PRE 14C 1 vstr_2014-14c.htm PRELIMINARY INFORMATION STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.D. 20549

 

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 14c-5(d)(2))

 

☐    Definitive Information Statement

 

 

 

VALUESETTERS INC.

  
  (Name of Registrant As Specified In Charter)  

  

Payment of Filing Fee (Check the appropriate box):

 ☒ 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 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:

 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF VALUESETTERS INC.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

 

 
 

VALUESETTERS INC.

430 North Street

White Plains, New York 10605

(203) 525-0450

 

INFORMATION STATEMENT

(Preliminary)

 

May 23, 2014

 

 

GENERAL INFORMATION

 

To the Holders of Common Stock of Valuesetters Inc.:

      

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock, par value $0.001 per share (the “Common Stock”), of Valuesetters Inc, a Utah corporation (the “Company,” “we,” “our,” or “us”), to notify the Stockholders that on May 22, 2014, the Company received from the holder of the majority of shares of the Company’s Common Stock (the “Majority Holder”) a written consent in lieu of a meeting to authorize the following (the “Action”):

 

·The increase in the number of authorized shares of Common Stock from five hundred million (500,000,000) shares of Common Stock to nine hundred million (900,000,000) shares of Common Stock (the “Authorized Share Increase”).

 

On February 24, 2014, the Board of Directors of the Company (the “Board”) approved the Authorized Share Increase and recommended to the Majority Stockholder that it approve the Authorized Share Increase. On May 22, 2014, the Majority Stockholder approved the Authorized Share Increase by written consent in lieu of a meeting in accordance with Utah law.  Accordingly, your consent is not required and is not being solicited in connection with the approval of the Action.

 

We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about June 2, 2014

 

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

 

The Board believes the Authorized Share Increase is necessary and advisable in order to maintain the Company’s financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment.

 

Accordingly, it is the Board’s opinion that the Authorized Share Increase would better position the Company to attract potential business candidates and provide the Stockholders a greater potential return.

 

INTRODUCTION

 

Utah law provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. On February 24, 2014, the Board approved the Authorized Share Increase and recommended to the Majority Stockholder that it approve the Authorized Share Increase. On May 22, 2014, the Majority Stockholder approved the Authorized Share Increase by written consent in lieu of a meeting in accordance with Utah law.

 

2

 
 

In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about June 2, 2014.

 

This Information Statement contains a brief summary of the material aspects of the Action approved by our Board and the Majority Stockholder.

 

Voting by Majority Stockholder

 

As of May 22, 2014, there were issued and outstanding 500,000,000 shares of our Common Stock. There are no outstanding warrants, convertible debt securities or preferred shares of stock. Based on the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the Action approved by the Board is 500,000,000. Pursuant to Utah law, at least a majority of the voting equity of the Company, or at least 250,000,001 votes, are required to approve the Action by written consent. The Majority Stockholder, which holds in the aggregate, 271,673,207 shares of Common Stock, or approximately 54% of the voting equity of the Company, has voted in favor of the Action, thereby satisfying the requirement under Utah law that at least a majority of the voting equity vote in favor of a corporate action by written consent.

 

 

ACTIONS TO BE TAKEN

 

The Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate of Incorporation of the Company (the “Amendment”) with the Department of State of the State of Utah. We intend to file the Amendment with the Department of State of the State of Utah promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.

 

INCREASE IN THE NUMBER OF AUTHORIZED SHARES

OF COMMON STOCK

 

GENERAL

 

The number of authorized shares of our Common Stock will be increased from 500,000,000 shares to 900,000,000 shares of Common Stock (the “Authorized Share Increase”).

 

PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES

The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment. The additional 400,000,000 shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate agreements to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock. Other than issuances pursuant to outstanding stock options, the Board has no current plans to issue any of the additional shares of Common Stock that would be authorized by this proposal. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.

 

 

3

 
 

 

The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions, which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of May 22, 2014 of (i) each person known to us to beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors and named executive officers as a group.  As of May 22, 2014, there were a total of 500,000,000 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote.  The column entitled “Percentage of Shares of Common Stock Beneficially Owned” shows the percentage of total voting stock beneficially owned by each listed party.

 

The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of May 22, 2014 through the exercise or conversion of any stock option, convertible security, warrant or other right.  Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 

Name and Address of Beneficial Owner (1)   Number of Shares of Common Stock Beneficially Owned    

Percent of Shares

of Common Stock

Beneficially Owned*
Vaxstar  LLC     271,673,207       54.3 %
                 
Sean F. Lee     50,600,000       10.1 %
                 
Manuel Teixeira (2,3)     25,000,000       5.0 %
                 
Steven Geary (3)     20,600,000       4.1 %
                 
Tom Carmody (3)     5,000,000       1.0 %
                 
Avi Liss (2,3)     2,000,000       0.4 %
                 
Sean S. Lee (3)     -       - %
                 
All directors and executive officers as a group (five individuals)     52,600,000       10.5 %

 

* Based on 500,000,000 shares of common stock outstanding as of May 22, 2014.
(1) Unless otherwise noted, the business address of each member of our Board of Directors is c/o Valuesetters Inc. 430 North Street White Plains, NY 10605.
(2) Mr. Teixeira is our Chairman of the Board and Chief Executive Officer, and Mr. Liss is our Secretary.
(3) Such individual is a member of the Board of Directors.

 

 

4

 
 

 

ADDITIONAL INFORMATION

 

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

 

The following documents, as filed with the SEC by the Company, are incorporated herein by reference:

 

  (1) Form 10 filed on September 3, 2013; and

 

  (2) Quarterly Reports on Form 10-Q for the three months ended July 31, 2013, October 31, 2013 and January 31, 2014.

     

You may request a copy of these filings, at no cost, by writing Valuesetters Inc. at 430 North Street, White Plains, New York, 10605 or telephoning the Company at (203) 525-0450. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 430 North Street, White Plains, New York 10605, telephone: (203) 525-0450.

  

If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.

 

This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Action, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

 

By Order of the Board of Directors 

 

 

/s/Manuel Teixeira

Chief Executive Officer

 

Dated: May 23, 2014

 

 

 

 

 

 

 

 

5