UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
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x Preliminary Information Statement
o Definitive Information Statement
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CHINA BIOPHARMA, INC.
(Name of Registrant as Specified In Its Charter)
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INFORMATION STATEMENT
OF
CHINA BIOPHARMA, INC.
75 Shuguang Rd., Bldg. B,
Hangzhou, China 310007
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS
OF CHINA BIOPHARMA, INC.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
This Information Statement is being mailed or furnished to the stockholders of China Biopharma, Inc., a Delaware corporation (the “Company”), in connection with the unanimous approval by written consent on March 18, 2008 of the Company’s Board of Directors of the corporate action referred to below and the subsequent adoption of such corporate action by written consent on March 27, 2008 of holders entitled to vote 87,149,072 of the aggregate shares of common stock par value $0.0001 per share (the “Common Stock”) of the Company representing 51.48% of the aggregate shares of Common Stock of the Company entitled to vote. Such approval and consent constitute the approval and consent of at least a majority of the total number of shares of outstanding Common Stock and are sufficient under the Delaware General Corporation Law to approve the action. Accordingly, this Information Statement is furnished solely for the purpose of informing the stockholders of the Company, in the manner required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of this corporate action before it takes effect.
This Information Statement will be mailed or furnished to the stockholders of record of the Company on March 27, 2008, (the “Record Date”). This Information Statement is first being mailed or furnished to the stockholders of the Company on April 14, 2008, and the transaction described herein shall not become effective until at least 20 days thereafter.
ACTION BY BOARD OF
DIRECTORS AND
CONSENTING STOCKHOLDERS
The following corporate action was unanimously authorized and approved by the written consent of Board of Directors of the Company on March 18, 2008, a copy of which is attached hereto as Exhibit A, and by the written consent of holders entitled to vote at least a majority of the outstanding Common Stock on March 27, 2008, a copy of which is attached hereto as Exhibit B:
1. The approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 700,000,000 shares.
The reasons for, and general effect of, the Amendment to the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock is described in “AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK.” A form of the Amendment is attached hereto as Exhibit C.
The Board of Directors of the Company knows of no other matters other than those described in this Information Statement which have been recently approved or considered by the holders of the Company’s Common Stock.
GENERAL
The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company 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 the Company’s Common Stock.
The Company will only deliver one Information Statement to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security holders. Upon written or oral request, the Company 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 Company’s Secretary, George Ji at the address of P.O.Box 553, Kingston, NJ 08528-0553. Telephone No. 609-651-8588.
VOTING SECURITIES AND INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant to the Delaware General Corporation Law, a vote by the holders of at least a majority of the Company’s outstanding Common Stock is required to effect the action described herein. The Company’s Certificate of Incorporation does not authorize cumulative voting. As of March 27, 2008, there were 169,296,716 shares of Common Stock outstanding, of which 84,648,359 shares are required to pass the stockholder resolution approving the action described herein. Each holder of Common Stock is entitled to one vote for each share held by such holder. The consenting stockholders voted in favor of the actions described herein in a written consent, dated March 27, 2008, attached hereto as Exhibit B. The consenting stockholders are collectively the record and beneficial owners of 87,149,072 shares, which represents 51.48% of the issued and outstanding shares of the Company’s Common Stock. No consideration was paid for the consent. The names of the consenting stockholders’, and the number of shares of Common Stock with respect to which such consent was given is as follows:
Name | | Number of Shares For Which Consent Was Given | | Percentage | |
| BIGTIME MANAGEMENT LIMITED | | | 1,374,535 | | | 0.81 | % |
| BURSTEIN & LINDSAY SEC CORP | | | 200,000 | | | 0.12 | % |
| FIRST MIRAGE, INC. | | | 719,000 | | | 0.42 | % |
| DOUBLE U MASTER FUND LP | | | 146,451 | | | 0.09 | % |
| GENERATION CAPITAL ASSOCIATES | | | 808,000 | | | 0.48 | % |
| HANGZHOU JORAY ELECTRONICS CO. LTD | | | 1,325,469 | (3) | | 0.78 | % |
| Kin Shing Li | | | 2,982,216 | | | 1.76 | % |
| MAC WIRELESS/PW LLC | | | 3,976,336 | (2) | | 2.35 | % |
| MONARCH CAPITAL FUND LTD. | | | 800,000 | | | 0.47 | % |
| MARVIN MERMELSTEIN | | | 719,997 | | | 0.43 | % |
| NITE CAPITAL LP | | | 719,997 | | | 0.43 | % |
| PACIFIC CENTURY FUND LLC | | | 15,836,112 | (4) | | 9.35 | % |
| PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. | | | 7,500,000 | | | 4.43 | % |
| | | 18,556,209 | (1) | | 10.96 | % |
| SB CHINA HOLDINGS PTE LTD | | | 11,928,935 | | | 7.05 | % |
| SINOQUEST MANAGEMENT LTD | | | 3,000,000 | | | 1.77 | % |
| Peter Wang | | | 2,319,517 | | | 1.37 | % |
| UTSTARCOM INC. | | | 11,928,935 | | | 7.05 | % |
| VISION OPPORTUNITY MASTER FUND, LTD. | | | 2,307,363 | | | 1.36 | % |
| TOTAL | | | 87,149,072 | | | 51.48 | % |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of March 27, 2008, who the number of shares of our common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of the Company’s common stock; (ii) each director of the Company; (iii) each of the executive officers of the Company; and (iv) all directors and executive officers as a group. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated. As of March27, 2008 there were 169,296,716 shares of common stock outstanding.
| | | NUMBER OF | | % OF COMMON | |
| | | SHARES | | STOCK | |
| NAME AND ADDRESSES OF | | | | BENEFICIALLY | |
| BENEFICIAL OWNER | | OWNED** | | OWNED** | |
| SB China Holdings PTE Ltd. (1) | | | 11,928,935 | | | 7.05 | % |
| UTStarcom Inc. (2) | | | 11,928,935 | | | 7.05 | % |
| Pacific Century Fund LLC (3) | | | 15,836,112 | | | 9.35 | % |
| PZW Family LLP (4) | | | 18,556,209 | | | 10.96 | % |
| Peter Wang (5) | | | 26,505,530 | | | 15.62 | % |
| Chunhui Shu | | | 0 | | | * | |
| Qiumeng Wang (6) | | | 140,000 | | | * | |
| Ya Li (7) | | | 912,700 | | | * | |
| Charles Xue (8) | | | 250,000 | | | * | |
| All directors and executive officers as a Group (5 persons) | | | 27,808,230 | | | 16.27 | % |
* Indicates less than one percent.
** Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the stockholders named in the table have sole voting and investment power with respect to all common stock shares shown as beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days upon the exercise of options, warrants or convertible securities (in any case, the “Currently Exercisable Options”). Each beneficial owner’s percentage ownership is determined by assuming that the Currently Exercisable Options that are held by such person (but not those held by any other person) have been exercised and converted.
(1) The address for SB China Holdings PTE Ltd. is 28F-A Zhao Feng World Trade Building, 369 Jiang Su Road, Shanghai 200050, P. R. China.
(2) The address for UTStarcom, Inc. is 1275 Harbor Bay Parkway, Alameda, California 94502.
(3) Peter Wang, our Chief Executive Officer and Chairman of the Board, Ya Li, a director and former Chief Financial Officer, and Wind Chen, our former Chief Operating Officer, are each members of Pacific Century Fund LLC owning 28.38%, 30.38% and 3.77%, respectively, of the ownership interests of Pacific Century. The address for Pacific Century Fund LLC is 68 Cottonwood Court, Monmouth Junction, New Jersey 08852.
(4) PZW Family LLP is 20% owned by Peter Wang. The address for PZW Family LLP is 58261 Melton Road, Hillard, Florida 32046.
(5) Includes 3,976,336 shares held by MAC Wireless/PW LLC which is 80% owned by Mr. Wang, 1,325,469 shares held by Hangzhou Joray Electronics Co., Ltd. which is 50% owned by Mr. Wang, 18,556,209 shares held by PZW Family LLP which is 20% owned by Mr. Wang, and 300,000 shares issuable upon exercise of Currently Exercisable Options. As the owner of 50% of the equity interests in Hangzhou Joray Electronics, Mr. Wang shares voting and investment power over the shares of China Biopharma common stock held by Hangzhou Joray Electronics. As one of the general partners of PZW Family LLP, Mr. Wang shares voting and investment power over the shares of China Biopharma common stock held by PZW Family LLP. Mr. Wang disclaims beneficial ownership of the shares held by MAC Wireless/PW LLC, Hangzhou Joray Electronics, and PZW Family LLP except to the extent of his pecuniary interest in the shares.
(6) Includes 140,000 shares issuable upon exercise of Currently Exercisable Options.
(7) Includes 912,700 shares issuable upon exercise of Currently Exercisable Options.
(8) Includes 250,000 shares issuable upon exercise of Currently Exercisable Options.
NOTICE TO STOCKHOLDERS OF ACTIONS
APPROVED BY CONSENTING STOCKHOLDERS
The following action has been approved by the written consent of holders entitled to vote of least a majority of the outstanding shares of Common Stock of the Company:
AMENDMENT TO CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES
OF THE COMPANY’S COMMON STOCK
General
The Board of Directors adopted by unanimous written consent dated March 18, 2008, a resolution to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company. The holders of more than a majority of the outstanding shares of the Company’s Common Stock approved by written consent dated March 27, 2008, a resolution to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company. The Company is currently authorized to issue 200,000,000 shares of Common Stock. The amendment (the “Amendment”) to the Company's Certificate of Incorporation in the form attached hereto as Exhibit C, increases the authorized shares of the Company's Common Stock from 200,000,000 shares to 700,000,000 shares. Of the 200,000,000 shares of Common Stock currently authorized, 169,296,716 shares of Common Stock are issued and outstanding.
The first paragraph of ARTICLE FOURTH of the Company’s Certificate of Incorporation will be amended to read as follows:
“The total number of shares of stock which the Corporation shall have authority to issue is Seven Hundred One Million (701,000,000) which shall consist of Seven Hundred Million (700,000,000) shares of common stock $.0001 par value per share (the “Common Stock”) and (ii) One Million (1,000,000) shares of preferred stock, $.0001 par value per share (the “Preferred Stock”).”
Purpose of Amendment
The Board of Directors believes that this increase will enable the Company to issue additional shares of Common Stock upon conversion of, or as optional payments of principal and interest on, the Company’s Secured Convertible Promissory Notes due December 2008 and other current and future convertible securities and to pursue acquisitions or enter into transactions which the Board believes provide the potential for growth and profit. Beginning on March 13, 2007, we became obligated to make monthly amortization payments of both principal and accrued interest on our outstanding $3,000,000 Secured Convertible Promissory Notes due December 13, 2008 (the “Notes”). The amortization schedule requires the payment, beginning on March 13, 2007 and ending on November 13, 2008, of 21 equal monthly principal payments of approximately $142,857, together with monthly interest payments on the then outstanding principal amounts. We have the option (which we have exercised), so long as we are not in default, to pay the monthly amounts due on the Notes in shares of our common stock. We are currently unable to make the payments in cash so to facilitate the payments in shares of our common stock we need to amend our certificate of incorporate to increase the number of shares of common stock that we are authorized to issue as currently we do not have sufficient number of shares of common stock authorized to allow us to do so. On October 15, 2007, an “event of default” occurred and is continuing under the Notes in that we failed to make our monthly amortization payment due on that date in registered shares of common stock or in cash. This event of default has not been waived by the investors and is continuing. We intend to endeavor to satisfy our past and future amortization payments due under the Notes by delivery of registered shares of our common stock. However there can be no assurance that this will be possible as the investors have the right to request payment in cash following an event of default. Other than as stated above, the Company has no specific plans, arrangements or understandings, either written or oral, to issue any of the additional authorized shares of Common Stock.
Effect of Amendment
The issuance by the Company of any additional shares of Common Stock would dilute both the equity interests and the earnings per share, if any, of existing holders of the Common Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of Common Stock will have voting and other rights identical to those of the currently authorized shares of Common Stock.
NO DISSENTERS’ RIGHTS
Pursuant to the Delaware General Corporation Law, the holders of the Company’s Common Stock are not entitled to dissenters’ rights in connection with the increase in the number of authorized shares. Furthermore, the Company does not intend to independently provide those stockholders with any such rights.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters other than those described in this Information Statement, which have been recently approved or considered by the holders of the Company’s Common Stock.
By Order of the Board of Directors
George Ji
Secretary
Dated: April___, 2008
EXHIBIT A
UNANIMOUS CONSENT IN WRITING OF THE DIRECTORS OF
CHINA BIOPHARMA, INC.
IN LIEU OF A MEETING
The undersigned, being all of the directors of China Biopharma, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), hereby adopt the following recitals and resolutions pursuant to §141(f) of the Delaware General Corporation Law as if adopted at a meeting duly held, and expressly waive notice with respect thereto.
WHEREAS, the Board of Directors deems it to be advisable and in the best interests of the Company to amend the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, $.0001 par value per share, from 200,000,000 to 700,000,000.
NOW, THEREFORE, BE IT
RESOLVED, that the Company’s Certificate of Incorporation be amended to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 700,000,000 shares; and
RESOLVED, that the first paragraph of Article FOURTH of the Company’s Certificate of Incorporation be amended to read as follows:
“The total number of shares of stock which the Corporation shall have authority to issue is Seven Hundred One Million (701,000,000) which shall consist of (i) Seven Hundred Million (700,000,000) shares of common stock, $.0001 par value per share (the “Common Stock”), and (ii) One Million (1,000,000) shares of preferred stock, $.0001 par value per share (the “Preferred Stock”).”
RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized, empowered and directed, to execute and file with the Secretary of State of Delaware any and all such certificates, amendments, instruments and documents, in the name of, and on behalf of, the Company, with such changes thereto as any officer may approve, and to take all such further action as they, or any of them, may deem necessary or appropriate to carry out the purpose and intent of the foregoing resolutions.
This consent shall be filed with the minutes of meetings of the Board of Directors and shall have the same effect as the vote of the directors. This consent may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall be valid with the same with the same force and effect as if such facsimile signature were the original thereof.
Dated: March 18, 2008
DIRECTOR:
| /s/ Peter Wang |
| Peter Wang |
| |
DIRECTOR: |
| |
| /s/ Ya Li |
| Ya Li |
| |
DIRECTOR: |
| |
| /s/ Charles Xue |
| Charles Xue |
EXHIBIT B
WRITTEN CONSENT OF
A MAJORITY OF THE
STOCKHOLDERS OF
CHINA BIOPHARMA, INC.
The undersigned, constituting the holders of at least a majority of the outstanding common stock, par value $.0001 per share (“Common Stock”) of China Biopharma, Inc., a Delaware corporation (the “Company”), adopt the following resolutions by written consent in lieu of a meeting, pursuant to Section 228 of the Delaware General Corporation Law:
RESOLVED, that the Company’s Certificate of Incorporation be amended to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 700,000,000 shares; and
RESOLVED, that the first paragraph of Article FOURTH of the Company’s Certificate of Incorporation be amended to read as follows:
“The total number of shares of stock which the Corporation shall have authority to issue is Seven Hundred One Million (701,000,000) which shall consist of (i) Seven Hundred Million (700,000,000) shares of common stock, $.0001 par value per share (the “Common Stock”), and (ii) One Million (1,000,000) shares of preferred stock, $.0001 par value per share (the “Preferred Stock”).”
RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized, empowered and directed, to execute and file with the Secretary of State of Delaware any and all such certificates, amendments, instruments and documents, in the name of, and on behalf of, the Company, with such changes thereto as any officer may approve, and to take all such further action as they, or any of them, may deem necessary or appropriate to carry out the purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, this Written Consent of Stockholders has been executed by the undersigned on the 27th day of March, 2008. The number of shares of Common Stock held by each of the undersigned for which this written consent has been given is set forth next to the signature of such holder.
| Name | | Number of Shares of Common Stock for Which Consent Has Been Given |
| BIGTIME MANAGEMENT LIMITED | | 1,374,535 |
| By: | /s/ Ge Xianding | | |
Name: Ge Xianding Title: Partner | | |
| | | | |
| BURSTEIN & LINDSAY SEC CORP | | 200,000 |
| By: | /s/ Mosi Krans | | |
Name: Mosi Krans Title: CFO | | |
| | | | |
| DOUBLE U MASTER FUND LP | | 146,451 |
| By: | /s/ Jonathan Ratner | | |
Name: Jonathan Ratner Title: CFO | | |
| FIRST MIRAGE, INC. | | 719,000 |
| By: | /s/ David A. Rapaport | | |
Name: David A. Rapaport Title: EVP | | |
| | | | |
| GENERATION CAPITAL ASSOCIATES | | 808,000 |
| By: | /s/ David A. Rapaport | | |
Name: David A. Rapaport Title: EVP | | |
| | | | |
| HANGZHOU JORAY ELECTRONICS CO. LTD | | 1,325,469 |
| By: | /s/ Shao Xiangao | | |
Name: Shao Xiangao Title: General Manager | | |
| | | | |
| /s/ Kin Shing Li | | 2,982,216 |
| Kin Shing Li | | |
| | | | |
| MAC WIRELESS/PW LLC | | |
| By: | /s/ Peter Wang | | 3,976,336 |
Name: Peter Wang Title: General Partner | | |
| | | | |
| MONARCH CAPITAL FUND LTD. | | |
| By: | /s/ David Sims | | 800,000 |
Name: David Sims Title: Director | | |
| | | | |
| /s/ MARVIN MERMELSTEIN | | 719,997 |
| MARVIN MERMELSTEIN | | |
| | | | |
| NITE CAPITAL LP | | 719,997 |
| By: | /s/ Keith Goodman | | |
Name: Keith Goodman Title: Managing Partner | | |
| | | | |
| PACIFIC CENTURY FUND LLC | | 15,836,112 |
| By: | /s/ Jianjun Ji | | |
Name: Jianjun Ji Title: Managing Member | | |
| | | | |
| PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. | | 7,500,000 |
| By: | /s/ Howard B. Berger | | |
Name: Howard B. Berger Title: Manager | | |
| | | | |
| PZW FAMILY LLP | | 18,556,209 |
| By: | /s/ Peter Wang | | |
Name: Peter Wang Title: General Partner | | |
| | | | 11,928,935 |
| SB CHINA HOLDINGS PTE LTD | | |
| By: | /s/ Chauncey Shey | | |
Name: Chauncey Shey Title: CEO & President | | |
| SINOQUEST MANAGEMENT LTD | | 3,000,000 |
| By: | /s/ Zhu Xiaodong | | |
Name: Zhu Xiaodong Title: President | | |
| | | | |
| /s/ Peter Wang__ | | 2,319,517 |
| Peter Wang | | |
| | | | |
| UTSTARCOM INC. | | 11,928,935 |
| By: | /s/ Hong Liang Lu | | |
Name: Hong Liang Lu Title: CEO | | |
| | | | |
| VISION OPPORTUNITY MASTER FUND, LTD. | | |
| By: | /s/ Adam Benowitz | | 2,307,363 |
Name: Adam Benowitz Title: Director | | |
| | | | |
| Total | | 87,149,072 |
EXHIBIT C
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF CHINA BIOPHARMA, INC.
China Biopharma, Inc, a corporation organized and existing under the laws of the State of Delaware does hereby certify as follows:
1. The name of the corporation is CHINA BIOPHARMA, INC. (the “Corporation”):
2. The Certificate of Incorporation of the Corporation is hereby amended by amending and restating in its entirety, the first paragraph of Article FOURTH thereof as follows:
“The total number of shares of stock which the Corporation shall have authority to issue is Seven Hundred One Million (701,000,000) which shall consist of (i) Seven Hundred Million (700,000,000) shares of common stock, $.0001 par value per share (the “Common Stock”), and (ii) One Million (1,000,000) shares of preferred stock, $.0001 par value per share (the “Preferred Stock”).”
3. In accordance with Section 242 of the Delaware General Corporation Law: (i) the amendment to the Certificate of Incorporation herein certified has been duly adopted and approved by the unanimous written consent of the Board of Directors of the Corporation dated March 18, 2008 in accordance with Section 141(f) of the Delaware General Corporation Law and (ii) the amendment to the Certificate of Incorporation herein certified has been duly adopted and approved by the written consent of at least a majority of the outstanding shares of Common Stock dated March 27, 2008 in accordance with Section 228 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its Chief Executive Officer on this _____ day of April, 2008.
|
| | |
| By: | |
|
| Title: Chief Executive Officer |
