UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C/A
(Amendment No. 2)
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Stem Cell Therapy International, Inc.
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(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 of 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:
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[ ] 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:___________________________________________
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Stem Cell Therapy International, Inc
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: March 10, 2008
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information Statement is being furnished by the Board of Directors of Stem
Cell Therapy International, Inc. (the "Company") to the stockholders of record
of the Company's common stock at the close of business on February 9, 2007 (the
"Record Date"), and is being sent to you to inform you of action which has been
approved by the holders of at least a majority of the voting power of the
Company outstanding on the Record Date, by written consents without holding a
meeting of stockholders. By such written consents, such stockholders approved
the following action:
1. To amend our Articles of Incorporation to effect an increase in the
Company's authorized shares of common stock to five hundred million
(500,000,000) shares.
2. To change the name of the Company to Amstem International Corp., Inc. (the
"Amendment").
Our Board of Directors unanimously adopted and approved the proposal, and on
March 7, 2008, we received the written consent, in lieu of a meeting of
stockholders, from the holders of a majority of the outstanding shares with the
right to vote on these matters. There are 500,000 issued shares of Series A
Preferred Stock with the same voting rights as the common stock. No other votes
were required to adopt the Amendment and none are being solicited hereunder. A
copy of the Certificate of Amendment to the Articles of Incorporation is
attached hereto as Exhibit "A".
This Information Statement is first being mailed or furnished to stockholders on
or about March 10, 2008, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
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NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of December 31, 2007, the Company had authorized:(1) one hundred million
(100,000,000) shares of common stock, $0.001 par value, 37,295,369 of which were
issued and outstanding, and (2) ten million (10,000,000) shares of preferred
stock, $0.001 par value, of which 500,000 shares have been designated as Series
A Preferred shares and are issued and outstanding.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held on all matters submitted to a vote of Stockholders. However, under
Nevada law, any action that may be taken at any stockholders' meeting may be
taken by written consent of the requisite number of stockholders required to
take such action. The Amendment requires the affirmative vote or written
consent of the holders of a majority of the Company's outstanding common stock
and Series A Preferred stock.
There are currently 500,000 shares of Series A preferred stock outstanding to
one holder. The shares of Series A preferred stock have the same voting and
dividend rights as common shares and are convertible on a one for one basis upon
a minimum of 61 days notice to the Company. The Series A preferred stock may
not be converted into common stock if such conversion would result in the holder
holding more than 5% of the issued and outstanding common stock of the Company.
There are no liquidation preferences over the common stock for the Series A
Preferred Stock.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve
the actions proposed and discussed in this Information Statement is authorized
by Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the 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 proposed resolutions as early as
possible in order to accomplish the purposes of the Company, the Company chose
to obtain the written consent of its stockholders holding a majority of the
Company's voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
NO DISSENTERS' RIGHTS
The NRS does not provide for dissenter's rights in connection with any of the
actions proposed in this Information Statement.
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THE AMENDMENTS
GENERAL
The Board has approved, and the stockholders owning a majority of the shares
entitled to vote on matters submitted to the stockholders have consented in
writing to amend the Company's Articles of Incorporation to increase the number
of authorized shares of Common Stock to five hundred million (500,000,000)
shares and to change the name of the Company to Amstem International Corp..
A copy of the Articles of Amendment effecting the change in authorized shares of
Common Stock and the name change, in substantially the form to be filed with the
Secretary of State of Nevada, is attached to this Information Statement as
Exhibit "A". The stockholders owning a majority of the issued and outstanding
shares of the Common Stock have consented to the increase in authorized shares
of Common Stock, which will become effective on March 30, 2008 (the "Effective
Date").
The Company has taken all action required under Nevada law to approve the
Amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, Nevada law requires that
notice be sent to all non-consenting stockholders notifying them of the actions
taken not more than 30 days after the effective date of the consent and the
Exchange Act will not permit such filing until the expiration of 20 calendar
days from the date hereof. The Articles of Amendment filed with the Nevada
Secretary of State will not become effective until the Effective Date, after the
expiration of the 20-calendar day period.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of February 29, 2008, the Company had 37,295,369 issued and outstanding
shares of Common Stock and 500,000 issued and outstanding shares of Series A
Preferred Stock. Each holder of Common Stock or Series A Preferred Stock is
entitled to one vote for each share of Common Stock or Series A Preferred Stock
held on all matters submitted to a vote of stockholders.
By written consent dated February 29, 2008 the stockholders owning a majority of
the outstanding stock entitled to vote have approved the adoption and
implementation of the Amendment. Such action is sufficient to satisfy the
applicable requirements of Nevada law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend to
solicit any proxies or consents from any other stockholders in connection with
the Amendment
PURPOSE AND EFFECT OF INCREASE IN COMMON STOCK AND PREFERRED STOCK
The increase of authorized common stock will provide the Company with the
ability to issue capital stock in connection with any future financing
activities or corporate mergers and acquisitions using the Company's capital
stock.
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When issued, the additional shares of common stock authorized by the amendment
will have the same rights and privileges as the shares of common stock currently
authorized and outstanding. Holders of common stock have no preemptive rights
and, accordingly, shareholders would not have any preferential rights to
purchase any of the additional shares of common stock when such shares are
issued.
Having a substantial number of authorized but unissued shares of common stock
that are not reserved for specific purposes will allow us to take prompt action
with respect to corporate opportunities that develop, without the delay and
expense of convening an annual meeting of shareholders for the purpose of
approving an increase in the Company's capitalization. The issuance of
additional shares of common stock may, depending upon the circumstances under
which such shares are issued, reduce shareholders' equity per share and may
reduce the percentage ownership of common stock by existing shareholders. It is
not the present intention of the Board of Directors to seek shareholder approval
prior to any issuance of shares of common stock that would become authorized by
the amendment unless otherwise required by law or regulation.
The increase in the authorized number of shares of the Company's common stock
under the amendment could be used by its Board of Directors to make more
difficult, and thereby discourage, delay or prevent, an attempt to acquire
control of the Company. For example, the shares could be privately placed with
purchasers who might support the Company's Board of Directors in opposing a
hostile takeover bid. The issuance of the new shares also could be used to
dilute the stock ownership and voting power of a third party seeking to remove
directors, replace incumbent directors, accomplish certain business combinations
or alter, amend or repeal provisions of the Company's articles of incorporation
or bylaws. To the extent that it impedes any such attempts, the issuance of
shares following the adoption of the amendment may serve to perpetuate existing
management. While the amendment may have potential antitakeover effects, it is
not prompted by any specific effort or takeover threat currently perceived by
the Company's Board of Directors or management. Although under Nevada law our
Board of Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of its shareholders, its Board of
Directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of its shareholders might believe to
be in their best interests or in which shareholders might receive a premium for
their stock over the then market price of such stock.
PURPOSE AND EFFECT OF NAME CHANGE
The Company has changed its name to better reflect the ongoing business of the
Company.
EFFECTIVENESS OF AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed Amendment at any time prior to the filing of the Amendment
upon consent of the Board and the holders of a majority of the existing stock
entitled to vote on matters submitted to the stockholders.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information with respect to beneficial ownership
of the Company's outstanding Common Stock as of December 31, 2007 by: (1) each
person known by the Company to beneficially own more than 5% of the outstanding
Common Stock, (2) each of the Company's named executive officers, (3) each of
the Company's directors, and (4) all of the Company's executive officers and
directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC.
Except as otherwise noted, (1) the persons or entities named have sole voting
and investment power with respect to all shares shown as beneficially owned by
them and (2) the address of each person listed in the following table (unless
otherwise noted) is c/o Originally New York, Inc., 216 N. Commercial Ave., Eagle
Grove, Iowa 50533.
The number of shares of Common Stock outstanding used in calculating the
percentage for each listed person includes the shares of Common Stock underlying
options held by such persons that are exercisable within 60 days of December 31,
2007, but excludes shares of Common Stock underlying options held by any other
person. The number of shares outstanding as of December 31, 2007 was 37,295,369
shares of Common Stock and 500,000 shares of Series A Preferred Stock. Except
as noted otherwise, the amounts reflected below are based upon information
provided to the Company and filings with the SEC.
PERCEN-
NUMBER TAGE OF
NAME AND ADDRESS OR OF SHARES CLASS CLASS
--------------------------------- -------------- ------------------ --------
Global Capital Corp.
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 4,000,000 Common 11.5%
--------------------------------- -------------- ------------------ --------
Institute of Cell Therapy
c/o Alan Brutten, Attorney at Law
1341 Ocean Parkway
Brooklyn, NY 11230 5,000,000 Common 14.5%
--------------------------------- -------------- ------------------ --------
Thuy-Van Chau
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 3,000,000 Common 8.7%
--------------------------------- -------------- ------------------ --------
Vivian Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 2,000,000 Common 5.8%
--------------------------------- -------------- ------------------ --------
Christopher Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 2,000,000 Common 5.8%
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Calvin C. Cao
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 11,000,000 (1) Common 31.9%
--------------------------------- -------------- ------------------ --------
Daniel J. Sullivan
Street2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607 200,000 Common .6%
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M. Richard Cutler
c/o Cutler Law Group
3206 West Wimbledon Drive
Augusta, GA 30909 2,674,196 (2) Common 7.8%
--------------------------------- -------------- ------------------ --------
RHL Management, Inc.
c/o Cutler Law Group
3206 West Wimbledon Drive Series A
Augusta, GA 30909 500,000 Preferred 100%
--------------------------------- -------------- ------------------ --------
All Directors and
Executive Officers
as a Group (2 persons) 11,200,000 Common 32.5%
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(1) Consists of 4,000,000 shares held by Global Capital Corp., 2,000,000 shares
held by Vivian Cao Irrevocable Trust and 2,000,000 shares held by
Christopher Cao Irrevocable Trust and 3,000,000 shares held by Thuy-Van
Chau.
(2) Consists of 1,292,259 shares held by Cutler Law Group and 1,381,937 shares
held by R Capital Partners, Inc.
OTHER ACTION
No other action was taken or authorized by the stockholders' written consent to
corporate action to which this Information Statement pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Information Statement and related materials to stockholders. The
Company may pay for and use the services of other individuals or companies not
regularly employed by the Company in connection with the distribution of this
Information Statement if the Board of Directors of the Company determines that
this is advisable.
By Order of the Board of Directors
/s/Calvin Cao
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Calvin Cao, CEO
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EXHIBIT "A"
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Stem Cell Therapy International, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
FIRST: The name of the Corporation is Amstem International Corp..
FOURTH. The voting common stock authorized may be issued by the
corporation is FIVE HUNDRED MILLION (500,000,000) shares of stock with a normal
par value of .001 per share and no other class of stock shall be authorized.
Said shares with nominal or par value may be issued by the corporation from time
to time for such considerations as may be fixed from time to time by the Board
of Directors.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: a majority of those
authorized
4. Effective date of filing (optional):
5. Officer signature (required): /s/ M. Richard Cutler
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
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