Friday, June 12, 2009

10B Shares Authorized

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SkunK NEWS Alert
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". . . amend the certificate of incorporation of GreenShift so as to increase the number of shares of authorized common stock from 500,000,000 shares to 10,000,000,000 shares."
http://www.sec.gov/Archives/edgar/data/1269127/000126912709000054/ger14c61209.txt

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Why?
"The primary reason for the increase is the requirement contained in GreenShift's agreements with YA Global to maintain a sufficient number of shares of authorized common stock to enable conversion of debt issued by GreenShift to YA Global."

Any Potential?
"Management may utilize the additional shares in connection with corporate acquisitions, joint venture arrangements, . . ."

"Management has not entered into any commitment to issue any shares except upon conversion of the outstanding debentures."

When effective?
"On June 11, 2009, the holder of a majority of the voting power of the outstanding voting stock gave its written consent to the amendment. The amendment will be filed and become effective approximately twenty days after this Information Statement is mailed to the shareholders."

Although the SkunK has pointed this out, the company addresses the potential for a hostile takeover here:

"The amendment of the Certificate of Incorporation is not being done for the purpose of impeding any takeover attempt, and Management is not aware of any person who is acquiring or plans to acquire control of GreenShift. Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without shareholder approval has potential utility as a device to discourage or impede a takeover of GreenShift. In the event that a non-negotiated takeover were attempted, the private placement of stock into"friendly" hands, for example, could make GreenShift unattractive to the party seeking control of GreenShift. This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the party seeking control or who would favor a change in control."

No one should be too surprised the share structure changed. The SkunK told you 9 May we were maxed out at 500M shares with a blog not surprisingly entitled 500M Shares Outstanding .

GERS told us the same thing in the 1Q:

"The number of outstanding shares of common stock as of May 20, 2009 was 500,000,000."

The only thing left to surprise us was which of three options would await us. As the SkunK pointed out - once we hit the 500M OS, we were headed for a Reverse Split, an increase in the OS or some other reorganization involving another company.

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This from the 9 May Blog:

This max 500M OS will also lead to either an increase in the OS, or a reverse split - or the SkunK has a hunch on a third option - we could see a transfer of our shares through merger into a new or existing public company.
http://greenshift-gers.blogspot.com/2009/05/500m-shares-outstanding.html
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Surprise - It was an increase in the OS

One could certainly make a good argument that this OS increase is the same as a 20-1 reverse split. After all, the OS authorized just increased by 20 times. However this does not have an actual dilutive effect until the common shares are put in the float. Yesterday, say I owned 1% of the float. Today I still do. If the float doubles to 1B of the 10B now authorized, I would own .5%.

The major problem of increasing the OS is the very real potential of a decreasing pps if those new shares are accessed quickly - without a corresponding rise in the value of the company.

FOR EXAMPLE
If the value of the company is raised by four times over a period in which the float doubles - that should still be a doubling of the value of each share.

If, however the value of the company stays the same over a period of time that the float doubles - then the value of each shares is cut in half.

The long term price of this stock is still tied to the value of the company. That fundamental has not changed.

Good Luck to Investors,
SkunK

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