UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
UNITED
ENERGY CORP.
(Exact
name of registrant as specified in its corporate charter)
000-30841
Commission
File No.
|
Nevada
|
22-3342379
|
|
(State
of Incorporation)
|
(IRS
Employer Identification No.)
|
600
Meadowlands Parkway #20, Secaucus, N.J. 07094
(Address
of principal executive offices)
(800)
327-3456
(Issuer's
telephone number)
Not
applicable
(Former
name if changed since last report)
UNITED
ENERGY CORP.
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE
ACT OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This
Information Statement is being mailed on or about March 12, 2008 to the holders
of record, as of the close of business on February 29, 2008 (the “Record Date”),
of shares of common stock, $0.01 par value (the “Common Stock”), of United
Energy Corp., a Nevada corporation (the “Company”).
1. Appointment
of Board Members
As
disclosed in our Current Report on Form 8-K filed with the Securities and
Exchange Commission (“SEC”) on January 31, 2008, on January 25, 2008, in
accordance with the Company’s Bylaws, the Company’s Board of Directors (the
“Board”) elected Jack Silver and Adam Hershey to fill vacancies in the Board.
Pursuant
to a Securities Purchase Agreement, dated March 18, 2005, among the Company
and
the Purchasers identified therein, including Sherleigh Associates Profit Sharing
Plan (“Sherleigh”), as amended by the First Amendment to Securities Purchase
Agreement, dated as of January 26, 2006, and by the Second Amendment to
Securities Purchase Agreement, dated as of March 9, 2006 (as amended, the
“Purchase Agreement”), during the period of March 2005 through March 2006,
Sherleigh purchased from the Company (a) 1,333,333 shares of Common Stock,
(b)
warrants to acquire 5,682,667 shares of Common Stock, and (c) three shares
of
the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) for
an aggregate purchase price of $1,090,331.
The
Purchase Agreement and the Preferred Stock provide that, upon the occurrence
of
a “Triggering Event” and during the “Period of Triggering Event”, the holders of
the majority of the outstanding shares of Preferred Stock have the right to
designate up to a majority of the members of the Board. “Triggering Event” is
defined as (i) failure of the Company to have gross revenues of at least $5
million for the six month period ending September 30, 2006 or (ii) material
breach by the Company of any of its representations, warranties, agreements
or
covenants contained in the Purchase Agreement and certain other agreements
and
instruments entered into in connection therewith. The Company failed to have
gross revenues of at least $5 million during the six months ended September
30,
2006, and thus, a Triggering Event has occurred. “Period of the Triggering
Event” is defined as date commencing upon the occurrence of a Triggering Event
and ending on the date the purchasers under the Purchase Agreement no longer
hold in the aggregate at least 1,500,000 shares of Common Stock issued pursuant
to the Purchase Agreement and issuable upon the exercise of any warrants issued
pursuant to the Purchase Agreement or upon conversion of the Preferred
Stock.
The
Company received a notice dated January 18, 2008 from Sherleigh stating that
due
to the occurrence of a Triggering Event, it intends to exercise its right under
the Purchase Agreement to designate a majority of the Board and named Messrs
Silver, Hershey and Peter Rappaport as its designees. Following the receipt
of
the notice, on January 25, 2008, the Board voted to elect Messrs Silver and
Hershey, but not Mr. Rappaport as members of the Board. In addition, Mr. Silver
was appointed as the Chairman of the Board.
In
compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder,
the
appointment of Mr. Rappaport cannot take effect until at least ten days after
this Information Statement is filed with the SEC and mailed or delivered to
all
of the Company’s stockholders. Following the expiration of such ten day period,
Mr. Rappaport will be appointed as a director of the Company to fill a vacancy
in the Board.
THIS
INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY. WE
ARE
NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH THE ITEMS DESCRIBED
HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE TAKEN
IN
CONNECTION WITH THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT IS NOT
AN
OFFER TO PURCHASE YOUR SHARES.
2
.
Voting Securities of the Company
As
of the
Record Date, we had 31,030,115 shares of Common Stock and 3 shares of Preferred
Stock issued and outstanding. Each share of Common Stock entitles the holder
thereof to one vote on each matter that may come before a meeting of our
shareholders. As set forth above,
upon
the
occurrence of a “Triggering Event” and during the “Period of Triggering Event”,
the holders of the majority of the Preferred Stock have the right to designate
up to a majority of the members of the Board.
3.
Security Ownership of Certain Beneficial Owners and Management as of the Record
Date
The
following table sets forth information regarding the number of shares of Common
Stock and Preferred Stock beneficially owned as of February 29, 2008, by each
of
our directors and nominees, each of our executive officers named in the Summary
Compensation Table below, all of our executive officers and directors as a
group, and by any person or “group,” as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, known to us to own beneficially more than
5% of the outstanding shares of our Common Stock or Preferred Stock. Except
as
otherwise set forth below, the address of each of the persons listed below
is
c/o United Energy Corp., 600 Meadowlands Parkway, #20, Secaucus, New Jersey
07094.
|
Name
and Address
Of
Beneficial Owner
|
|
Title
of
Class
|
|
Amount
and
Nature
of
Beneficial
Ownership
|
|
Percent
of
Class
(1)
|
|
Ronald
Wilen (2)
|
|
Common
Stock
|
|
4,397,000
|
|
13.8%
|
|
James
McKeever
|
|
Common
Stock
|
|
3,000
|
|
*
|
|
Martin
Rappaport (3)
|
|
Common
Stock
|
|
3,030,000
|
|
9.5%
|
|
Jack
Silver (4)
|
|
Common
Stock
|
|
3,155,340
|
|
9.9%
|
|
|
|
Preferred
Stock
|
|
3
|
|
100%
|
|
Adam
Hershey
|
|
|
|
0
|
|
*
|
|
Peter
Rappaport
|
|
|
|
0
|
|
*
|
|
Joseph
J. Grano, Jr. (5)
|
|
Common
Stock
|
|
2,508,665
|
|
7.9%
|
|
All
directors and executive officers as a group (5 persons)
|
|
Common
Stock
|
|
10,585,340
|
|
31.6%
|
|
|
|
Preferred
Stock
|
|
3
|
|
100%
|
*
Less
than 1% of outstanding shares.
|
(1)
|
As
of February 29, 2008, the Company has 31,030,115 shares of Common
Stock
and three shares of Preferred Stock outstanding. Unless otherwise
indicated in these footnotes, each stockholder has sole voting and
investment power with respect to the shares beneficially owned. All
share
amounts reflect beneficial ownership determined pursuant to Rule
13d-3
under the Exchange Act. All information with respect to beneficial
ownership has been furnished by the respective director, executive
officer
or stockholder, as the case may be.
|
|
(2)
|
Includes
(i) stock options to purchase 400,000 shares at an exercise price
of $1.11
per share, (ii) stock options to purchase 100,000 shares at an exercise
price of $1.80 per share, (iii) stock options to purchase 300,000
shares
at an exercise price of $1.00 per share, and (iv) stock options to
purchase 10,000 shares at an exercise price of $1.60 per share, which
are
currently exercisable.
|
|
(3)
|
Includes
(i) stock options to purchase 10,000 shares at an exercise price
of $0.70
per share, (ii) stock options to purchase 10,000 shares at an exercise
price of $1.30 per share, (iii) stock options to purchase 10,000
shares at
an exercise price of $1.18 per share, (iv) stock options to purchase
30,000 shares at an exercise price of $1.00 per share, (v) stock
options
to purchase 10,000 shares at an exercise price of $1.60 per share
and (vi)
warrants to purchase 750,000 shares at an exercise price of $2.00
per
share, which are currently
exercisable.
|
|
(4)
|
I
ncludes
(i) 2,313,333 shares of Common Stock held by Sherleigh, a trust of
which
Mr. Silver is the trustee; (ii) 5,682,667 shares of Common Stock
issuable
upon exercise of warrants held by Sherleigh; and (iii) 24,000 shares
of
Common Stock issuable upon conversion of 3 shares of Preferred Stock
held
by Sherleigh, but excludes shares of Common Stock underlying such
warrants
and Preferred Stock to the extent following the exercise or conversion
thereof, Sherleigh and its affiliates would be deemed to beneficially
own
more than 9.99% of the total number of issued and outstanding Common
Stock
of the Company. Pursuant to the terms of the warrants and the Preferred
Stock, the warrants and the Preferred Stock cannot be exercised or
converted to the extent following such exercise or conversion the
holder
or its affiliates would beneficially own more than 9.99% of the total
number of issued and outstanding Common Stock of the
Company.
|
|
(5)
|
Includes
1,875,332 shares of Common Stock, warrants to purchase 633,333 shares
of
Common Stock. Mr. Grano’s address is c/o Centurion Holdings LLC, 1185
Avenue of the Americas, Suite 2250, New York, NY
10036.
|
4.
Changes in Control
There
has
not been a change in control of the Company since the beginning of the Company’s
last fiscal year; however, following the appointment of Peter Rappaport to
the
Board a change in control will occur by virtue of the fact the majority of
the
Board will have been nominated by Sherleigh.
4.
Directors and Executive Officers
The
following table shows the positions held by our board of directors and executive
officers and their ages as of February 29, 2008.
|
Name
|
Age
|
|
Position
|
|
Ronald
Wilen
|
68
|
|
Director,
Chief Executive Officer, President and Secretary
|
|
James
McKeever, CPA
|
41
|
|
Interim
Chief Financial Officer
|
|
Martin
Rappaport
|
70
|
|
Director
|
|
Jack
Silver
|
64
|
|
Director,
Chairman of the Board
|
|
Adam
Hershey
|
35
|
|
Director
|
|
Peter
Garson-Rappaport
|
25
|
|
Director
Nominee
|
Ronald
Wilen.
Mr.
Wilen has served as a member of the Board since October 1995, our Chief
Executive Officer since November 2007, and our Secretary since May 2006. Mr.
Wilen also served as our Chief Executive Officer from October 1995 to September
2004, our President from October 1995 to August 2001, our Executive Vice
President of Research and Development from October 1995 to November 2007 and
as
our Chairman of the Board from August 2001 to January 2008.
James
McKeever, CPA.
Mr.
McKeever has been our Interim Chief Financial Officer since January 2004. He
also continues to be a partner in the accounting firm of Abrams & McKeever
CPA’s, which he joined in January 2000. Mr. McKeever has more than 17 years’
experience in public accounting and financial reporting, and is a member of
the
New Jersey Society of Certified Public Accountants.
Martin
Rappaport.
Mr.
Rappaport has served as a member of the Board since June 2001. Mr. Rappaport
is
self-employed. For more than 30 years, he has developed and managed commercial
and residential real estate (including owning the building where our office
is
located). Mr. Rappaport is an active supporter and contributor to Blythedale
Children’s Hospital in Valhalla, New York.
Jack
Silver.
Mr.
Silver has served as a member of the Board as its C
hairman
since January 2008. Mr. Silver is the principal investor and manager of SIAR
Capital, LLC, an independent investment fund that invests primarily in
undervalued, emerging growth companies, and is the trustee of Sherleigh. Mr.
Silver was designated by Sherleigh as its nominee to the Board pursuant to
the
Purchase Agreement.
Adam
Hershey.
Mr.
Hershey has served as a member of the Board since January 2008. Mr. Hershey
has
been a partner at SIAR Capital, LLC since September 2007. From March 2005 until
joining SIAR, Mr. Hershey was a Vice President and Portfolio Manager of
Neuberger Berman, LLC, a subsidiary of Lehman Brothers, managing capital for
institutions and high net worth individuals. From 2003 to March 2005, Mr.
Hershey was a Partner and Portfolio Manager at Sloate, Weisman, Murray &
Company, a registered investment advisor that was acquired by Neuberger Berman,
LLC in March 2005. Mr. Hershey was designated by Sherleigh as its nominee to
the
Board pursuant to the Purchase Agreement.
Peter
Garson-Rappaport.
Mr.
Rappaport is an analyst at SIAR Capital, LLC. He has been at SIAR since December
2006. He previously was a co-owner and manager of Wash U Wash, a third party
provider of laundry and dry-cleaning services. He also served as deputy finance
director of Jeff Smith for Congress Campaign in the spring of 2004. Mr.
Rappaport was designated by Sherleigh as its nominee to the Board pursuant
to
the Purchase Agreement.
Directors
are elected annually and serve until the next annual meeting of the Company’s
stockholders, and until their successors have been elected and have qualified.
Due to the occurrence of a Triggering Event under the terms of the Purchase
Agreement and the Preferred Stock, Sherleigh, as the holder of all of our
outstanding Preferred Stock, has the right to elect a majority of our Board.
Officers are appointed to their positions, and continue in such positions,
at
the discretion of the directors.
Board
Committees
The
Board of Directors is the acting Audit Committee. The Board of Directors does
not have a nominating or a compensation committee
or
other
board committee performing the equivalent functions
.
Because
we do not have any securities listed on a national securities exchange, we
are
eligible for exemptions from provisions of the Exchange Act requiring
independent directors, certain independent board committees and written charters
addressing certain corporate governance matters. We have elected to take
advantage of these exemptions. We believe that the size of our company does
not
warrant the need to establish such committees or to recruit and retain
independent directors solely for the purpose of establishing such committees.
Board
Meetings
During
the last fiscal year there were six meetings of the Board of Directors. There
were no incumbent directors who during the last fiscal year attended fewer
than
75% of the total meetings of the Board of Directors.
Family
Relationships
There
are
no family relationships among our executive officers and directors.
Legal
Proceedings
During
the past five years, none of our executive officers, directors or person
nominated to become a director has been involved in a legal proceeding material
to an evaluation of the ability or integrity of such person.
6.
Director and Executive Compensation
The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by our Chief Executive Officer
and
all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.
|
Summary
Compensation Table
|
|
Name
and
Principal
Position
|
|
Fiscal
Year
|
|
Salary
|
|
Option
Awards
|
|
All
other
Compensation
|
|
Total
|
|
|
|
|
|
($)
|
|
($)
|
|
($)
(1)
|
|
($)
|
|
Ronald
Wilen
|
|
2007
|
|
200,000
|
|
3,875
|
|
8,901(2)
|
|
212,776
|
|
Chief
Executive Officer,
President
and Secretary
|
|
2006
|
|
207,693
|
|
15,400
|
|
17,039(2)
|
|
240,132
|
|
Brian
King (3)
|
|
2007
|
|
200,000
|
|
495,000
|
|
17,067
(4)
|
|
712,067
|
|
Former
President and
Chief
Executive Officer
|
|
2006
|
|
178,154
|
|
580,000
|
|
14,424
(4)
|
|
772,578
|
|
(1)
|
The
Company pays for medical insurance for all employees. Included in
the
table is the amount of the premiums paid by us dependent on the coverage
provided.
|
|
(2)
|
During
the fiscal years ended March 31, 2007 and 2006, the Company paid
for the
leases on two automobiles used by Mr. Wilen under monthly lease payments.
The Company also paid for medical insurance for Mr. Wilen at a rate
of
$320.02 per month.
|
|
(3)
|
Mr.
King resigned as President and Chief Executive Officer and as a director
on November 9, 2007.
|
|
(4)
|
The
Company paid for Mr. King’s medical insurance at a rate of $1,362.09 per
month.
|
Employment
Agreements
The
Company and Ronald Wilen entered into an employment agreement, dated as of
April
16, 2007 that provides for his continued
employment
with the Company through April 16, 2012. The term of Mr. Wilen’s employment
may be extended for a five year term unless either party provides written notice
of termination. Under the terms of the employment agreement, Mr. Wilen
receives annual compensation in the amount of $200,000 base salary, which
increases by 2.5% on each anniversary date. In addition, for each year of
employment, Mr. Wilen is entitled to receive options or warrants for 50,000
shares of the Company’s Common Stock.
If
Mr. Wilen is terminated without cause, as defined in his employment
agreement, or by Mr. Wilen for good reason, as defined in his employment
agreement, he will receive as severance (i) an amount equal to his then current
base salary for the lesser of 12 months or the remainder of his employment
term,
payable at the option of the Company in a lump sum payment or in monthly
installments over two years and (ii) an amount equal to the cost the Company
would have incurred in providing Mr. Wilen with health and disability insurance
coverage for a period of 18 months.
The
agreement also contains covenants governing confidentiality, non-competition
and
non-solicitation upon the termination of his employment. The non-compete
continues for a period of two years following termination of Mr. Wilen’s
employment.
Director
Compensation
The
following table shows compensation paid to all directors who are not also
employees during the last fiscal year.
|
Name
|
|
Option
Awards
($)
|
|
Total
($)
|
|
Jack
Silver (1)
|
|
-
|
|
-
|
|
Adam
Hershey (1)
|
|
-
|
|
-
|
|
Martine
Rappaport
|
|
3,875
|
|
3,875
|
|
Louis
Bernstein (2)
|
|
3,875
|
|
3,875
|
|
Andrea
Pampanini (2)
|
|
3,875
|
|
3,875
|
|
(1)
|
Mr.
Silver and Mr. Hershey were appointed directors on January 25,
2008.
|
|
(2)
|
Mr.
Bernstein and Ms. Pampanini resigned as directors on January 1,
2008.
|
|
(2)
|
Each
non-employee director and Ron Wilen receives options for 10,000 shares
of
our common stock in lieu of an annual retainer and meeting fees.
Other
than the 10,000 options granted there are no special fees, contracts
entered into, or payments made in consideration of any director’s service
as a director.
|
Outstanding
Equity Awards at Fiscal Year End
|
|
|
Option
Awards
|
|
Name
|
|
Number
of Securities
Underlying
Unexercised Options (#) Exercisable
|
|
Option
Exercise Price ($)
|
|
Option
Expiration
Date
|
|
Ronald
Wilen,
|
|
40,000
|
|
1.00
|
|
3/31/2015
|
|
Chief
Executive Officer,
|
|
10,000
|
|
1.60
|
|
1/1/2016
|
|
President
and Secretary
|
|
10,000
|
|
1.00
|
|
3/30/2017
|
|
|
|
400,000
|
|
1.11
|
|
3/4/2012
|
|
|
|
100,000
|
|
1.80
|
|
11/16/2012
|
|
|
|
|
|
|
|
|
|
Brian
King,
|
|
500,000
|
|
1.00
|
|
9/15/2014
|
|
Former
President and
|
|
500,000
|
|
1.06
|
|
4/1/2015
|
|
Chief
Executive Officer
|
|
250,000
|
|
2.05
|
|
4/1/2016
|
Stock
Option Plan
In
August
2001, our stockholders approved the 2001 Equity Incentive Plan which provides
for the grant of stock options to purchase up to 2,000,000 shares of common
stock to any employee, non-employee director or consultant at our board’s
discretion. Under the 2001 Equity Incentive Plan, options may be exercised
for a
period up to ten years from the date of grant. Options issued to employees
are
exercisable upon vesting, which can range between the date of the grant to
up to
five years.
An
amendment and restatement of the 2001 Equity Incentive Plan increasing the
number of shares issuable under the plan to a total of 4,000,000 was approved
by
the Board of Directors on May 29, 2002 and was approved by our shareholders
at
the annual meeting.
Under
the
2001 Plan, options are granted to non-employee directors upon election at the
annual meeting of stockholders at a purchase price equal to the fair market
value on the date of grant. In addition, non-employee director stock options
shall be exercisable in full twelve months after the date of grant unless
determined otherwise by the compensation committee.
There
were stock options to purchase 185,000 shares of our common stock available
for
future grant as of March 31, 2007 under the 2001 Equity Incentive
Plan.
7.
Certain Relationships and Related Party Transactions
The
Company has an amount due to Robert Seaman, a shareholder and former director
of
the Company. The amount due as of February 29, 2008 is $244,141. This amount
is
unsecured, non-interest bearing and due upon demand.
Martin
Rappaport, a former director of the Company, owns the building in which the
Company leases its principal executive offices in Secaucus, New Jersey. The
Company pays $115,200 per year under the lease, excluding real estate taxes.
The
Company believes that this transaction is on terms no less favorable to the
Company than could have been obtained from unaffiliated third
parties.
During
January and February 2005, Ron Wilen,
a
director, Chief Executive Officer, President and Secretary
of the
Company loaned the Company $133,600. The loan was unsecured, non-interest
bearing and due upon demand. The loan was repaid in April 2005.
During
August 2005, Ron Wilen and Brian King, former President and Chief Executive
Officer of the Company, each loaned the Company $100,000. The loans were both
unsecured, non-interest bearing and due upon demand. Each of these loans was
repaid in full in April, 2006.
Securities
Purchase Agreement
Pursuant
to the Purchase Agreement, in March 2005, Sherleigh purchased from the Company
533,333 shares of Common Stock and Series A Warrants to acquire 266,667 shares
of Common Stock for a purchase price of $426,664. Thereafter, during the period
of August 2005 through January 2006, Sherleigh purchased, pursuant to the
Purchase Agreement, 800,000 additional shares of Common Stock and additional
Series A Warrants to acquire 400,000 shares of Common Stock for an aggregate
purchase price of $639,667. Then in March 2006, pursuant to the Purchase
Agreement, Sherleigh purchased 3 shares of Preferred Stock, Series B Warrants
to
acquire 12,000 shares of Common Stock and Series C Warrants to acquire 5,004,000
shares of Common Stock for a purchase price of $24,000.
In
addition, pursuant to the Purchase Agreement, and the Preferred Stock, upon
the
occurrence of a “Triggering Event” and during the “Period of Triggering Event”,
the holders of the majority of the outstanding Preferred Stock have the right
to
designate up to a majority of the members of the Company’s Board of Directors.
“Triggering Event” is defined as (i) failure of the Company to have gross
revenues of at least $5 million for the six month period ending September 30,
2006 or (ii) material breach by the Company of any of its representations,
warranties, agreements or covenants contained in the Purchase Agreement and
certain other agreements and instruments entered into in connection therewith.
The Company failed to have gross revenues of at least $5 million for the six
months ended September 30, 2006, and thus a Triggering Event has occurred.
“Period of the Triggering Event” is defined as date commencing upon the
occurrence of a Triggering Event and ending on the date the purchasers under
the
Purchase Agreement no longer hold in the aggregate at least 1,500,000 shares
of
Common Stock issued pursuant to the Purchase Agreement or issuable upon the
exercise of any warrants issued pursuant to the Purchase Agreement or upon
conversion of the Preferred Stock.
The
Purchase Agreement also provides that until March 18, 2009, the purchasers
have
the right to participate in any future equity financing, including securities
convertible into or exchangeable into equity securities.
Series
A, Series B and Series C Warrants
Each
of
the Series A, Series B and Series C Warrants provide that they may be exercised
at any time prior to the five year anniversary date of the issuance of such
warrants, for an exercise price of $1.00 per share. The warrants also provide
for cashless exercise at the option of the holder and anti-dilution protection
in the event the Issuer is deemed to have issued shares of Common Stock for
a
price less than the exercise price.
Series
A Convertible Preferred Stock
Each
share of Preferred Stock earns dividends at the rate of 6% per annum of the
Stated Value of $8,000. Such dividends are payable from legally available funds
on June 30th and December 30 of each year, or at the option of the holder,
in
shares of Common Stock of the Company at $1.00 per share.
Each
share of Preferred Stock is convertible into 8,000 shares of Common Stock at
the
option of the holder. Such conversion rate is subject to anti-dilution
protections in the event the Issuer is deemed to have issued shares of Common
Stock at a price less than the conversion price.
The
holders of the Preferred Stock have no voting rights except as required by
law
and except the right to designate and elect a majority of the Issuer’s board of
directors upon the occurrence of a Triggering Event, as described
above.
In
the
event of a liquidation, dissolution or winding up of the Company’s business, the
holders of the Preferred Stock have a liquidation preference equal to $8,000
per
share of Preferred Stock plus all accrued but unpaid dividends
thereon.
Registration
Rights Agreements
In
connection with the Purchase Agreement the Company entered into a Registration
Rights Agreement, wherein it agreed to file a registration statement registering
the Common Stock issued pursuant to the Purchase Agreement and the Common Stock
underlying the Series A Warrants, the Series B Warrants and the Preferred
Stock.
In
connection with the Second Amendment to the Purchase Agreement, the Company
entered into a Registration Rights Agreement, wherein it agreed to file a
registration statement registering the Common Stock underlying the Series C
Warrants.
8.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section
16(a) of the Securities Act of 1934, as amended, requires our directors and
executive officers, and persons who own more than 10% our outstanding common
stock, to file with the SEC, initial reports of ownership and reports of changes
in ownership of our equity securities. These persons are required by SEC
regulations to furnish us with copies of all the reports they file.
Based
solely on a review of the copies of the reports furnished to us and written
representations that no other reports were required for those persons during
the
fiscal year ended March 31, 2007, we believe that all of our officers, directors
and greater than 10% beneficial owners complied with the reporting requirements
of Section 16(a) of the Securities Exchange Act of 1934, as
amended.
9.
Legal Proceedings Involving Directors and Executive
Officers
The
Company is not aware of any legal proceedings in which any of the following
persons is a party adverse to the Company or has a material interest adverse
to
the Company: (a) any current director, officer, or any owner of record or
beneficial owner of more than five percent of any class of voting securities
of
the Company; (b) any person proposed for appointment or election as a director
or officer of our Company; or (c) any affiliate of any such person.
10.
Shareholder Communications
Shareholders
of the Company are able to send communications to the Board of Directors at
the
offices of the Company set forth on the cover page of this Information
Statement.
|
Dated:
March 12, 2008
|
By
Order of the Board of Directors of:
|
|
|
|
|
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UNITED
ENERGY CORP.
|
|
|
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/s/
Ronald Wilen
|
|
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Ronald
Wilen
|
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Chief
Executive Officer
|
United Energy (PK) (USOTC:UNRG)
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