UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
Registrant x Filed by a
Party other than the Registrant ¨
Check the
appropriate box:
x
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Preliminary Proxy
Statement
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Confidential, for use of the
Commission only (only as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive Additional
Materials
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Soliciting
Material Pursuant to Section
240.14a-12
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CHANTICLEER HOLDINGS,
INC.
(Name of
Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities
to which transaction
applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit 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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(4)
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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 fee 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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(2)
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Form, Schedule or Registration
Statement No.
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Chanticleer
Holdings, Inc.
11220 Elm
Lane, Suite 103
Charlotte,
NC 28277
NOTICE OF SPECIAL MEETING OF
THE STOCKHOLDERS TO BE HELD MARCH ___, 2011
Dear
Stockholders:
Notice is
hereby given that a Special Meeting of Stockholders of Chanticleer Holdings,
Inc., a Delaware corporation (“we”, “us” or the “Company”), will be held at 9:00
a.m. local time on March ___, 2011 at the Company’s headquarters, 11220 Elm
Lane, Suite 103, Charlotte, NC 28277, to consider and act upon the following
items of business:
1. To
authorize the Company to effect a 2-for-1 forward stock split of the Company’s
common stock; and
2. To
transact any other business that properly comes before the Special Meeting or
any adjournments thereof.
All of
the above matters are more fully described in the accompanying Proxy
Statement.
Only
stockholders of record of the Company at the close of business on January 28,
2011 will be entitled to receive notice of and to vote at the Special Meeting or
any adjourned session. A list of all stockholders of record as of the record
date will be open for inspection at the meeting. Any questions
regarding the Special Meeting, including questions regarding directions to
attend the Special Meeting and vote in person, are to be directed to the Company
at (704) 366-5122.
The
accompanying Proxy Statement is being mailed to the stockholders on or about
February ___, 2006.
Important Notice Regarding the
Availability of Proxy Material for the Shareholder Meeting to be held on March
___, 2011 — The proxy statement, annual report on Form 10-K for the
year ended December 31, 2009, and quarterly report on Form 10-Q for the
nine months ended September 30, 2010, are available on the Internet at
__________.
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Sincerely,
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/s/ Michael D. Pruitt
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MICHAEL
D. PRUITT
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Chief
Executive Officer
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Charlotte,
NC
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February
___,
2011
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ALL
STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD
SO THAT YOUR SHARES MAY BE REPRESENTED AT THIS MEETING AND TO ENSURE A QUORUM.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES USING THE ACCOMPANYING
ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR
SHARES. PROXIES CAN ALSO BE REVOKED BY SUBMITTING A NEW PROXY WITH A LATER DATE
OR BY DELIVERING WRITTEN INSTRUCTIONS TO THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY.
WHEN
COMPLETING YOUR PROXY CARD, PLEASE SIGN YOUR NAME AS IT APPEARS PRINTED. IF
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE YOUR FULL TITLE. A PROXY EXECUTED BY A CORPORATION MUST BE SIGNED BY AN
AUTHORIZED OFFICER.
CHANTICLEER
HOLDINGS, INC.
4201
Congress Street, Suite 145
Charlotte,
NC 28209
PROXY
STATEMENT
PURSUANT
TO SECTION 14(A)
OF
THE SECURITIES EXCHANGE ACT OF 1934
SPECIAL
MEETING OF THE STOCKHOLDERS TO BE HELD MARCH ___, 2011
This
Proxy statement and accompanying form of proxy is furnished in connection with
the solicitation of proxies by the Board of Directors (the “Board”) of
Chanticleer Holdings, Inc. (sometimes hereinafter referred to as “we”, “us”,
“Company” or “Chanticleer”), for a Special Meeting of Stockholders of the
Company (the “Special Meeting”) to be held at the Company’s corporate offices at
9:00 a.m. local time on March ___, 2011 at 11220 Elm Lane, Suite 103, Charlotte,
NC 28277.
At the
Special Meeting, stockholders will be asked (i) to authorize the Company to
effect a 2-for-1 forward stock split of the Company’s common stock (the “Common
Stock”); and (ii) to transact such other business that may properly come before
the Special Meeting or any adjournments thereof.
GENERAL
The
enclosed proxy is solicited by the Board of the Company for the purposes set
forth in the Notice of Special Meeting of Stockholders. The solicitation is
being made by mail and we may also use our officers, employees and consultants
to solicit proxies from stockholders either in person or by telephone,
facsimile, e-mail or letter, without additional compensation. We will pay the
cost for solicitation of proxies, including preparation, assembly and mailing
this Proxy Statement and proxy. Such costs normally include charges from brokers
and other custodians, nominees and fiduciaries for the distribution of proxy
materials to the beneficial owners of our Common Stock. The approximate mailing
date of this Proxy Statement and Notice of Special Meeting and form of proxy is
February ___, 2011.
Pursuant
to a vote of the Board, each stockholder of record at the close of business on
January 28, 2011 (the “Record Date”), is entitled to notice of and vote at the
Special Meeting. As of the close of business on the record date, we had
shares of Common Stock outstanding. Each share of Common Stock outstanding on
the record date entitles the holder thereof to one vote. Consistent with
Delaware law and as provided under our By-laws, the holders of a majority of the
shares entitled to cast votes on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter.
Required
Vote
The
affirmative vote of the holders of a majority of our outstanding Common Stock is
required to approve the forward stock split under Proposal 1 (the “Forward
Split”). The Board has approved Proposal 1 and recommends that you
vote FOR the proposal.
Inspector of
Elections
Votes
cast by proxy or in person at the Special Meeting will be tabulated by persons
appointed by our Board to act as Inspector of Elections for the meeting. The
Inspector of Elections will count the total number of votes cast for approval of
each proposal for purposes of determining whether sufficient affirmative votes
have been cast. The Inspector of Elections will count shares represented by
proxies that reflect abstentions and “broker non-votes” (i.e., shares
represented at the Special Meeting held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum. Abstentions and broker non-votes are treated as votes against the
authorization of the Forward Split under Proposal 1.
Voting
Registered
stockholders can vote their shares by mailing their signed proxy card or voting
in person. Stockholders who hold their shares in street name will need to
contact their broker or other nominee.
Proxies
Proxies
returned to us or our transfer agent, Routh Stock Transfer, Inc. (“Transfer
Agent”), and properly executed will be voted in accordance with the
stockholders’ instructions. You specify your choice by appropriately marking the
enclosed proxy card. Brokers holding shares for the account of their clients may
vote such shares in the manner directed by their clients.
Any
proxy, which is timely signed and returned with no other markings, will be voted
in accordance with the recommendation of our Board. The proxies also give our
Board discretionary authority to vote the shares represented thereby on any
matter which was not known as of the date of this Proxy Statement and is
properly presented for action at the Special Meeting.
The
execution of a proxy will in no way affect your right to attend the Special
Meeting and vote in person. You have the right to revoke your proxy prior to the
Special Meeting by giving notice to our Chief Executive Officer, Michael D.
Pruitt, at our executive offices. You may also complete and submit a new proxy
prior to the Special Meeting or you may revoke a previously submitted proxy at
the Special Meeting by giving notice to our Chief Executive Officer at the
Special Meeting.
For
convenience in voting your shares on the enclosed proxy card, we have enclosed a
postage-paid return envelope to our Transfer Agent, who will assist in
tabulating the stockholder vote.
Our
mailing address is 11220 Elm Lane, Suite 103, Charlotte, NC 28277. Our telephone
number is (704) 366-5122, and facsimile number is (704) 366-2463.
Dissenters’
Rights
The
corporate actions described in this Proxy Statement will not afford stockholders
the opportunity to dissent from the actions described herein or to receive an
agreed or judicially appraised value for their shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the
Company's knowledge, the following table sets forth information with respect to
beneficial ownership of outstanding common stock as of December 31, 2011,
by:
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each person known by the Company
to beneficially own more than 5% of the outstanding shares of the
Company's Common Stock;
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each of the Company's named
executive officers;
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each of the Company's directors;
and
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all of the Company's executive
officers and directors as a
group.
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Beneficial
ownership is determined in accordance with the rules of the U.S. Securities and
Exchange Commission (the "SEC") and includes voting or investment power with
respect to the securities as well as securities which the individual or group
has the right to acquire within 60 days of the original filing of this Proxy
Statement. Unless otherwise indicated, the address for those listed below is c/o
Chanticleer Holdings, Inc., 11220 Elm Lane, Suite 103, Charlotte,
NC 28277. Except as indicated by footnote, and subject to applicable
community property laws, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them. The number of shares of the Common Stock outstanding
used in calculating the percentage for each listed person includes the shares of
Common Stock underlying options or other convertible securities held by such
persons that are exercisable within 60 days of December 31, 2010, but excludes
shares of Common Stock underlying options or other convertible securities held
by any other person. The number of shares of Common Stock outstanding as of
December 31, 2010, was 1,270,959. Except as noted otherwise, the amounts
reflected below are based upon information provided to the Company and filings
with the SEC.
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Number
of Shares of
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Name
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Common Stock Owned
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Percentage of Class
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Sandor
Capital Master Fund LP (1)
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77,386 |
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6.1 |
% |
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Robert
B. Prag (2)
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90,000 |
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7.1 |
% |
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Michael
D. Pruitt (3)
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193,262 |
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15.2 |
% |
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Michael
Carroll
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2,500 |
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* |
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Brian
Corbman
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2,550 |
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* |
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Paul
I. Moskowitz
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100 |
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* |
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Keith
Johnson
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- |
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* |
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Officers
and Directors
As
a Group (5 Persons)
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198,412 |
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15.6 |
% |
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(1)
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John
S. Lemak has investment and voting control over the securities held by
Sandor Capital Master Fund LP. Sandor maintains principal
offices at 2828 Routh Street, Suite 500, Dallas, TX
75201.
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(2)
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Mr.
Prag’s address is 2455 El Amigo Road, Del Mar, CA
92014.
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(3)
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Includes
22,297 shares of common stock held by Avenel Financial Group, Inc., a
corporation controlled by Michael D.
Pruitt.
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FORWARD-LOOKING
STATEMENTS MAY PROVE INACCURATE
This
Proxy Statement contains forward-looking statements that involve risks and
uncertainties. Such statements are based on current expectations, assumptions,
estimates and projections about the Company and its industry. Forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity, performance,
achievements and prospects to be materially different from those expressed or
implied by such forward-looking statements. The Company undertakes no obligation
to update publicly any forward-looking statements for any reason even if new
information becomes available or other events occur in the future. The Company
believes that such statements are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Actual
outcomes are dependent upon many factors. Words such as "anticipates,"
"believes," "estimates," "expects," "hopes," "targets" or similar expressions
are intended to identify forward-looking statements, which speak only as of the
date of this Proxy Statement, and in the case of documents incorporated by
reference, as of the date of those documents. The Company undertakes no
obligation to update or release any revisions to any forward-looking statements
or to report any events or circumstances after the date of this Proxy Statement
or to reflect the occurrence of unanticipated events, except as required by
law.
FORWARD
SPLIT
General
On
January 20, 2010, our Board of Directors consented in writing without a meeting
to a 2 for 1 forward split of the Company's outstanding shares of Common Stock,
and recommended the matter be submitted to the Company's stockholders for their
approval.
Reasons
for the Forward Split
In
approving the Forward Split, the Board considered that the Company's Common
Stock may not appeal to brokerage firms that are reluctant to recommend
securities with low trading volume to their clients. Investors may also be
dissuaded from purchasing stocks with low trading volumes. Moreover, the
analysts at many brokerage firms do not monitor the trading activity or
otherwise provide coverage of stocks with low trading volumes. The Board also
believes that most investment funds are reluctant to invest in stocks with low
trading volumes.
The Board
proposed the Forward Split as one method to attract investors and business
opportunities in the Company. The Company believes that the Forward Split may
improve the volume of the Company's Common Stock traded and could help generate
additional interest in the Company.
However,
the effect of the Forward Split upon the market price for the Company's Common
Stock cannot be predicted, and the history of similar stock split combinations
for companies in like circumstances is varied. The market price of the Company's
Common Stock is also based on its performance and other factors, some of which
may be unrelated to the number of shares outstanding.
Potential
Risks of the Forward Split
Upon
effectiveness of the Forward Split, there can be no assurance that the trading
volume of the Company's Common Stock will increase at a level in proportion to
the increase in the number of outstanding shares resulting from the Forward
Split, that the Forward Split will result in a trading volume that will increase
the Company's ability to attract and retain employees and other service
providers or that the trading volume of the post-split Common Stock will be
maintained. The market price and trading volume of the Company's Common Stock
will be based on its financial performance, market condition, the market
perception of its future prospects, as well as other factors, many of which are
unrelated to the number of shares outstanding.
Effects
of the Forward Split
General
Pursuant
to the Forward Split, each share of the Company's Common Stock issued and
outstanding, or held as treasury shares, immediately prior to the effectiveness
of the Forward Split, will become 2 shares of the same class of the Company's
Common Stock after consummation of the Forward Split.
Effect on
Authorized and Outstanding Shares
The
Company is currently authorized to issue a maximum of 200,000,000 shares of
Common Stock and no shares of preferred stock. There are 1,266,673 shares of
Common Stock issued and outstanding, or held as treasury shares. The number of
issued and outstanding shares of capital stock, including treasury shares (as
well as the number of shares of Common Stock underlying any options, warrants,
convertible debt or other derivative securities), will be increased to a number
that will be approximately equal to the number of shares of capital stock issued
and outstanding, or held as treasury shares, immediately prior to the
effectiveness of the Forward Split, multiplied by 2.
With the
exception of the number of shares issued and outstanding, or held as treasury
shares, the rights and preferences of the shares of Common Stock prior and
subsequent to the Forward Split will remain the same. It is not anticipated that
the Company's financial condition, the percentage ownership of management, the
number of stockholders, or any aspect of the Company's business will materially
change as a result of the Forward Split.
The
Forward Split will be effected simultaneously for all of the Company's Common
Stock and the exchange ratio will be the same for all of the Company's issued
and outstanding capital stock. The Forward Split will affect all of our
stockholders uniformly and will not affect any stockholder's percentage
ownership interests in the Company or proportionate voting power.
The
Company will continue to be subject to the periodic reporting requirements of
the Exchange Act. The Company's Common Stock is currently registered under
Section 12(g) of the Exchange Act and as a result, is subject to periodic
reporting and other requirements. The proposed Forward Split will not affect the
registration of the Company's Common Stock under the Exchange Act.
Number of
Shares of Common Stock Available for Future Issuance
The
number of shares of Common Stock the Company is authorized to issue will remain
200,000,000 shares of Common Stock after giving effect to the Forward Split. The
ratio of shares of Common Stock issued and outstanding to shares authorized and
available for issue will increase after the Forward Split from approximately
..00636% to approximately .01270%. The actual number of shares of Common Stock
authorized and available for issuance will decrease as a result of the Forward
Split from approximately 198,729,041 shares to 197,458,082 shares.
Effectiveness
of the Forward Split
The
Company anticipates effectuating the Forward Split, through the filing of a
Certificate of Amendment to the Certificate of Incorporation with the Office of
the Secretary of State of Delaware, promptly upon receipt of the approval of
stockholders at the Special meeting. After the filing of the
Certificate of Incorporation, our Transfer Agent will be instructed to issue
each stockholder the additional shares resulting from the Forward Split.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES TO THE COMPANY OR THE TRANSFER AGENT.
Certain
Federal Income Tax Consequences
The
following discussion summarizing certain federal income tax consequences of the
Forward Split is based on the Internal Revenue Code of 1986, as amended (the
"Code"), the applicable Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and practices in effect on the date
this Proxy Statement was first mailed to stockholders. This discussion is for
general information only and does not discuss consequences that may apply to
special classes of taxpayers (e.g., non-resident aliens, broker-dealers, or
insurance companies).
The
receipt of the Common Stock following the effective date of the Forward Split,
solely in exchange for the Common Stock held prior to the Forward Split will not
generally result in a recognition of gain or loss to the
stockholders.
The
adjusted tax basis of a stockholder in the Common Stock received after the
Forward Split will be the same as the adjusted tax basis of the Common Stock
held prior to the Forward Split exchanged therefore, and the holding period of
the Common Stock received after the Forward Split will include the holding
period of the Common Stock held prior to the Forward Split exchanged therefore.
No gain or loss will be recognized by the Company as a result of the Forward
Split. The Company's views regarding the tax consequences of the Forward Split
are not binding upon the Internal Revenue Service or the courts, and there can
be no assurance that the Internal Revenue Service or the courts would accept the
positions expressed above.
THIS
SUMMARY IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS
ALL ASPECTS OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES OF THE FORWARD SPLIT
AND IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. IN PARTICULAR, AND WITHOUT
LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF COMMON STOCK ARE
HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE
FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY'S STOCKHOLDERS IN LIGHT OF THEIR
INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL
TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES,
INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS
AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY
CONSEQUENCES OF THE FORWARD SPLIT UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS.
THE STATE AND LOCAL TAX CONSEQUENCES OF THE FORWARD SPLIT MAY VARY AS TO EACH
STOCKHOLDER DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER RESIDES. AS A
RESULT, IT IS THE RESPONSIBILITY OF EACH STOCKHOLDER TO OBTAIN AND RELY ON
ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE
FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE FORWARD SPLIT,
INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION
OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH
THE FORWARD SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE
RESPONSIBILITY OF EACH STOCKHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL,
STATE AND LOCAL TAX RETURNS.
EFFECTIVE
DATE OF STOCKHOLDER ACTIONS
The
Company anticipates effectuating the Forward Split, through the filing of a
Certificate of Amendment to the Certificate of Incorporation with the Office of
the Secretary of State of Delaware, promptly after receipt of the approval of
the stockholders at the Special Meeting.
STOCKHOLDERS
SHARING AN ADDRESS
The
Company will deliver only one Proxy Statement to multiple stockholders sharing
an address unless the Company has received contrary instructions from one or
more of the stockholders. The Company undertakes to deliver promptly, upon
written or oral request, a separate copy of the Proxy Statement to a stockholder
at a shared address to which a single copy of the Proxy Statement is delivered.
A stockholder can notify the Company that the stockholder wishes to receive a
separate copy of the Proxy Statement by contacting the Company via telephone at
(704) 366-5122 or at the address set forth above.
AVAILABLE
INFORMATION
We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, which requires us to file reports, proxy statements and other
information with the SEC. You may inspect and request copies (at prescribed
rates) of our reports, proxy statements and other information filed by us at the
public reference facilities at the SEC’s office at Judiciary Plaza, 100 F
Street, N.E., Washington, D.C. 20549, at the SEC’s Regional Office at Room 1102,
Jacob K. Javits Federal Building, 26 Federal Plaza, New York, NY 10278 and at
the SEC’s Regional Office at 44 Montgomery Street, Suite 1100, San Francisco, CA
94101. Our reports, proxy statements and other information can also be accessed
electronically by means of the SEC’s home page on the Internet at
http://www.sec.gov.
STOCKHOLDER
PROPOSALS
All
stockholder proposals intended to be submitted at the Company’s next annual
meeting of stockholders must be received by the Chief Executive Officer of the
Company on or before the date to be specified in the Company’s Form 10-Q, which
date shall be a reasonable time before we begin to print and mail our proxy
materials for such meeting, in order to be considered for inclusion in the
Company’s proxy materials for such meeting. Any such proposals should be sent in
writing to 11220 Elm Lane, Suite 103, Charlotte, NC 28277, attention Chief
Executive Officer.
Appendix
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
CHANTICLEER
HOLDINGS, INC.
Chanticleer
Holdings, Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:
1. The Certificate of Incorporation of the
Corporation is hereby amended by deleting Article Fourth thereof in its entirety
and inserting the following in lieu thereof:
"FOURTH:
The total number of shares of stock of which the Corporation shall have
authority to issue is 200,000,000, all of which shall be shares of Common Stock,
par value $.0001 per share.
Upon this
Certificate of Amendment to the Certificate of Incorporation of the Corporation
becoming effective pursuant to the General Corporation Law of the State of
Delaware (the "Effective Time"), each share of the Corporation's common stock,
par value $.0001 per share (the "Old Common Stock"), issued and outstanding
immediately prior to the Effective Time, will be automatically reclassified as
and converted into two (2) shares of common stock, par value $.0001 per share,
of the Corporation (the "New Common Stock"). Any stock certificate that,
immediately prior to the Effective Time, represented shares of the Old Common
Stock will, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent the number of shares of
the New Common Stock as equals the product obtained by multiplying the number of
shares of Old Common Stock represented by such certificate immediately prior to
the Effective Time by two (2) (the "Forward Stock Split")."
2. The foregoing amendment was duly
adopted in accordance with the provisions of Sections 242, 141 (by written
consent of the board of directors), and 211 (at a special meeting of the
stockholders) of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the undersigned has caused this Certificate to be executed on
March ___, 2011.
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CHANTICLEER
HOLDINGS, INC.
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By:
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Name:
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Title:
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THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CHANTICLEER
HOLDINGS, INC.
PROXY -
SPECIAL MEETING OF STOCKHOLDERS
March
___, 2011
The
undersigned hereby appoints Michael D. Pruitt, the true and lawful attorney and
proxy of the undersigned, with full power of substitution, to vote all of the
shares of Common Stock of Chanticleer Holdings, Inc. (the “Company”) which the
undersigned is entitled to vote at the Special Meeting of Stockholders of the
Company to be held at the Company’s headquarters, 11220 Elm Lane, Suite 103,
Charlotte, NC 28277, on March ___, 2011, at 9:00 a.m. local time, or at any
adjournment thereof.
The
undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Special Meeting and Proxy
Statement, both dated February ___, 2011.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO APPROVE THE FORWARD
SPLIT.
1. To
authorize the Company to effect a 2-for-1 forward stock split of the Company’s
common stock.
FOR
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AGAINST
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ABSTAIN
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NOTE:
Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. When signing as joint tenants, all parties in the
joint tenancy must sign. When a corporation gives a proxy, an authorized officer
should sign it.
Signature:
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