SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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))
o
Definitive Information
Statement
PLASMATECH, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
x
No fee required.
o
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:
o
Fee paid previously with preliminary
materials.
o
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:
[LOGO OF PLASMATECH, INC.]
PLASMATECH, INC.
777 N. Rainbow Boulevard, Suite 250
Las Vegas, Nevada 89107
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
This Information Statement is first being furnished on or about
February ___, 2008 to the holders of record as of the close of business on February
4, 2008 of the common stock of PlasmaTech, Inc.
(“PlasmaTech”).
PlasmaTech’s Board of Directors has approved, and a total of 1
stockholder owning 42,000,000 shares of the 70,920,000 shares of common stock
outstanding as of February 1, 2008, have consented in writing to the action
described below. Such approval and consent constitute the approval and consent of a
majority of the total number of shares of outstanding common stock and are
sufficient under the Nevada General Corporation Law and PlasmaTech’s Bylaws
to approve the action. Accordingly, the action will not be submitted to the other
stockholders of PlasmaTech for a vote, and this Information Statement is being
furnished to stockholders to provide them with certain information concerning the
action in accordance with the requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the regulations promulgated
thereunder, including Regulation 14C.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
PlasmaTech will pay all costs associated with the distribution of
this Information Statement, including the costs of printing and mailing. PlasmaTech
will reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to the
beneficial owners of PlasmaTech’s common stock.
PlasmaTech will only deliver one Information Statement to multiple
security holders sharing an address unless PlasmaTech has received contrary
instructions from one or more of the security holders. Upon written or oral
request, PlasmaTech will promptly deliver a separate copy of this Information
Statement and any future annual reports and information statements to any security
holder at a shared address to which a single copy of this Information Statement was
delivered, or deliver a single copy of this Information Statement and any future
annual reports and information statements to any security holder or holders sharing
an address to which multiple copies are now delivered. You should direct any such
requests to the following address: PlasmaTech, Inc., 777 N. Rainbow Boulevard,
Suite 250, Las Vegas, Nevada 89107. Attn: Christopher Brough, President. Mr. Brough
may also be reach by telephone at (702) 851-1330.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to PlasmaTech’s Bylaws and the Nevada General
Corporation Act, a vote by the holders of at least a majority of PlasmaTech’s
outstanding capital stock is required to effect the action described herein.
PlasmaTech’s Articles of Incorporation does not authorize cumulative voting.
As of the record date, PlasmaTech had 70,920,000 voting shares of common stock
issued and outstanding of which 35,460,001 shares are required to pass any
stockholder resolutions. The consenting stockholder, who consist of 1 current
stockholder of PlasmaTech, are collectively the record and beneficial owners of
42,000,000 shares, which represents approximately 59.22% of the issued and
outstanding shares of PlasmaTech’s common stock. Pursuant to NRS 78.320 of
the Nevada General Corporation Act, the consenting stockholder voted in favor of
the actions described herein in a joint written consent, dated February 1, 2008. No
consideration was paid for the consent. The consenting stockholder’s name,
affiliations with PlasmaTech, and his beneficial holdings are as
follows:
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Name
|
Beneficial Holder and
Affiliation
|
Number of Shares of Common
Stock
Beneficially Held
|
Percentage
|
|
|
|
|
Christopher Brough
|
President, Secretary, Treasurer and Chairman of the
Board of Directors
|
42,000,000
|
59.22%
|
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth, as of February 1, 2008, certain information regarding
the ownership of PlasmaTech’s capital stock by each director and executive
officer of PlasmaTech, each person who is known to PlasmaTech to be a beneficial
owner of more than 5% of any class of PlasmaTech’s voting stock, and by all
officers and directors of PlasmaTech as a group. Unless otherwise indicated below,
to PlasmaTech’s knowledge, all persons listed below have sole voting and
investing power with respect to their shares of capital stock, except to the extent
authority is shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission (“SEC”) and generally includes
voting or investment power with respect to securities. Shares of common stock
subject to options, warrants or convertible securities exercisable or convertible
within 60 days of February 1, 2008 are deemed outstanding for computing the
percentage of the person or entity holding such options, warrants or convertible
securities but are not deemed outstanding for computing the percentage of any other
person, and is based on 70,920,000 shares issued and outstanding on a fully diluted
basis, as of February 1, 2008.
NAME AND ADDRESS OF BENEFICIAL
OWNER
|
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP
|
PERCENT OF
CLASS (1)
|
Christopher Brough
(President, Secretary, Treasurer and Chairman of the
Board of Directors)c/o PlasmaTech, Inc.
777 N. Rainbow Boulevard, Suite 250
Las Vegas, Nevada 89107
|
42,000,000 (2)
|
59.22%
|
John R. McLane
(Director)
c/o PlasmaTech, Inc.
777 N. Rainbow Boulevard, Suite 250
Las Vegas, Nevada 89107
|
0
|
0%
|
All officer and directors as a group (4
persons)
|
42,000,000
|
59.22%
|
(1) This table is
based on 70,920,000 shares of common stock issued and outstanding
on February 1, 2008.
|
-3-
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
our highest paid officers and directors for our fiscal year ended February 28,
2007. No other compensation was paid to any such officer or directors other than
the cash compensation set forth below.
Summary Compensation Table
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) *
|
Option
Awards
($) *
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
Christopher Brough
(1), President, Secretary, Treasurer and Director
|
2007
2006
2005
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
(1)
Mr. Brough has served as President, Secretary, Treasurer and Director since July 9,
2004, and has received no compensation as an executive officer or Director from the
year ended February 28, 2007 through the date of filing of this information
statement on Schedule 14C.
Other Compensation
There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of our company in the event of retirement
at normal retirement date as there was no existing plan as of January 8, 2008
provided for or contributed to by our company.
Director Compensation
The
following table sets forth director compensation as of December 31,
2007:
Name
|
Year
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($) *
|
Option
Awards
($) *
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
Christopher Brough (1)
|
2007
2006
2005
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
John R. McLane (2)
|
2007
2006
2005
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-4-
(1)
Mr. Brough has served as a Director since July 14, 2004, and has received no
compensation as an executive officer or Director from the year ended December 31,
2007 through the date of filing of this information statement on Schedule
14C.
(2)
Mr. McLane has served as a Director since September 5, 2007, and has received no
compensation as a Director from the year ended December 31, 2007 through the date
of filing of this information statement on Schedule 14C.
Directors of our company who are also employees do not receive cash
compensation for their services as directors or members of the committees of the
Board of Directors. All directors may be reimbursed for their reasonable
expenses incurred in connection with attending meetings of the Board of Directors
or management committees.
CHANGE IN CONTROL
To
the knowledge of management, there are no present arrangements or pledges of
securities of PlasmaTech which may result in a change in control of
PlasmaTech.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING
STOCKHOLDER
The
following action was taken based upon the unanimous recommendation of
PlasmaTech’s Board of Directors (the “Board”) and the written
consent of the consenting stockholder:
ACTION 1
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK AND PREFERRED
STOCK
The
Board and the consenting stockholder unanimously adopted and approved an amendment
to PlasmaTech’s Articles of Incorporation to increase the number of shares of
authorized common stock, par value $0.001 per share, from 75,000,000 to
200,000,000. Such amendment is referred to as the “Authorized Shares
Amendment.”
Currently, PlasmaTech has 75,000,000 shares of common stock
authorized, of which 70,920,000 are issued and outstanding as of the record date,
and no shares of preferred stock authorized.
The
increase in the number of shares of common stock authorized provides the Company
with increased financial flexibility in meeting future capital requirements. The
Board believes that it is advisable and in the best interests of PlasmaTech to have
available additional authorized but unissued shares of common stock in an amount
adequate to provide for PlasmaTech’s future needs. The unissued shares of
common stock will be available for issuance from time to time as may be deemed
advisable or required for various purposes, including the issuance of shares in
connection with financing or acquisition transactions. The Board would be able to
authorize the issuance of shares common stock for these transactions without the
necessity, and related costs and delays, of either calling a special meeting of the
stockholders or of waiting for the regularly scheduled annual meeting of
stockholders in order to increase the authorized capital. If, in a particular
transaction, stockholder approval were required by law or any stock exchanges,
quotation services or markets or were otherwise deemed advisable by the Board, then
the matter would be referred to the stockholders for their approval notwithstanding
that PlasmaTech may have the requisite number of voting shares to consummate the
transaction.
PlasmaTech has no current plans, proposals or arrangements to issue
any shares of its common stock in connection with any transaction.
ACTION 2
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO ELIMINATE PREEMPTIVE RIGHTS OF HOLDERS OF COMMON
STOCK
The
Board and the consenting stockholder unanimously adopted and approved an amendment
to PlasmaTech’s Articles of Incorporation to amend PlasmaTech's Articles of
Incorporation to eliminate preemptive rights provided to shareholders. A preemptive
right is the right of current shareholders to maintain their fractional or
proportional ownership of a company by buying a proportional number of shares of
any future issuance of common stock. Preemptive rights give stockholders the right
to preempt any issue of stock to any other person
-5-
by
purchasing the stock on the same terms and conditions as offered to any
non-stockholder. These rights can provide anti-takeover protection to minority
shareholders in the event that a company offers to issue additional shares of its
common stock to a potential suitor. In such instance, the existing stockholders
would have the ability to purchase their pro rata amount, limiting the amount of
shares the potential suitor could acquire. Management believes that such rights may
delay or prevent future material transactions, including but not limited to
materials acquisitions or financing. Additionally, in the event of such
transaction, the cost of complying with such shareholder rights would be material,
as PlasmaTech would be required to provide notice to all of its stockholders. As
PlasmaTech is a public company, such notice would be burdensome and costly. The
Board consented to the amendment to PlasmaTech’s Articles of Incorporation to
eliminate preemptive rights because of the reasons provided above. The elimination
of preemptive rights is a not a corporate action which gives rise to dissenters'
rights under the Nevada General Corporation Law.
ADDITIONAL AND AVAILABLE INFORMATION
PlasmaTech is subject to the informational filing requirements of
the Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Such reports, proxy statements and
other information can be inspected and copied at the public reference facility
maintained by the Securities and Exchange Commission (“SEC”) at 100 F
Street, N.E., Washington, D.C. 20549. Information regarding the public reference
facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Our filings
are also available to the public on the SEC’s website (www.sec.gov). Copies
of such materials may also be obtained by mail from the Public Reference Section of
the SEC at 100 F Street N.E., Washington, D.C. 20549 at prescribed
rates.
STATEMENT OF ADDITIONAL INFORMATION
PlasmaTech’s Registration Statement on Form SB-2 filed with
the SEC on April 20, 2006, Current Report on Form 8-K, filed on September 7, 2007,
October 22, 2007 and October 29, 2007, and Quarterly Reports on Form 10-QSB, for
the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 have been
incorporated herein by this reference.
PlasmaTech will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement has
been delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein other
than exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein).
All documents filed by PlasmaTech pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Information
Statement shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Information Statement to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Information Statement.
COMPANY CONTACT INFORMATION
All
inquiries regarding PlasmaTech should be addressed to Christopher Brough,
President, at PlasmaTech’s principal executive offices, at: PlasmaTech, Inc.,
777 N. Rainbow Boulevard, Suite 250, Las Vegas, Nevada 89107, telephone (702)
851-1330.
-6-