DEF 14C 1 v055206_def14c.htm


SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

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[_] Preliminary Information Statement
[_] Confidential, For Use of the Commission only
 
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
 


RTO HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)

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DEFINITIVE INFORMATION STATEMENT

RTO HOLDINGS, INC.
307 South Main Street
Pratt, Kansas 67124

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Holders of the Common Stock of RTO Holdings, Inc:
 
The purpose of this Definitive Information Statement is to notify you that the holders of shares representing a majority of the voting stock of RTO Holdings, Inc. (“we,” “us,” “our” “Company”) have given their written consent to resolutions adopted by the Board of Directors (“Board”) to amend the Articles of Incorporation to change the name of our Company to Orion Ethanol, Inc. The Board fixed September 21, 2006 as the record date for determining the holders of our voting stock entitled to notice and receipt of this Definitive Information Statement. We anticipate that the Definitive Information Statement will be mailed on October 23, 2006 to our stockholders of record. On or after November 2, 2006, the Certificate of Amendment to our Articles of Incorporation will be filed with the Nevada Secretary of State and become effective (the “Effective Date”). The Nevada Revised Statutes permits holders of a majority of the voting power to take stockholder action by written consent. Accordingly, we will not hold a meeting of our stockholders to consider or vote upon the amendment to our Articles of Incorporation.

FORM OF NOTICE OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION

The Board, by written consent dated September 21, 2006, resolved to amend Article I of our Articles of Incorporation so as to change the name of our Company to Orion Ethanol, Inc. Pursuant to NRS 78.320 a majority of the voting power, representing 68.90% of the issued and outstanding common stock of our Company, acting by written consent dated September 21, 2006, approved the change of name of our Company from RTO Holdings, Inc. to Orion Ethanol, Inc.

Our Company was originally formed for the purpose of developing mining properties. However in 1986, due to the costs involved, management shifted the focus of our Company from mining and sought to develop a business in other areas either alone or through an acquisition but their efforts were unsuccessful. On August 28, 2006, Orion Ethanol, LLC, a renewable energy company, completed a reverse acquisition of our Company pursuant to a Securities Exchange Agreement, whereby membership units of Orion were exchanged for shares that constituted 95.75% of the issued and outstanding common stock of our Company. As a result of the share exchange transaction, the Board decided to change the name of our Company to reflect our new business focus.

The name change is intended to better reflect our business as a renewable energy company focusing on ethanol production. We are currently in the process of constructing plants and facilities that will initially produce approximately 55 million gallons of ethanol per year to be distributed throughout the United States. Ethanol is a renewable fuel produced from the fermentation of grain which, historically, have been blended by refiners with gasoline to increase octane and decrease tailpipe emissions. Ethanol is the primary blend component for E85, a fuel blend composed of up to 85% ethanol, which is used by flexible fuel vehicles or other vehicles capable of using such fuel.

FOR THE BOARD OF DIRECTORS
October 23, 2006

Patrick N. Barker
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER

 
IMPORTANT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY

GENERAL INFORMATION REGARDING CONSENTS

This Definitive Information Statement is being furnished you in connection with the change in our Company’s name from RTO Holdings, Inc. to Orion Ethanol, Inc. The name change was approved by the written consent of a majority of the voting common stock issued by our Company and by the unanimous written consent of our Board dated September 21, 2006.
 
We are incorporated in the State of Nevada and are therefore subject to Title 7 of the Nevada Revised Statutes. Section 78.320 of the Nevada Revised Statutes permits our stockholders to take action without a meeting if the votes represented by consents in writing, setting forth the action so taken, represent a majority of our voting power.

A majority of our shareholders approved a Certificate of Amendment to our Articles of Incorporation to change our Company’s name to Orion Ethanol, Inc. After the tenth day following the mailing of this Definitive Information Statement to our shareholders, the Board will instruct our officers to file, as soon as practicable, a Certificate of Amendment with the Nevada Secretary of State in a form substantially similar to the attached Appendix “A” to effect the amendment. Once effective, we will no longer be named “RTO Holdings, Inc." The expected date of this action shall be November 2, 2006.

Shareholders holding a majority in interest of our outstanding voting stock have already approved the amendment to our Articles of Incorporation as set forth above, on September 21, 2006, therefore no additional approval is required.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION

EXCHANGE OF SHARE CERTIFICATES

Certificates for our common stock that recite the name "RTO Holding, Inc." will continue to represent shares in our Company after the Effective Date. If, however, a stockholder wishes to acquire a certificate reciting the name "Orion Ethanol, Inc." after the Effective Date, he or she may do so by surrendering his or her certificate(s) to our transfer agent with a request for a replacement certificate and the appropriate stock transfer fee. Our transfer agent is: Standard Registrar and Transfer Company, Inc., 12528 South 1840 East, Draper, Utah 84020. Tel: (801) 571-8844.

EFFECTIVE TIME OF AMENDMENT

We plan to file a Certificate of Amendment effecting the name change on the tenth day following the mailing of this Definitive Information Statement to our shareholders. We expect the effective date to be on or about November 2, 2006.

 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth information regarding beneficial ownership of our common stock as of September 21, 2006 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.
 
Unless otherwise specified, the address of each of the persons set forth below is in care of 307 S. Main, Pratt, KS 67124.
 
Security
Name & Address of Beneficial Owner
Office, If Any
Amount & Nature of Beneficial Ownership(1)
Percent of
Class(2)
Common Stock
Patrick N. Barker(3)
Chairman and Chief Executive Officer
24,807,057
75.95%
Common Stock
Greengroup, LLC (3)
None
24,807,,057
75.95%
Common Stock
Greengroup Ethanol, LLC (3)
None
24,807,057
75.95%
Common Stock
SNB Associates, LLC (3)
None
24,807,057
75.95%
Common Stock
H. Richard Jarboe
Chief Operating Officer
0
*
Common Stock
Lane Hamm
Treasurer and Chief Financial Officer
0
*
Common Stock
Joshua Barker
Executive Vice President - Risk Management
0
*
Common Stock
Timothy C. Barker
Executive Vice President - Development
0
*
Common Stock
All officers and directors as a group
(5 persons named above)
N/A
24,807,057
75.95%
 

*
Less than 1%
1
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
2
A total of 32,661,025 shares of our Common Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Owner above, any options exercisable within 60 days have been included in the denominator.
3
Consists of 22,503,772 shares held directly by SNB Associates, LLC and 2,303,285 shares held by Wildcat Holdco, LLC, a limited liability company controlled by SNB Associates, LLC. Greengroup Ethanol, LLC owns a controlling interest (62.84%) in SNB Associates, LLC and Greengroup, LLC owns a controlling interest (85.92%) in Greengroup Ethanol, LLC. Patrick N. Barker controls Greengroup LLC through the provisions of Greengroup, LLC’s operating agreement and Patrick Barker, Ann C. Barker, Brendon Barker, Joshua Barker, Timothy Barker and certain trusts for the benefit of the grandchildren of Patrick and Ann Barker own 19.25%, 19.25%, 20%, 20%, 20% and 1.5% of Greengroup, LLC, respectively.
 

 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Based solely on our review of copies of the reports filed with the SEC and written representations of our directors and executive offers, we believe that all persons subject to reporting filed the required reports on time in 2006.

NEVADA REVISED STATUTES

Nevada Revised Statutes ("NRS") 78.390 provides that every amendment to our Company's Articles of Incorporation shall first be adopted by the resolution of the Board and then be subject to the approval of stockholders entitled to vote on any such amendment.  Under NRS 78.390 and our Company's bylaws, an affirmative vote by stockholders holding shares  entitling them to exercise at least a majority of the voting power is sufficient to amend our Company’s Articles of Incorporation. NRS 78.320 provides that, unless otherwise provided in our Company’s Articles of Incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the  amendment described herein as early as possible in order to accomplish the purposes as described in this Definitive Information Statement, our Board voted to utilize, and did in fact obtain, the written consent of the holders of a majority in interest of our voting power. NRS 78.320 provides that in no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

NO DISSENTERS RIGHTS

Under Nevada law, stockholders are not entitled to dissenters' rights with respect to the amendment of our Articles of Incorporation described in this Definitive Information Statement.
 
COPIES OF ANNUAL AND QUARTERLY REPORTS

We will furnish a copy of our Annual Report on Form  10-KSB for the year ended December 31, 2005 and all  subsequent Quarterly Reports on Forms 10-QSB and any  exhibit  referred  to therein  without  charge to each  person to whom this Information  Statement is delivered  upon written or oral request by first class mail or other  equally  prompt  means within one business day of receipt of such request.,  Any  request  should be directed to our  corporate  secretary  at 307 South Main Street, Pratt, KS 67124, Telephone (620) 672-2814.


FOR THE BOARD OF DIRECTORS
October 23, 2006

Patrick N. Barker
CHAIRMAN OF THE BOARD

 
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