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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by
Rule 14c-5(d)(2))
x
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 20, 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:
2
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)
|
3
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.
|
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
4
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-
|
(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
5
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 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
6
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.
7