UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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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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BRAZIL MINERALS, INC.
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(Name of Registrant As Specified In 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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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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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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No:
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Filing Party:
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Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF BRAZIL MINERALS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Brazil Minerals, Inc.
155 North Lake Avenue, Suite 800
Pasadena, California 91101
INFORMATION STATEMENT
March 5, 2015
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Brazil Minerals, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of common stock, par value $0.001 per share (the "Common Stock"), of Brazil Minerals, Inc., a Nevada corporation (the "Company "), to notify the Stockholders that on February 20, 2015, the Company received approval from the Board of Directors of the Company (the "Board") and a written consent in lieu of a meeting (the "Written Consent") from a certain holder (the "Majority Stockholder") of Series A Preferred Stock, par value $0.001 per share ("Preferred Stock"). The Majority Stockholder beneficially owns one share of Preferred Stock, which has 51% of the voting power with respect to the approval by stockholders of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock from six hundred million (600,000,000) to two billion (2,000,000,000) (the "Authorized Increase").
On February 20, 2015, the Board approved this action and recommended to the Majority Stockholder that he approve them. On February 20, 2015, the Majority Stockholder approved the Authorized Increase by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes ("NRS"). Accordingly, your consent is not required and is not being solicited in connection with the approval of these Authorized Increase.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about March 5, 2015.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
Section 78.320 of the NRS 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 such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the company.
In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about March 5, 2015. This Information Statement contains a brief summary of the material aspects of the Authorized Increase approved by the Board of Brazil Minerals, Inc. (the "Company," "we," "our," or "us ") and the Majority Stockholder which holds a majority of the voting capital stock of the Company.
Voting Stock
As of March 4, 2015, there were issued and outstanding 267,757,476 shares of Common Stock and one share of Preferred Stock. The one share of Preferred Stock entitles the holder to 51% of the total voting power on all matters. Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company is required to approve the Authorized Increase by written consent. The Majority Stockholder has voted his one share of Preferred Stock in favor of the Authorized Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock and Preferred Stock held and voted by the Majority Stockholder in favor of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
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Name of
Majority Stockholder
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Number of Shares of
Voting Stock
Voted by Majority Stockholder
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Percentage of the Voting Equity
that Voted in Favor of
the Authorized Increase
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Marc Fogassa
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0 shares of Common Stock
and 1 Share of Preferred Stock
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51%
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ACTION TO BE TAKEN
The Authorized Increase will become effective on the date that we file a Certificate of Amendment to the Company's Articles of Incorporation, as amended (the "Amendment"), with the State of Nevada. We intend to file the Amendment with the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of our Common Stock will be increased from six hundred million (600,000,000) shares to two billion (2,000,000,000) shares. The Board of Directors believes that the Authorized Increase is necessary and advisable in order to maintain our financing and capital raising ability and for the Company to have enough authorized shares of common stock to enable the holders of our outstanding convertible debt to convert all of such debt into common stock.
As of March 4, 2015, approximately one-third of the increase in the authorized shares of common stock, will be to be pledged as additional collateral to persons who have paid the Company an aggregate of one million dollars for future delivery of GIA-graded polished diamonds, as the transaction documents with such persons provide that the amount of collateral shall be subject to adjustment depending on the amount of diamonds which have been delivered and the market price of our common stock. The earliest time that any such shares placed as collateral will not be returnable to the Company is December 31, 2016, which is the deadline for delivery of the GIA-graded diamonds.
In addition, the second largest part of the newly authorized shares will be used to increase the amount of common stock which will be reserved for issuance upon conversion of outstanding convertible debt of the Company. The transaction documents generally require the Company to reserve between 3 to 5 times the number of shares needed for full conversion of the debt at any given point in time. Due to recent decreases in the market price of the Company's common stock the number of shares of common stock which must be reserved pursuant to such contractual arrangements must be increased. Upon full satisfaction of the debt (by payment or conversion into common stock) the reserves shall be cancelled.
The Authorized Increase will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect our existing stockholders if additional shares are issued.
We are not increasing our authorized shares of Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company or for any planned merger or acquisition.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of March 4, 2015, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of March 4, 2015, there were a total of 267,757,476 shares of Common Stock issued and outstanding and one share of Preferred Stock issued and outstanding.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of March 4, 2015, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the stockholders listed below is: c/o Brazil Minerals, Inc. 155 North Lake Avenue, Suite 800, Pasadena, California 91101. The Certificate of Designations, Preferences and Rights of our Preferred Stock provides that for so long as the Preferred Stock is issued and outstanding, the holders of Preferred Stock shall vote together as a single class with the holders of our Common Stock, with the holders of Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.
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Shares |
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Percent
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Percentage of Voting Power
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Beneficially
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of
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of all Outstanding Classes
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Name and Address (1)
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Office
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Owned (2)
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Class (3)
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of Company Stock (4)
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Common Stock
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Marc Fogassa
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Director, Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
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37,486,787
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(5)
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14.0 |
%
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6.9
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%
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Sainte Valiere, LLC
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25,820,457
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(6)
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9.6
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%
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4.7
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%
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Brazil Mining, Inc.
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11,666,330
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4.4
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%
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2.1
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%
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Ambassador Paul Durand
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Director
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1,294,316
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(7)
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*
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Ambassador Roger Noriega
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Director
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1,187,691
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(7)
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*
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Luis Mauricio Ferraiuoli de Azevedo, Esq.
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Director
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299,433
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(8)
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*
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All executive officers and directors as a group (4 persons)
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40,268,227
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(5)(9)
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14.9
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%
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%
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Series A Preferred Stock
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Marc Fogassa
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Director
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1
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100
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%
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51.0
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%
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All executive officers and directors as a group (4 persons)
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1
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100
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%
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51.0
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%
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———————
* Less than 1%
(1) Unless otherwise specified, the address of each of the officers and directors set forth below is in care of Brazil Minerals, Inc., 155 North Lake Avenue, Suite 800, Pasadena, California 91101.
(2) Beneficial ownership is determined in accordance with rules promulgated by the Securities and Exchange Commission (the "Commission" or the "SEC").
(3) Based on 267,757,476 shares of common stock outstanding and computed in accordance with rules promulgated by the Commission.
(4) The holders of our Preferred Stock vote together as a single class with the holders of our Common Stock, with the holders of Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Preferred Stock then outstanding, and the holders of Common Stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Based on their beneficial ownership of shares of Preferred Stock and Common Stock as of February 20, 2015, each person set forth in the table had the approximate percentage of the voting power of the common and preferred stock voting together as a single class as of such date set forth opposite their name. Mr. Fogassa disclaims voting power as to the shares of common stock owned by Brazil Mining, Inc. because the entire Board of Directors of Brazil Mining, Inc. makes decisions as to the voting of shares of companies owned by Brazil Mining, Inc.
(5) Includes 11,666,330 shares of our common stock owned by Brazil Mining, Inc. ("Brazil Mining"), a Delaware corporation of which Mr. Fogassa is a director and officer, 25,740,458 shares owned by Sainte Valiere, LLC, a limited liability company owned by a trust of which Mr. Fogassa is the sole beneficiary and options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(6) Includes options owned by Sainte Valiere, LLC to purchase 79,999 shares of our common stock at $1.00 per share.
(7) Includes options to purchase 200,000 shares of our common stock at $0.58 per share, options to purchase 200,000 shares of our common stock at $0.09 per share, options to purchase 141,520 shares of our common stock at $0.0959 per share and options to purchase 188,430 shares of our common stock at $0.08175 per share.
(8) Includes options to purchase 141,520 shares of our common stock at $0.0959 per share.
(9) Includes options to purchase an aggregate of 1,601,420 at exercise prices ranging from $0.08175 to $1.00 per share.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2012;
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(2)
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Amendment No. 4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
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You may request a copy of these filings, at no cost, by writing Brazil Minerals, Inc., at 155 North Lake Avenue, Suite 800, Pasadena, California 91101, or telephoning the Company at (213) 590-2500. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement, except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 155 North Lake Avenue, Suite 800, Pasadena, California 91101, or telephoning the Company at (213) 590-2500.
If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company's principal executive offices.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Authorized Increase, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
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/s/ Marc Fogassa
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Chief Executive Officer
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Director
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Dated: March 5, 2015