all
adjournments thereof, hereby ratifying and confirming all that said Attorneys
and Proxies may do or cause to be done by virtue hereof. The above named
Attorneys and Proxies are instructed to vote all of the undersigned's shares as
follows:
The Board of Directors recommends a vote FOR Proposals 1-3.
(1) To approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Rockdale Resources Corporation;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To approve an amendment to the Company's Articles of Incorporation such
that the Company would be authorized to issue 10,000,000 shares of
preferred stock
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To approve an amendment to the Company's Articles of Incorporation to allow
shareholders owning less than all of the Company's common stock to take
action without a meeting consistent with C.R.S. ss.7-107-104
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
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 ITEMS 1 THROUGH 3.
Dated this day of 2012.
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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 statement by regular mail, email, or fax to:
ART DESIGN, INC.
3636 S. Jason St.
Englewood, CO 80113
(303) 781-7280
ART DESIGN, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on __________, 2012.
1. This notice is not a form for voting.
2. 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.
3. The Proxy Statement, Information Statement, Annual Report to
Shareholders is
available at www.____________________
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
______, 2012 to facilitate timely delivery.
A special meeting of the Company's shareholders will be held at the
Company's offices located at 3636 S. Jason St., Englewood, CO 80113 on ________,
2012, at 10:00 a.m., for the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Rockdale Resources Corporation;
(2) to approve an amendment to the Company's Articles of Incorporation such
that the Company would be authorized to issue 10,000,000 shares of preferred
stock; and
(3) to approve an amendment to the Company's Articles of Incorporation to
allow shareholders owning less than all of the Company's common stock to take
action without a meeting consistent with C.R.S. ss.7-107-104;
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR all proposals
listed on the Notice of Special Meeting of Shareholders.
______, 2012 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at www.____________________:
o Notice of the 2012 Special Meeting of Shareholders
o Company's 2012 Proxy Statement;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy Card
by calling __________, by emailing the Company at www_______________________,
or by visiting www.______________________ and indicating if you want a paper
copy of the proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on ___________, 2012, you can, if desired,
attend the Special Meeting and vote in person.
Shareholders can obtain directions to the 2012 special shareholders'
meeting at www._______________________.
Please visit www._________ to print and fill out the Proxy Card. Complete
and sign the proxy card and mail the Proxy Card to:
Art Design, Inc.
3636 S. Jason St.
Englewood, CO 80113