Sibling Announces Shareholders Meeting
Definitive Proxy Online, Significant Changes Approved by Majority
Atlanta, Georgia--(Newsfile Corp. - July 23, 2012) - Sibling Group Holdings, Inc. (OTCQB: SIBE) (“the Company”) a publicly held company with a strategy to develop and deploy 21st century teaching and learning solutions, announced that it has filed a definitive proxy with the Securities and Exchange Commission (SEC) on Form 14A. The Board of Directors has fully approved all matters, and a majority of votes have already been tendered in approval of all matters. It should become effective on, or about August 9, 2012, on conclusion with its Annual Shareholder's Meeting, in Atlanta, Georgia on that same date.
The proxy, and all matters to be considered at the Shareholder's Meeting, includes significant changes to the Company, is available to all shareholders and for download at the Company web site at http://www.newco4education.com/. The Company has two (2) classes of common stock, including its series common stock. A straw vote of holders has indicated that over 60% of votes of the common holders, and over 90% of the votes of series common stock holders, have fully approved all actions under consideration.
Traditional actions taken included, the election of four (4) individuals to serve on our board of directors for a one-year term, leaving one position unfilled, and ratification of Sherb & Co., LLP as independent auditors for the fiscal year ending December 31, 2012.
A number of the other changes are being approved in conjunction with the proxy action including a name change, restructure of the capital of the company, and changes in the bylaws. In the process, the Company intends to formally change its name to “Sibling Group Holdings, Inc.”, which had been announces earlier. The capital structure change, includes an increase in authorized shares to 500 million, and a provision to allow for the issuance of up to 10 million shares of “blank check” preferred stock. There are no plans in place at this time for issuance of preferred stock.
The Company also intends to convert its series common stock shares, into common stock. These shares were issued in conjunction with the acquisition of Newco4education, LLC in December 2010. In the original issuance there was a provision for an exchange that calls for the series common stock shares that were issued to Newco4edcuation, LLC holders, both vote, and to be converted into shares, representing 85% of the shares outstanding, or roughly 151 votes in this case, and a same number of shares, on conversion for each series common stock share exchanged for common stock. The Company had also issued series common stock to holders of debentures that had been issued during 2007. The shares issued to the former debenture holders convert to 10% of the shares outstanding. In the transaction all of the series shares will be converted, and series common stock eliminated from the capital structure of the Company.
On conclusion of the proxy, the Company expects there to be approximately 15 million shares outstanding, as a result of a proposed reverse split to the current share base of 100:1, such that any holders of 100 shares shall have a single share on completion. Any fractional shares shall round up to the next full share. The Company has also authorized the filing of the Sibling Group Holdings, Inc. 2012 Stock Incentive Plan on Form S-8. The shares underlying this plan are intended for employees, consultants and advisors to the Company, and to provide incentives for participants in future acquisitions.
For more information, call Thomas Shea, Investor Relations Coordinator, at 404-314-5580, or by email at email@example.com.
About Sibling Group Holdings (OTC-QB: SIBE).
The mission of Sibling Group Holdings, Inc. (OTC-QB: SIBE, "the Company") is to utilize advanced technology and education management to enhance and accelerate the delivery of 21st century learning using multiple teaching and learning modalities on a global basis. The mission will be accomplished by accessing funds from the public capital markets and melding them into a unified strategy that will help to accelerate the improvement of K-12 education across the globe. The desired result will be better educated children, a sustainable and cost effective teaching model, primarily for K-12 education, and reduced dependence on governmental funding. For a complete overview please visit the Company web site at: www.newco4education.com.
Safe Harbor: This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Entertainment Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Entertainment Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.sec.gov.