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
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
SILVERADO FINANCIAL, INC.
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(Name of Registrant as Specified In Its Charter)
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SILVERADO FINANCIAL, INC.
5976 West Las Positas Boulevard
Pleasanton, CA 94588
January __, 2006
To our Shareholders:
Enclosed, please find an Information Statement providing information to you
regarding the following corporate action taken by our Board of Directors and the
holders of the majority of the voting power (the "majority shareholders") of
SILVERADO FINANCIAL, INC.:
Approving an amendment to our Articles of Incorporation to increase the
number of authorized shares of our common stock from 20,000,000 to 100,000,000
and to increase the number of authorized shares of our preferred stock from
1,000,000 to 5,000,000.
The majority shareholders and our Board of Directors have also authorized
our officers to fix the record date for the changes to our Articles of
Incorporation and to execute documents and take other action as is necessary to
effect the authorized action.
The written consent of the majority shareholders assures that the above
action will occur without your vote. Your vote is not required to approve this
action, and the enclosed Information Statement is not a request for your vote or
a proxy statement. This Information Statement is being provided only to inform
you of the action that has been taken.
Very truly yours,
SILVERADO FINANCIAL, INC.
/s/ John Hartman
------------------------
John Hartman
President and Chief Executive Officer
________________________________________________________________________________
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
SILVERADO FINANCIAL, INC.
5976 West Las Positas Boulevard
Pleasanton, CA 94588
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about February 6,
2006 to the holders of record as of the close of business on February 9, 2006
(the "Record Date") of the common stock of SILVERADO FINANCIAL, INC.
("Silverado," "we," or "us" or the "Company"). Our Board of Directors has
approved, and a total of 36 shareholders owning 9,992,153 shares of our common
stock outstanding as of June 1, 2005 and also as of July 7, 2005 and two
shareholders, owning all of our preferred stock, have consented in writing to,
the actions described below. Such approval and consent constitutes the approval
and consent of a majority of the total combined voting power of our outstanding
common stock and our preferred stock and are sufficient under the Nevada General
Corporation Law and our Articles of Incorporation and Bylaws to approve the
action. Accordingly, the actions will not be submitted to the other shareholders
of SILVERADO FINANCIAL, INC. for a vote. This Information Statement is being
furnished to shareholders to provide them with certain information concerning
the actions in accordance with the requirements of the Securities Exchange Act
of 1934 and the regulations promulgated there under, including Regulation 14C.
The date of the Information Statement is February 6, 2006.
GENERAL
We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of our common stock.
We will only deliver one Information Statement to multiple security holders
sharing an address unless we have received contrary instructions from one or
more of the security holders. We will promptly deliver a separate copy of this
Information Statement to a security holder at a shared address to which a single
copy of the document was delivered upon oral or written request to:
SILVERADO FINANCIAL, INC.
5976 West Las Positas Boulevard
Pleasanton, CA 94588
Telephone No.: (925) 227-1500
Security holders may also address future requests for separate delivery of
information statements and/or annual reports by contacting us at the address
listed above.
INFORMATION ON CONSENTING SHAREHOLDERS
Pursuant to our Bylaws and the Nevada General Corporation Law, a vote by
the holders of at least a majority of the voting power of our outstanding
capital stock is required to effect the actions described herein. Our Articles
of Incorporation do not authorize cumulative voting. As of the Record Date, we
had 19,835,524 shares of common stock and 100,000 shares of preferred stock
outstanding. Each share of common stock is entitled to one (1) vote and each
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share of preferred stock is entitled to one (1) vote. Of the total potential
19,835,524 common share votes, more than 50%, or 9,917,762, is required to pass
any stockholder resolution. The consenting majority shareholders of SILVERADO
FINANCIAL, INC. are the owners of 9,992,153 shares of common stock and 100,000
shares of preferred stock representing a total of 50.4% of the total voting
power of the common stock and 100% of the total voting power of the preferred
stock as of the Record Date. Pursuant to NRS 78.320(2), the consenting majority
shareholders of both the common and preferred stock voted in favor of the
actions described herein in written consents dated June 1, 2005 through July 7,
2005. The consenting shareholders' names and shares voted are as follows:
Shares of
Name of Percent of Preferred Stock Percent of
Consenting Outstanding Voted by Outstanding
Stockholder Common Stock Consent Preferred Stock
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John Hartman (1) 729,452 3.7
Sean Radetich (2) 835,046 4.2
Albert Golusin 1,276,442 6.4
Peter Barkman 683,662 3.5
Richard E. Hartman 596,000 3.0
David Kahn 587,000 3.0
Uwe Walctzko 466,000 2.3
Michael Graganni 334,000 1.7
Dominick M. Conti 60,000 0.3
V. A. Bishop 200,000 1.0
Alix Holloway 150,000 0.8
Mark Stream 185,714 0.9
Michael Thorp 245,000 1.2
George Gummow 261,662 1.3
Alex F. Bentley 4,400 0.0
Stephen Hohener 455,000 2.3
Fred Murowski, Jr. 270,507 1.4
Jerry Berkson 306,200 1.5
Gerald Coulter 30,000 0.2
Kelly D. Hartley 47,000 0.2
Jerry D. Hartley 10,000 0.1
Jacquelyn Hartley 112,000 0.6
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Shares of
Name of Percent of Preferred Stock Percent of
Consenting Outstanding Voted by Outstanding
Stockholder Common Stock Consent Preferred Stock
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Martin Fisher 150,000 0.8
Shahla Radetich 57,000 0.3
James Radetich 35,000 0.2
Diane Lipska 125,000 0.6
Ben Lipska 90,000 0.5
Steven Nelson 285,714 1.4 50,000 50
Melanie So 100,000 0.5
Russell R. Ford 285,714 1.4 50,000 50
Duane Sherry 200,000 1.0
Thomas Melillo 200,640 1.0
Lee Peter Stamboller 140,000 0.7
Robert Krushnisky 285,000 1.4
Odyssey Advisors, LLC 153,000 0.8
Lynn Rett 40,000 0.2
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Total 9,992,153 50.4 100,000(3) 100
(1) John Hartman is the President and Chief Executive Officer and a member of
the Board of Directors of SILVERADO FINANCIAL, INC.
(2) Mr. Radetich is the Executive Vice-President and Chief Operating Officer and
a member of the Board of Directors of SILVERADO FINANCIAL, INC.
(3) The 100,000 preferred shares are convertible into an undetermined number of
common shares, which will be issued during January 1-15, 2006 pursuant to the
mandatory conversion provision of our Series C preferred stock. The 100,000
shares of our Series C preferred stock must be converted into $1,000,000 of our
common stock valued at the closing price on the day during such time period on
which the preferred shareholders elect to convert. Assuming the Company's
closing stock price on the conversion day is $0.10 per share, the Series C
preferred stock would be converted into 10,000,000 shares of the Company's
common stock. In addition, if CoreOne's earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the year 2005 are more than
$900,000, then the dollar amount of the Company's common stock upon conversion
will increase $1.50 for each dollar of increased EBITDA over $900,000.
PROPOSALS BY SECURITY HOLDERS
None
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership
of our common stock and preferred stock as of December 31, 2005 with respect to:
(i) each person known to us to be the beneficial owner of more than five percent
of each class of stock; (ii) all of our directors and executive officers; and
(iii) all of our directors and executive officers as a group. The notes
accompanying the information in the table are necessary for a complete
understanding of the information provided below. As of June 1, 2005 and as of
July 7, 2005, there were: 19,835,524 shares of common stock and 100,000 shares
of preferred stock outstanding. Each share of preferred stock is convertible
into an undetermined number of common shares, which will be issued in during
January 1-15, 2006 pursuant to the mandatory conversion provision of our Series
C preferred stock. The 100,000 outstanding shares of our Series C preferred
stock must be converted into $1,000,000 of our common stock valued at the
closing price on the day during such time period on which the preferred
shareholders elect to convert. Assuming the Company's closing stock price on the
conversion day is $0.10 per share, the Series C preferred stock would be
converted into 10,000,000 shares of the Company's common stock. In addition, if
CoreOne's earnings before interest, taxes, depreciation, and amortization
("EBITDA") for the year 2005 are more than $900,000, then the dollar amount of
the Company's common stock upon conversion will increase $1.50 for each dollar
of increased EBITDA over $900,000.
We believe that all persons named in the table have sole voting and
investment power with respect to all shares shown as being owned by them.
Under securities laws, a person is considered to be the beneficial owner of
securities owned by him, his spouse and others to whom the law attributes
ownership, as well as securities that can be acquired by him within 60 days from
the date of this report, including shares which may be acquired upon the
exercise of options, warrants or convertible securities. We determine a
beneficial owner's percentage ownership by assuming that options, warrants or
convertible securities that are held by him, but not those held by any other
person, and which are exercisable within 60 days of the date of this report,
have been exercised or converted.
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Percent of Preferred Percent of
Name and Address of Common Outstanding Stock Outstanding
Beneficial Owner and Relationship to the Company Stock Common Stock Preferred Stock
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John Hartman 1,685,543(2) 8.1(2)
5976 West Las Positas Boulevard
Pleasanton, CA 94588
President, CEO, and Director
Sean Radetich 1,534,193(3) 7.5(3)
5976 West Las Positas Boulevard
Pleasanton, CA 94588
Executive Vice-President, COO, and Director
Russell Ford 5,285,712(4) 21.3(4) 50,000(1) 50
5976 West Las Positas Boulevard
Pleasanton, CA 94588
Vice-President, Eastern Regional Manager, and
Director
George Bell 0 0
5976 West Las Positas Boulevard
Pleasanton, CA 94588
Independent Director
Robert G. Krushnisky 285,000 1.4
92 English Bluff Road
Tsawwassen, British Columbia
Canada V4M 2M4
Independent Director
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Directors and Executive Officers
as a group (-5-persons) 8,790,448 33.2 50,000 50
Albert Golusin 1,276,442 6.4 50,000 50
668 N. 44th Street, Suite 233
Phoenix, Arizona 85008
(1) These preferred shares will be converted into an undetermined number
of common shares, which will be issued during the period January 1
through January 15, 2006 pursuant to the mandatory conversion
provision of our Series C preferred stock. The 100,000 shares of our
Series C preferred stock (of which Russell Ford owns 50,000 shares)
must be converted into $1,000,000 of our common stock valued at the
closing price on the day during such time period on which the
preferred shareholders elect to convert. Assuming the Company's
closing stock price on the conversion day is $0.10 per share, the
Series C preferred stock would be converted into 10,000,000 shares of
the Company's common stock. In addition, if CoreOne's earnings before
interest, taxes, depreciation, and amortization ("EBITDA") for the
year 2005 are more than $900,000, then the dollar amount of the
Company's common stock upon conversion will increase $1.50 for each
dollar of increased EBITDA over $900,000.
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(2) This includes the 956,091 shares that are owed to him by the Company,
but have not been issued.
(3) This includes the 699,147 shares that are owed to him by the Company,
but have not been issued.
(4) This assumes that his 50,000 shares of Series C preferred stock (which
must be converted into the Company's common stock during January 1-15,
2006) are converted into 5,000,000 shares of the Company's common
stock, based on the assumption that the closing price on the day he
elects to convert is $0.10 per share.
NOTICE TO SHAREHOLDERS OF WRITTEN RESOLUTION BY MAJORITY SHAREHOLDERS
AUTHORIZING AN INCREASE IN THE COMPANY'S AUTHORIZED COMMON AND PREFERRED STOCK
The following action was taken based upon the unanimous recommendation by
our Board of Directors and the Resolution Without Meeting of Shareholders to
Increase the Number of Authorized Shares of Silverado Financial, Inc., attached
hereto as Exhibit A.
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors unanimously adopted, and the consenting majority
shareholders also adopted, and approved an amendment to our Articles of
Incorporation to increase our authorized shares of common stock from 20,000,000
shares to 100,000,000 shares and to increase the number of authorized preferred
stock from 1,000,000 shares to 5,000,000 shares (the "Amendment").
Increase in Authorized Shares
Pursuant to NRS 78.320(2) the Board of Directors proposed that the
shareholders authorize the amendment of the Company's Articles of Incorporation
to increase the number of authorized shares of common stock from 20,000,000
shares with a par value of $0.001 per share to 100,000,000 shares with a par
value of $0.001 and an increase of the authorized preferred shares from
1,000,000 to 5,000,000 with a par value of $0.20 per share. The purpose of the
proposed increase is to permit the Company to issue shares for the Company's May
2005 acquisition of Core One Mortgage and potential future acquisitions,
employee stock incentive programs and raising additional capital to fund growth.
Silverado Financial's Board of Directors unanimously approved the proposed
increase to the authorized shares on April 8, 2005.
The Board believes that the proposed increase to the authorized common and
preferred stock will help continue the current growth and provide management
with the necessary shares to acquire additional companies, which management
believes will increase shareholder value; provide shares as incentives to
employees for meeting and/or exceeding growth goals and provide shares for
flexibility in financing current and future growth of the underlying mortgage
business.
As of June 1, 2005 and also as of July 7, 2005, 19,835,524 common shares
are issued and outstanding out of the 20,000,000 authorized, and 100,000
preferred shares are issued and outstanding out of a total authorization of
1,000,000 shares.
Unless deemed advisable by the Board, no further shareholder authorization
would be sought for the issuance of such additional authorized shares. Such
shares could be used for general corporate purposes, including future financings
or acquisitions. Except as noted above, but not limited to, the Board of
Directors has no immediate plans, intentions, or commitments to issue additional
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shares of common stock for any purpose, including rendering more difficult or
discouraging a merger, tender offer, proxy contest or other change in control of
the Company.
We believe that an increase in the number of authorized shares of our
common stock and preferred stock is prudent in order to assure that a sufficient
number of shares of our common stock is available for issuance in the future if
our Board of Directors deems it to be in our and our shareholders' best
interests. A total of 100,000,000 additional authorized shares of common stock
and 5,000,000 additional authorized shares of preferred stock has been
determined by our Board of Directors to be a reasonable estimate of what might
be required in this regard for the foreseeable future to accommodate fundraising
and other opportunities involving the issuance of our capital stock. Immediately
following this increase, the Company will have approximately 80,200,000 shares
of common stock authorized but unissued and available for issuance and
approximately 4,900,000 shares of preferred stock authorized but unissued and
available for issuance.
The remaining authorized but unissued shares of our common stock and
preferred stock will be available for issuance from time to time as may be
deemed advisable or required for various purposes, including the issuance of
shares in connection with financings or acquisition transactions or as
compensation for services, or pursuant to employment agreements; such as 300,000
shares which may be issued to Russell Ford pursuant to the incentive stock bonus
provision of his employment agreement with the Company, and the 956,091 shares
owing to John Hartman and the 699,147 shares owed to Sean Radetich. .
Our Board of Directors will be able to authorize the issuance of shares for
any such above transactions without the necessity, and related costs and delays,
of either calling a special shareholders' meeting or waiting for a regularly
scheduled meeting of shareholders in order to increase the authorized capital.
If in a particular transaction stockholder approval were required, by law or any
stock exchange rules or were otherwise deemed advisable by the Board of
Directors, then the matter would be referred to the shareholders for their
approval notwithstanding that we may have the requisite number of voting shares
to consummate the transaction without such stockholder approval.
The Amendment is not intended to have any anti-takeover effect. However,
our shareholders should note that the availability of additional authorized and
unissued shares of common stock and preferred stock could make any attempt to
gain control of our Company or the Board of Directors more difficult or time
consuming and that the availability of additional authorized and unissued shares
might make it more difficult to remove management. Although the Board of
Directors currently has no intention of doing so, shares of common stock and
preferred stock could be issued by the Board of Directors to dilute the
percentage of common stock and preferred stock owned by any stockholder and
increase the cost of, or the number of, voting shares necessary to acquire
control of the Board of Directors or to meet the voting requirements imposed by
Nevada law with respect to a merger or other business combination involving our
Company. We have no present intention to use the increased authorized common
stock and preferred stock for anti-takeover purposes.
The text of the Amendment is attached to this Information Statement as
Exhibit B. The Amendment will become effective once it is filed with the
Secretary of State of Nevada. Under federal securities laws, we cannot file the
Amendment until at least 20 days after mailing this Information Statement to our
shareholders.
Upon filing the Amendment with the Secretary of State of Nevada, our
authorized shares of common stock will increase from 20,000,000 shares to
100,000,000 shares and our authorized preferred stock will increase from
1,000,000 to 5,000,000 shares.
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Executive Compensation
Summary Compensation Table
The following table provides summary information for the fiscal years 2004,
2003 and 2002 concerning cash and non-cash compensation paid or accrued by us
to, or on behalf of, John Hartman, our president and chief executive officer and
Sean Radetich our Executive Vice-President and chief operating officer. No other
officer earned more than $100,000 during the period. Summary Compensation Table
Annual Compensation Awards Payouts
Summary Compensation Table
Annual Compensation Awards Payouts
------------------------------------- ----------- ----------------
Securities
Restricted Underlying
Name and Principal Position Year Salary ($) Other Annual Stock Options/LTIP All Other
(1) Bonus Compensation Awards SARs Payouts Compensation(1)
John Hartman,
President, CEO, and
Chief Executive Officer 2002 0 0 0 0 0
2003 $105,000 0 0 0 0
2004 $120,000 0 0 0 0
Sean Radetich, Executive
Vice-President, and Chief 2002 0 0 0 0 0
Operating Officer
2003 $33,000 0 0 0 0
2004 $99,000 0 0 0 0
(1) During 2002 Mr. Hartman received 238,610 restricted common shares at a
trading value of $15,000. During 2003, he received 503,913 restricted common
shares at a trading value of $105,000, and for 2004 he is owed 956,091
restricted common shares. During 2003 Mr. Radetich received 137,014 restricted
common shares at a trading value of $33,000, and for 2004 he is owed 699,147
restricted common shares.
Employment Agreements
Except for Russell Ford, who is a Director and Vice-President and Eastern
Regional Manager (and also President of the Company's CoreOne Mortgage, Inc.
subsidiary), there are no employment agreements with any officers or directors
of the Company. Russell Ford's at will employment agreement provides for a base
yearly salary of $120,000 plus (a) commissions of 3% and 0.5%, based on gross
income and loans closed from offices under his supervision, respectively, (b)
40% of gross commission on all self-generated business, and (c) up to 300,000
shares of the Company's common stock pursuant to the incentive stock bonus
provision of such agreement.
Stock Options
There were no stock options granted to executive officers during the fiscal
year ended December 31, 2004 and there was no exercise of stock options during
the last completed fiscal year by the executive officers.
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Audit Committee
We do not have an audit committee. Our entire Board of Directors serves as
our audit committee. As we add directors to our board, we plan to consider the
formation of an audit committee. We have no other committees of the Board of
Directors.
Compensation of Directors
The Company compensates all independent directors $500 for each meeting
attended. George Bell and Robert G. Krushnisky are the Company's independent
directors. The amount is paid in Common shares, the price of which is determined
by the average closing price of the Common stock during the month in which the
meeting is held. No compensation is paid to any employee-director for attendance
at any meeting or any other services provided as a director.
Interests of Certain Persons
No director, executive officer, or any associate thereof, or any other
person has any interest, direct or indirect, by security holdings or otherwise,
in the Amendment to the Articles of Incorporation referenced herein which is not
shared by the majority of the shareholders of the Company.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act and must file reports, proxy statements and other information with the
Securities and Exchange Commission. The reports, information statements and
other information we file with the Commission can be inspected and copied at the
Commission Public Reference Room, 100 F Street, N.E., Room 1024, Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at (800) SEC-0330. The Commission also maintains a Web
site (http://www.sec.gov) that contains reports, proxy, and information
statements and other information regarding registrants, like us, which file
electronically with the Commission.
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ John Hartman
-------------------
John Hartman
President and Chief Executive Officer
January _, 2006
Pleasanton, CA 94588
________________________________________________________________________________
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