SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d) (1))
[X] Definitive Information Statement
CYBERSPACE VITA, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
Fee previously paid 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CYBERSPACE VITA INC.
74090 El Paseo Ste. 200
Palm Desert, California 92260
(888) 410-6466
April 14, 2008
Dear Stockholder:
This Information Statement is furnished to holders of shares of common stock,
$.001 par value(the "Common Stock"), of CYBERSPACE VITA, INC.(the "Company").
We are sending you this Information Statement to inform you that on April 3,
2008, the Board of Directors of the Company unanimously adopted a resolution
seeking stockholder approval to approve the following actions:
1) To ratify certain past actions of the Company which were
previously approved by the Company's Board of Directors; and
2) Authorization to the Company's board of directors to amend the
Company's Articles of Incorporation to effect a reverse stock
split of the Company's common stock.
Thereafter, on April 3, 2008, pursuant to the By-Laws of the Company and
applicable Nevada law, a certain principal stockholder of the Company
(identified in the section entitled "Voting Securities and Principal Holders
Thereof") holding 4,000,000 shares of Common Stock, representing approximately
80.8% of the total issued and outstanding Common Stock, adopted resolutions (1)
to ratify the past action of the Company which was previously approved by the
Company's Board of Directors and the holders of a majority of the Company's
issued and outstanding shares to implement a ten for one split of the Company's
common shares on October 15, 2007 and (2) to authorize the Board of Directors,
in its sole discretion, to effect a reverse split of the Company's common stock
based upon a ratio of not less than one-for-ten nor more than one-for-twenty
shares at any time prior to April 15, 2009. In addition, notwithstanding
approval of this proposal by the stockholders, the Board of Directors may, in
its sole discretion, determine not to effect, and abandon, the reverse stock
split without further action by our stockholders.
The Board of Directors believes that the proposed actions are beneficial to the
Company because they provide the Company with the flexibility it needs to
execute its Business Plan.
WE ARE NOT ASKING YOU FOR A PROXY AND YOUR ARE NOT REQUESTED TO SEND US A PROXY
The enclosed Information Statement is being furnished to you to inform you that
the foregoing action has been approved by the holders of a majority of the
outstanding shares of our Common Stock. The resolutions will not become
effective before the date which is 20 days after this Information Statement was
first mailed to stockholders. You are urged to read the Information Statement
in its entirety for a description of the action taken by the Board of Directors
and a majority of the stockholders of the Company.
This Information Statement is being mailed on or about April 15, 2008 to
stockholders of record on April 3, 2008 (the "Record Date").
/s/ Henry C. Casden
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Henry C. Casden, President
CYBERSPACE VITA INC.
74090 El Paseo Ste. 200
Palm Desert, California 92260
(888) 410-6466
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The Company is distributing this Information Statement to its stockholders in
full satisfaction of any notice requirements it may have under Securities and
Exchange Act of 1934, as amended, and applicable Nevada law. No additional
action will be undertaken by the Company with respect to the receipt of written
consents, and no dissenters' rights with respect to the receipt of the written
consents, and no dissenters' rights under applicable Nevada law are afforded to
the Company's stockholders as a result of the adoption of these resolutions.
Expenses in connection with the distribution of this Information Statement,
which are anticipated to be less than $1,000.00, will be paid by the Company.
BACKGROUND
Cyberspace Vita, Inc. was organized on November 7, 2006. The Company has
contracted for the construction of an e-commerce website by which it has
planned to engage in the selling of vitamins on the Internet. In the
alternative, the Company would intend to explore potential targets for a
business combination with the Company through a purchase of assets, share
purchase or exchange, merger or similar type of transaction.
RATIFICATION OF TEN-FOR-ONE STOCK SPLIT
In October 2007, the Company's director and majority shareholder approved a
ten-for-one split of the Company's common shares which was implemented on
October 15, 2007. The purpose of the split was to increase the Company's
"float" in the public market. As a result of the stock split, total shares
outstanding increased from 4,095,100 to 40,951,000. The Company accounted for
this stock split as a stock dividend after reducing additional paid-in capital
to zero. Concurrent with the stock split, a holder of 36,000,000 shares the
Company's common stock caused such shares to be cancelled and, as a result,
there are presently 4,951,000 shares of common stock issued and outstanding.
The sole purpose for the stock split was to facilitate the Company's trading in
the public market on the Over the Counter Bulletin Board ("OTCBB"). The
Company's Board believed that the Company's ability to have its shares traded
on the OTCBB benefitted the Company and all of its shareholders. As a result
of the split and concurrent cancellation of the majority holder's shares, the
percentage of the Company's shares held by the shareholders other than the
majority holder increased from 2.32% to 19.2%.
REVERSE STOCK SPLIT
In order to facilitate a potential business combination with the Company
through a purchase of assets, share purchase or exchange, merger or similar
type of transaction, the Company's Board of Directors requires the flexibility
to adjust the number of issued and outstanding shares of the Company's common
stock to meet the requirements of any such transaction. The Board of Directors
believes that it is in the best interest of the Company's stockholders and the
Company for the Board to have the authority to effect a reverse stock split of
the Company's common shares in order to make the Company more attractive for a
potential business combination. The Board of Directors believes that
stockholder approval of a range of potential exchange ratios (rather than a
single exchange ratio) provides the Board of Directors with the flexibility to
best achieve the desired results of the reverse stock split. The Board of
Directors would effect a reverse stock split only upon its determination that a
reverse stock split would be in the best interests of the stockholders at that
time. To effect a reverse stock split, the Board of Directors would set the
timing for such a split and select the specific ratio within the range approved
by the stockholders. No further action on the part of stockholders will be
required to either implement or abandon the reverse stock split. The Board of
Directors reserves its right to elect not to proceed, and abandon, the reverse
stock split if it determines, in its sole discretion, that this proposal is no
longer in the best interests of the Company's stockholders.
CERTAIN RISK FACTORS ASSOCIATED WITH THE REVERSE STOCK SPLIT
There can be no assurance that the total market capitalization of the Company's
common stock (the aggregate value of all Company common stock at the then
market price) after the proposed reverse stock split will be equal to or
greater than the total market capitalization before the proposed reverse stock
split or that the per share market price of the Company's common stock
following the reverse stock split will increase in proportion to the reduction
in the number of shares of the Company's common stock outstanding before the
reverse stock split.
If the reverse stock split is effected, the resulting per-share stock price may
not attract or satisfy potential acquisition targets and there is no guarantee
that any transaction will be effected.
A decline in the market price of the Company's common stock after the reverse
stock split may result in a greater percentage decline than would occur in the
absence of a reverse stock split, and the liquidity of the Company's common
stock could be adversely affected following such a reverse stock split.
IMPACT OF THE PROPOSED REVERSE STOCK SPLIT IF IMPLEMENTED
If approved and effected, the reverse stock split will be realized
simultaneously for all of the Company's common stock and the ratio will be the
same for all of the Company's common stock. The reverse stock split will affect
all of the Company's stockholders uniformly and will not affect any
stockholder's percentage ownership interests in the Company. In addition, the
reverse stock split will not affect any stockholder's percentage ownership or
proportionate voting power. However, because the number of authorized shares of
the Company's common stock will not be reduced, the reverse stock split will
increase the Board of Directors' ability to issue authorized and unissued
shares without further stockholder action.
The principal effect of the reverse stock split will be that:
o the number of shares of the Company's common stock issued and outstanding
will be reduced from 4,951,000 shares to a range of approximately 495,100 to
247,550 shares, depending on the reverse stock split ratio determined by the
Board of Directors;
o the number of shares that may be issued upon the exercise of conversion
rights by holders of securities convertible into the Company's common stock
will be reduced proportionately based upon the reverse stock split ratio
selected by the Board of Directors; and
o based on the reverse stock split ratio selected by the Board of Directors,
proportionate adjustments will be made to the per-share exercise price and
the number of shares issuable upon the exercise of all outstanding options
entitling the holders to purchase shares of the Company's common stock,
which will result in approximately the same aggregate price being required
to be paid for such options upon exercise immediately preceding the reverse
stock split.
In addition, the reverse stock split may increase the number of stockholders
who own odd lots (less than 100 shares). Stockholders who hold odd lots
typically may experience an increase in the cost of selling their shares and
may have greater difficulty in effecting sales.
EFFECT ON FRACTIONAL STOCKHOLDERS
You will not receive fractional post-reverse stock split shares in connection
with the reverse stock split. All post-split shareholdings will be rounded to
the nearest full share.
EFFECT ON REGISTERED AND BENEFICIAL STOCKHOLDERS
Upon a reverse stock split, we intend to treat stockholders holding the
Company's common stock in "street name", through a bank, broker or other
nominee, in the same manner as registered stockholders whose shares are
registered in their names. Banks, brokers or other nominees will be instructed
to effect the reverse stock split for their beneficial holders holding the
Company's common stock in "street name." However, these banks, brokers or other
nominees may have different procedures than registered stockholders for
processing the reverse stock split. If you hold your shares with a bank, broker
or other nominee and if you have any questions in this regard, we encourage you
to contact your nominee.
EFFECT ON REGISTERED CERTIFICATED SHARES
Some of our registered stockholders hold all their shares in certificate form.
If any of your shares are held in certificate form, you will receive a
transmittal letter from our transfer agent, American Registrar and Transfer
Co., as soon as practicable after the effective date of the reverse stock
split. The letter of transmittal will contain instructions on how to surrender
your certificate(s) representing your pre-reverse stock split shares to the
transfer agent. Upon receipt of your stock certificate, you will be issued the
appropriate number of shares electronically in book-entry form under the direct
registration system.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
AUTHORIZED SHARES
The reverse stock split would affect all issued and outstanding shares of the
Company's common stock and outstanding rights to acquire the Company's common
stock. Upon the effectiveness of the reverse stock split, the number of
authorized shares of the Company's common stock that are not issued or
outstanding would increase due to the reduction in the number of shares of the
Company's common stock issued and outstanding based on the reverse stock split
ratio selected by the Board of Directors. As of April 1, 2008, we had
100,000,000 shares of authorized common stock and 4,951,000 shares of common
stock issued and outstanding. Authorized but unissued shares will be available
for issuance, and we may issue such shares in the future. If we issue
additional shares, the ownership interest of holders of the Company's common
stock will be diluted.
ACCOUNTING MATTERS
In view of the fact that the shares of the Company's common stock have no par
value, as of the effective time of the reverse stock split, the stated capital
attributable to the Company's common stock on its balance sheet will be
unchanged. The per-share net income or loss and net book value of the Company's
common stock will be restated because there will be fewer shares of the
Company's common stock outstanding.
PROCEDURE FOR EFFECTING REVERSE STOCK SPLIT
If the Board of Directors decides to implement the reverse stock split at any
time prior to April 15, 2009, we will promptly file a Certificate of Amendment
with the Secretary of State of the State of Nevada to amend our existing
Articles of Incorporation. The reverse stock split will become effective on the
date of filing the Certificate of Amendment, which is referred to as the
"effective date." Beginning on the effective date, each certificate
representing pre-reverse stock split shares will be deemed for all corporate
purposes to evidence ownership of post-reverse stock split shares.
NO APPRAISAL RIGHTS
Under applicable Nevada law, the Company's stockholders are not entitled to
appraisal rights with respect to the reverse stock split, and we will not
independently provide stockholders with any such right.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of certain material United States federal income tax
consequences of the reverse stock split, does not purport to be a complete
discussion of all of the possible federal income tax consequences of the
reverse stock split and is included for general information only. Further, it
does not address any state, local or foreign income or other tax consequences.
Also, it does not address the tax consequences to holders that are subject to
special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. The discussion is based on
the provisions of the United States federal income tax law as of the date
hereof, which is subject to change retroactively as well as prospectively. This
summary also assumes that the pre-reverse stock split shares were, and the
post-reverse stock split shares will be, held as a "capital asset," as defined
in the Internal Revenue Code of 1986, as amended (i.e., generally, property
held for investment). The tax treatment of a stockholder may vary depending
upon the particular facts and circumstances of such stockholder. Each
stockholder is urged to consult with such stockholder's own tax advisor with
respect to the tax consequences of the reverse stock split. As used herein, the
term United States holder means a stockholder that is, for federal income tax
purposes: a citizen or resident of the United States; a corporation or other
entity taxed as a corporation created or organized in or under the laws of the
United States, any State of the United States or the District of Columbia; an
estate the income of which is subject to federal income tax regardless of its
source; or a trust if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the authority
to control all substantial decisions of the trust.
No gain or loss should be recognized by a stockholder upon such stockholder's
exchange of pre-reverse stock split shares for post-reverse stock split shares
pursuant to the reverse stock split. The aggregate tax basis of the post-
reverse stock split shares received in the reverse stock split will be the same
as the stockholder's aggregate tax basis in the pre-reverse stock split shares
exchanged therefor. The stockholder's holding period for the post-reverse stock
split shares will include the period during which the stockholder held the pre-
reverse stock split shares surrendered in the reverse stock split.
Our view regarding the tax consequences of the reverse stock split is not
binding on the Internal Revenue Service or the courts. ACCORDINGLY, EACH
STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL
OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE STOCK SPLIT.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table lists, as of April 1, 2008, the number of shares of common
stock beneficially owned by (i) each person or entity known to the Company to
be the beneficial owner of more than 5% of the outstanding common stock; (ii)
each officer and director of the Company; and (iii) all officers and directors
as a group. Information relating to beneficial ownership of common stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not
have any pecuniary beneficial interest.
The percentages below are calculated based on 4,951,000 shares of CYBERSPACE
VITA, INC. common stock issued and outstanding.
Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned (1) Shares
Beneficially
Owned
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Henry C. Casden, President,
Secretary and Director 4,000,000 80.79%
74090 El Paseo Ste. 200
Palm Desert, CA 92260
Eleanor Yarbray, Treasurer
and Director -0- 0%
46345 Manitou Drive
Indian Wells, CA 92210
Officers and Directors
as a group (2 persons) 4,000,000 80.79%
(1) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares of
the Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within 60
days from the date indicated above upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities that
are held by such person (but not those held by any other person) and which are
exercisable within 60 days of the date indicated above, have been exercised.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive officer
or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposal to amend the Articles of
Incorporation and take all other proposed actions which is not shared by all
other holders of the Company's Common Stock. See "Security Ownership of Certain
Beneficial Owners and Management."
OTHER MATTERS
The Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the holders of
a majority of the shares of the Company's voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:
Henry C. Casden
74090 El Paseo Ste. 200
Palm Desert, CA 92260
Telephone: (888) 410-6466
BY ORDER OF THE BOARD OF DIRECTORS OF CYBERSPACE VITA, INC.