SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
ADVANCED PLANT PHARMACEUTICALS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which the transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ADVANCED PLANT PHARMACEUTICALS, INC.
43 West 33rd Street
New York, New York 10001
(212) 695-3334
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
New York, New York
*, 2003
This information statement has been mailed on or about *, 2003 to
the stockholders of record on *, 2003 (the "Record Date") of Advanced Plant
Pharmaceuticals, Inc., a Delaware corporation (the "Company") in connection with
certain actions to be taken by the written consent by stockholders of the
Company holding a majority of the outstanding shares of common stock of the
Company, dated as of October 1, 2003. The actions to be taken pursuant to the
written consent shall be taken on or about *, 2003, 20 days after the mailing of
this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ David Lieberman
Chairman of the Board
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NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING STOCK OF THE COMPANY IN LIEU OF A SPECIAL
MEETING OF THE STOCKHOLDERS, DATED OCTOBER 1, 2003
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant
to the written consent of stockholders holding a majority of the outstanding
shares of common stock of the Company dated October 1, 2003, in lieu of a
special meeting of the stockholders. Such action will be taken on or about *,
2003:
1. To consider and vote upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of Common Stock,
par value $.0007 per share (the "Common Stock"), of the Company from 600,000,000
shares to 880,000,000 shares; and
2. authorize the creation of 10,000,000 shares of blank check preferred
stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 600,000,000 shares of Common Stock, of which * shares were issued
and outstanding as of the Record Date. Holders of Common Stock of the Company
have no preemptive rights to acquire or subscribe to any of the additional
shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. However, because stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as of October 1, 2003 have voted in favor of the foregoing proposals by
resolution dated October 1, 2003; and having sufficient voting power to approve
such proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on *, 2003.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 222 of the General Corporation Law of the State of Delaware.
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION
On October 1, 2003, stockholders holding a majority of the outstanding
common stock of the Company approved an amendment to the Company's Certificate
of Incorporation, as amended, to replace Article IV in its entirety, which will
result in an increase to the number of authorized shares of Common Stock. The
Company's Certificate of Incorporation, as amended, currently authorizes for
issuance 610,000,000 shares consisting of 600,000,000 of common stock and
10,000,000 shares of preferred stock. The approval of this amendment to the
Certificate of Incorporation will increase the Company's authorized shares of
common stock to 880,000,000. The Company currently has authorized (i) common
stock of 600,000,000 shares and approximately 517,666,060 shares of Common Stock
are issued and outstanding as of the Record Date and (ii) authorized preferred
stock of 10,000,000 and 2,500,000 preferred stock outstanding. The Board
believes that the increase in authorized common shares would provide the Company
greater flexibility with respect to the Company's capital structure for such
purposes as additional equity financing and stock based acquisitions. In
addition, the increase in the authorized common stock will provide the Company
with the needed capital to enter into the financing transactions defined below.
Upon filing the certificate of amendment to the Company's certificate
of incorporation to increase the Company's authorized shares of common stock
from 600,000,000 to 880,000,000, Article IV of the Company Certificate of
Incorporation, as amended, will be as follows:
"FOURTH: (a) The Corporation is authorized to issue two
classes of stock. One class of stock shall be Common Stock, par value
$0.0007. The second class of stock shall be Preferred Stock, par value
$0.0007. The Preferred Stock, or any series thereof, shall have such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
and may be made dependent upon facts ascertainable outside such
resolution or resolutions of the board of directors, provided that the
matter in which such facts shall operate upon such designations,
preferences, rights and qualifications; limitations or restrictions of
such class or series of stock is clearly and expressly set forth in the
resolution or resolutions providing for the issuance of such stock by
the board of directors.
The total number of shares of stock of each class which the Corporation
shall have authority to issue and the par value of each share of each
class of stock are as follows:
Class Par Value Authorized Shares
----- --------- -----------------
Common $0.0007 880,000,000
Preferred $0.0007 10,000,000
----------
Totals: 890,000,000"
INCREASE IN AUTHORIZED COMMON STOCK
The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.
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As of the Record Date, a total of * shares of the Company's currently
authorized 600,000,000 shares of Common Stock are issued and outstanding. The
increase in the number of authorized but unissued shares of Common Stock would
enable the Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such as raising
additional capital for ongoing operations, business and asset acquisitions,
stock splits and dividends, present and future employee benefit programs and
other corporate purposes.
The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. Except as further discussed herein, the Board of Directors is not aware
of any attempt, or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be utilized as a
type of anti-takeover device.
CREATION OF BLANK CHECK PREFERRED STOCK
The amendment to the Company's Certificate of Incorporation, as
amended, will create 10,000,000 authorized shares of "blank check" preferred
stock. The proposed Amendment to the Company's Certificate of Incorporation, as
amended, attached as Exhibit "A" to this information statement contains
provisions related to the "blank check" preferred stock. The following summary
does not purport to be complete and is qualified in its entirety by reference to
the proposed Certificate of Amendment to the Certificate of Incorporation as set
forth in Exhibit "A."
The term "blank check" refers to preferred stock, the creation and
issuance of which is authorized in advance by the stockholders and the terms,
rights and features of which are determined by the board of directors of the
Company upon issuance. The authorization of such blank check preferred stock
would permit the board of directors to authorize and issue preferred stock from
time to time in one or more series.
Subject to the provisions of the Company's Certificate of Amendment to
the Certificate of Incorporation and the limitations prescribed by law, the
board of directors would be expressly authorized, at its discretion, to adopt
resolutions to issue shares, to fix the number of shares and to change the
number of shares constituting any series and to provide for or change the voting
powers, designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof, including
dividend rights (including whether the dividends are cumulative), dividend
rates, terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares constituting
any series of the preferred stock, in each case without any further action or
vote by the stockholders. The board of directors would be required to make any
determination to issue shares of preferred stock based on its judgment as to the
best interests of the Company and its stockholders. The amendment to the
Certificate of Incorporation, as amended, would give the board of directors
flexibility, without further stockholder action, to issue preferred stock on
such terms and conditions as the board of directors deems to be in the best
interests of the Company and its stockholders.
The amendment will provide the Company with increased financial
flexibility in meeting future capital requirements by providing another type of
security in addition to its Common Stock, as it will allow preferred stock to be
available for issuance from time to time and with such features as determined by
the board of directors for any proper corporate purpose. It is anticipated that
such purposes may include exchanging preferred stock for Common Stock and,
without limitation, may include the issuance for cash as a means of obtaining
capital for use by the Company, or issuance as part or all of the consideration
required to be paid by the Company for acquisitions of other businesses or
assets.
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Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing the number of outstanding shares entitled to vote and
by increasing the number of votes required to approve a change in control of the
Company. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a party to
acquire control of the Company by tender offer or other means. Such issuances
could therefore deprive stockholders of benefits that could result from such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause. Moreover, the issuance of such additional shares of
preferred stock to persons friendly to the board of directors could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.
Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which are proposed to be authorized:
o In December 2003, the Company entered into a Finders
Agreement, in which the Company agreed to issue an aggregate
of 150,000,000 shares of common stock in various stages in
consideration for the finders introducing the Company to
distribution companies in at least ten countries that place
purchase orders with the Company. The issuance of these shares
of common stock are subject to the Company filing an amendment
to its Certificate of Incorporation increasing its authorized
common stock.
Stockholders do not have any preemptive or similar rights to subscribe
for or purchase any additional shares of Common Stock that may be issued in the
future, and therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 3, 2003
o by each person who is known by us to beneficially own more
than 5% of our common stock;
o by each of our officers and directors; and
o by all of our officers and directors as a group.
Name and Address Amount and Nature
Of Beneficial of Beneficial Ownership Percent of Class
Owner Common Preferred Common(1) Preferred(2)
- ---------------- ------ --------- --------- ------------
David Lieberman(3) 42,000,000 1,250,000 8.11% 50.00%
C.J. Lieberman 25,000,000 1,250,000 4.83% 50.00%
All Executive Officers 42,000,000 1,250,000 8.11% 50.00%
and Directors as a Group (1 person)
- ----------------------
* Unless otherwise indicated, the address of each of the persons or entities
listed in the table is c/o Advanced Plant Pharmaceuticals, Inc., 43 West 33rd
Street, New York, New York 10001.
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(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. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of December 3, 2003 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.
(2) Percentage based on 517,666,060 shares of common stock outstanding with
respect to the common stock and 2,500,000 with respect to the preferred stock.
(3) Officer and director of the Company.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2002 and quarterly report on Form 10-QSB for the quarter ended
September 30, 2003 are being delivered to you with this Information Statement.
The Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to David Lieberman, Chairman, Advanced Plant
Pharmaceuticals, Inc., 43 West 33rd Street, New York, New York 10001; (212)
695-3334.
EXHIBIT INDEX
Exhibit A Certificate of Amendment to the Certificate of Incorporation
By Order of the Board of Directors,
/s/ David Lieberman
-----------------------------------
David Lieberman
Chairman of the Board
New York, New York
*, 2003
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ADVANCED PLANT PHARMACEUTICALS, INC.
The undersigned, being the President and Secretary of ADVANCED PLANT
PHARMACEUTICALS, INC., a corporation existing under the laws of the State of
Delaware, does hereby certify under the seal of the said corporation as follows:
1. The name of the Corporation (hereinafter referred to as the
"Corporation") is Advanced Plant Pharmaceuticals, Inc.
2. The certificate of incorporation of the Corporation is hereby
amended by replacing Article Fourth, in its entirety, with the following:
"FOURTH: (a) The Corporation is authorized to issue two
classes of stock. One class of stock shall be Common Stock, par value
$0.0007. The second class of stock shall be Preferred Stock, par value
$0.0007. The Preferred Stock, or any series thereof, shall have such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
and may be made dependent upon facts ascertainable outside such
resolution or resolutions of the board of directors, provided that the
matter in which such facts shall operate upon such designations,
preferences, rights and qualifications; limitations or restrictions of
such class or series of stock is clearly and expressly set forth in the
resolution or resolutions providing for the issuance of such stock by
the board of directors.
The total number of shares of stock of each class which the Corporation
shall have authority to issue and the par value of each share of each
class of stock are as follows:
Class Par Value Authorized Shares
----- --------- -----------------
Common $0.0007 880,000,000
Preferred $0.0007 10,000,000
-----------
Totals: 890,000,000"
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4. The amendment of the certificate of incorporation herein certified
has been duly adopted by the unanimous written consent of the Corporation's
Board of Directors and stockholders holding a majority of the outstanding shares
of common stock of the Corporation in accordance with the provisions of Sections
141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by David Lieberman, its
President and Secretary, this ___ day of ________, 200_.
ADVANCED PLANT PHARMACEUTICALS, INC.
By:_________________________________________
David Lieberman, President and Secretary
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