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,Insiders: No Directors or Officers own any shares.As 10/28/10, Terry Fields became the President/CEO/CFO/Director, the same day the previous President/CEO/CFO/Director, Jurgen Wolf, left the company.Wolf came on board only a couple weeks earlier, on 10/12/10.UTOG had two other Executives/Directors, who also joined and left at the same time as Wolf.Additionally, on 10/12/10 Marshall Diamond-Goldberg joined as a Director (also as a Technical Advisor and Secretary).Here is the related 8-K for the changes above and below in officers and directors.Marshall Diamond-Goldberg resigned on 11/12/10 to avoid any perceived conflict of interest with the failed Bourbon County transaction, leaving Fields as the sole Executive/Director.
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,To acquire 100% of the outstanding common shares, an acquirer can use a Single Step Merger, which requires the approval of a certain percentage of the target shareholders.A Single Step Merger will always assure the acquirer that it will receive 100% of the shares of the target company Other form of US transaction is a tender offer, which can be followed by a second step merger process to eliminate minority shareholders In a single step merger, the level of approval of target shareholders depends on the state of incorporation of the target.50% + 1 share) In a single step merger, the target must prepare and file with the SEC a proxy statement, which once approved by the SEC must be sent to all shareholders of the target company.
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