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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Champion Industries Inc (CE) | USOTC:CHMP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Marshall T. Reynolds
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
1,817,615
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
1,817,615
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,067,742
[See ownership of Harrah & Reynolds Corporation, of which Mr. Reynolds is the sole stockholder and chief executive officer.]
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
53.7%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
The Harrah and Reynolds Corporation
|
I.R.S. Identification Nos. of above persons (entities only):
55-0140550
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
West Virginia
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
4,238,687
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
4,238,687
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,238,687
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
37.5%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
CO
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Glenn W. Wilcox, Sr.
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
125,390
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
125,390
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
125,390
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
1.1%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Phillip E. Cline
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
52,419
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
52,419
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
52,419
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.005%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Neal W. Scaggs
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
62,300
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
62,300
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
62,300
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.006%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Louis J. Akers
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
14,000
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
14,000
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,000
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.001%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Adam M. Reynolds
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
33,043
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
33,043
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
33,043
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.003%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Justin T. Evans
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
0
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
0
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
0
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.00%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
Reporting Person
|
Address
|
|
Marshall T. Reynolds
|
P.O. Box 4040
|
|
Huntington, WV 25729 | ||
The Harrah and Reynolds Corporation |
P.O. Box 4040
|
|
Huntington, WV 25729 | ||
Glenn W. Wilcox, Sr.
|
1705 BB&T Building
|
|
Asheville, NC 28801 | ||
Philip E. Cline
|
P.O. Box 119 | |
Huntington, WV 25706 | ||
Neal W. Scaggs
|
P.O. Box 1650 | |
Logan, WV 25601 | ||
Louis J. Akers |
P.O. Box 2968
|
|
Huntington, WV 25728
|
||
Justin T. Evans |
P.O. Box 2968
|
|
Huntington, WV 25728
|
||
Name of Beneficial Owner
|
Shares Beneficially Owned
|
Percentage of Class
|
Louis J. Akers
|
14,000
|
*
|
Philip E. Cline
|
52,419
|
*
|
Marshall T. Reynolds
|
10,910,396
(1) (2)
|
67.6
%
(2)
|
Neal W. Scaggs
|
62,300
(3)
|
*
|
Glenn W. Wilcox, Sr.
|
125,390
|
1.1%
|
Adam M. Reynolds (5) | 33,043 |
*
|
Justin T. Evans
|
-0-
|
*
|
All directors and executive officers as a group (7 persons)
|
11,197,548
|
69.2
%
(4)
|
(1)
|
Includes 4,238,687 shares owned by The Harrah and Reynolds Corporation and 2,440 shares owned by wife (with respect to which reporting person has no voting or investment power).
|
(2)
|
Also includes presently exercisable warrants owned by Mr. Reynolds to purchase shares of common stock equal to 30% of the then issued and outstanding common stock of the Company on a fully diluted, post-exercise basis. Based on the 11,299,528 shares of Company common stock currently issued and outstanding, exercise in full of the warrants would result in issuance of an additional 4,842,654 shares. The percent of class reflected above as owned by Mr. Reynolds includes common stock attributable to these warrants. Excluding the effect of the warrants, Mr. Reynolds beneficially owns 53.7% of currently outstanding common stock.
|
(3)
|
Joint voting and investment power shared with wife respect to 62,300 shares.
|
(4)
|
Giving effect to warrants. Excluding effect of warrants, percentage of class owned by all directors and executive officers is 55.9%.
|
(5)
|
Effective March 1, 2016 Adam M. Reynolds, age 33, was appointed President and Chief Executive Officer of Champion Industries, Inc. Mr. Adam Reynolds is succeeding his uncle, Marshall T. Reynolds, in this position. Mr. Marshall Reynolds will remain the Company's Chairman of the Board of Directors.
|
·
|
The proposed Preferred Series A shares would be non-voting shares.
|
·
|
The voting power for the election of directors and for all other voting purposes would be vested exclusively in the holders of the Class A common shares and, except as otherwise required by law, the holders of the proposed Preferred Series A shares would not have any voting power or be entitled to receive any notice of meetings of shareholders.
|
·
|
The proposed Preferred Series A shares would be issued in consideration of the conversion by a stockholder of $2,500,000.00 principal amount of debt owed to such shareholder by the Company, and shall be issued on the date of the Conversion upon surrender and cancellation of such debt by such stockholder (the “Conversion Date”).
|
·
|
The proposed Preferred Series A shares would be entitled to a preference in the event of liquidation as to proceeds thereof, over the common shares.
|
·
|
The proposed Preferred Series A shares would be entitled to a contingent dividend (as described below) and a preference as to dividends, and no dividends would be paid by the Company to any holders of any class of common shares unless and until such dividends as are required to be paid to the proposed Preferred Series A shares have in fact been declared and paid to the holders of the proposed Preferred Series A shares.
|
·
|
The proposed Preferred Series A shares would be entitled to receive a contingent dividend, at the rate of six percent (6.00%) per annum on the par value thereof, to be paid in the first quarter of the next ensuing fiscal year, following any fiscal year in which the net income of the Company after taxes is at least $1,000,000.00 or greater;
provided, however
, that no dividend would be permitted to be paid on the proposed Preferred Series A shares, and such shares would have a zero percent (0.00%) dividend rate, unless the corporation earned at least $1,000,000.00 in net income after taxes in the prior fiscal year.
|
·
|
On each anniversary of the Conversion Date (each, an “
Anniversary Date
”), the Company would have the option and right to redeem, in whole or in part, Preferred Series A shares at the redemption price of $1,000 per share (par), at the option of the Company.
|
·
|
The proposed Preferred Series A shares do
not
have a conversion right to convert the proposed Preferred Series A shares to any class of common shares.
|
Exhibit
|
Name
|
|||
99.1
|
Board Resolutions adopted by the Board of Directors on January 18, 2016 (authorizing proposed transaction)
|
|||
Exhibit
|
Name
|
|||
99.2
|
Exhibit A to the Board Resolution
|
|||
Exhibit
|
Name
|
|||
99.3
|
Exhibit B Part 1 to the Board Resolution
|
|||
Exhibit
|
Name
|
|||
99.4
|
Exhibit B Part 2 to the Board Resolution
|
|||
/s/ Marshall T. Reynolds
|
||||
Marshall T. Reynolds
|
||||
The Harrah and Reynolds Corporation | ||||
By: |
/s/ Marshall T. Reynolds
|
|||
Marshall T. Reynolds
|
||||
/s/ Glenn W. Wilcox, Sr.
|
||||
Glenn W. Wilcox, Sr.
|
||||
/s/ Philip E. Cline
|
||||
Philip E. Cline
|
||||
/s/ Neal W. Scaggs
|
||||
Neal W. Scaggs
|
||||
/s/ Louis J. Akers
|
||||
Louis J. Akers
|
||||
/s/ Adam M. Reynolds
|
||||
Adam M. Reynolds
|
||||
/s/ Justin T. Evans
|
||||
Justin T. Evans
|
||||
1 Year Champion Industries (CE) Chart |
1 Month Champion Industries (CE) Chart |
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