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Retail Supplier Parent Authorizes Increases In Number Of Shares Of Common Stock
June 27,2017 Retail energy holding company Premier Holding Corporation in an 8-K notified stockholders that on June 23, 2017, a majority of stockholders agreed to amend the company's certificate of incorporation to increase the total number of authorized shares of common stock from 450,000,000 to 1,400,000,000 Premier Holding Corporation recently completed the acquisition of retail supplier American Illuminating Company and is also the parent of broker The Power Company In an 8-K, Premier Holding Corporation said, "The Board of Directors and the Majority Shareholders have approved the amendment to the articles of incorporation in order to provide the Company with flexibility in pursuing its long-term business objectives." Premier Holding Corporation said in the 8-K that the primary reasons for the amendment are: • Management may in the future pursue opportunities to obtain capital in order to fully implement the company’s business plan. A reserve of common shares available for issuance from time-to-time will enable the company to entertain a broad variety of financing proposals. • Management may utilize the additional shares in connection with corporate acquisitions, joint venture arrangements, or for other corporate purposes, including the solicitation and compensation of key personnel. "Management has not entered into any commitment to issue any shares, and is not engaged in any negotiations with respect to any transaction of the sort listed above. There are no outstanding options or warrants to purchase shares of the Company's common stock, nor is there any derivative security outstanding that may be converted by the holder into shares of the Company's common stock either with or without the payment of additional consideration," Premier Holding Corporation said in the 8-K "The increase in the number of common shares available for issuance is not being done for the purpose of impeding any takeover attempt. 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 the Company. In the event that a non-negotiated takeover were attempted, the private placement of stock into 'friendly' hands, for example, could make the Company unattractive to the party seeking control of the Company. 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," Premier Holding Corporation said in the 8-K "As a result of the increase in authorized common stock, there will be approximately 1,000,000,000 common shares available for issuance. The Board of Directors will be authorized to issue the additional common shares without having to obtain the approval of the Company’s shareholders. Nevada law requires that the Board use its reasonable business judgment to assure that the Company obtains 'fair value' when it issues shares. Nevertheless, the issuance of the additional shares would dilute the proportionate interest of current shareholders in the Company. The issuance of the additional shares could also result in the dilution of the value of shares now outstanding, if the terms on which the shares were issued were less favorable than the contemporaneous market value of the Company’s common stock," Premier Holding Corporation said in the 8-K
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