SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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[X] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only
[ ] Definitive Information Statement (as permitted by Rule 14c-5(d)(2))
CORPORATE VISION, INC.
(Name of Registrant as Specified in Its Charter)
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PRELIMINARY COPY
CORPORATE VISION, INC.
3540 E. 31st Street
Suite One
Tulsa, Oklahoma 74135
(918) 749-2400
Notice of Action by Written Consent
of a
Majority of the Outstanding Common Shares
taken on or about July __, 2001
To the Shareholders of Corporate Vision, Inc.:
Notice is hereby given that the holders of a majority of the outstanding shares of Corporate Vision, Inc., an Oklahoma corporation (the "Company"), have acted by written consent to approve the following resolutions:
"to ratify and approve an amendment to the Certificate of incorporation to effect a one for three hundred reverse split of the Company's common stock approved by the board of directors on April 13, 1998, and effected on April 17, 1998, and the issuance of one share of common stock for each fractional share resulting from the reverse split."
Only shareholders of record at the close of business on June 29, 2001 are being given Notice of the Action by Written Consent. The Company is not soliciting proxies.
By Order of the Board of Directors
/s/ Gary Mays
Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
CORPORATE VISION, INC.
3540 E. 31st Street
Suite One
Tulsa, Oklahoma 74135
(918) 749-2400
INFORMATION STATEMENT
ACTION BY THE HOLDERS OF A MAJORITY OF SHARES
This Information Statement is furnished to all holders of shares of Corporate Vision, Inc., an Oklahoma corporation (the "Company"), in connection with the action by the holders of a majority of the Company's issued and outstanding shares to ratify and approve an amendment (the "Amendment") to the Company's Certificate of incorporation to effect a one for three hundred reverse split of the Company's common stock effected in 1998, and the issuance of one share of common stock in satisfaction of the Company's obligation to issue fractional shares resulting from the reverse split. The holders of a majority of the Company's shares acted on or about June 29, 2001. This Information Statement is first being mailed to shareholders on or about July __, 2001.
Only shareholders of record at the close of business on June 29, 2001, are entitled to notice of the action taken. There will be no vote by the shareholders of the Company on the Amendment because the Amendment has already been approved by the written consent of the holders of a majority of the shares of the Company as allowed by Section 1073 of the Oklahoma General Corporation Law. At June 29, 2001, the Company had outstanding 42,064,850 shares, $0.01 par value, each of which was entitled to one vote.
The reasons for the ratification and approval of the Amendment are described in more detail in this Information Statement.
RATIFICATION OF AMENDMENT TO CERTIFICATE OF INCORPORATION
By a resolution dated April 13, 1998, the Company's board of directors approved a resolution to effect a one for three hundred reverse split (the "1998 Reverse Split") of the Company's common stock. The entire text of the 1998 resolution is set forth below:
"Corporate Vision's board of directors also hereby authorize a three hundred (300) for one (1) reverse split of the Company's issued and outstanding stock, and a reduction in its authorized stock effective April 17, 1998. . . . . Corporate Vision, Inc. hereby agrees to reduce the total number of outstanding shares after the reverse to approximately 390,000 shares. The total authorized number of shares will be reduced from 150,000,000 to a total of 50,000,000 authorized."
The 1998 Reverse Split was subsequently implemented by the board of directors on April 17, 1998. A written consent of the majority of shareholders was received to the proposed amendment to the Certificate of Incorporation to reduce the number authorized shares of common stock to 50,000,000 on November 3, 1999, and the amendment was filed on December 3, 1999. However, it appears that the resolution to effect a reverse split was never submitted to the shareholders for a vote or a consent, and never evidenced by an amendment to the Company's Certificate of Incorporation.
The Company has determined that the 1998 Reverse Split may have been defective for the following reasons:
The Board of Directors has determined that it is the best interests of the Company to ratify and approve the 1998 Reverse Split by approving the Amendment in order to resolve any legal uncertainty that exists concerning the 1998 Reverse Split. Because of the uncertainty over the validity of the 1998 Reverse Split, the Company has been unable to obtain a legal opinion that the Company's shares are legally and validly issued. As a result, the Company is not able to enter into certain transactions necessary to increase shareholder value.
The Company proposes to ratify the Company's prior issuance of one whole share in lieu of the issuance of fractional shares resulting from the reverse split. However, that method of dealing with fractional shares is not one of the methods explicitly authorized by Section 1036 of the OGCL, and resulted in the issuance of more shares to certain shareholders than they would have been issued under one of the approved methods pursuant to Section 1036 of the OGCL, as well as the issuance of shares for no formal consideration to the Company. In this case, the Company believes that ratification of the issuance of one whole share for each fractional share is in the best interests of the Company. Among the factors considered by the Company are: the number of additional shares issued was de minimus; the Company was in poor financial condition at the time the additional shares were issued, such that the additional shares were de minimus in value; and the legal, accounting, administrative, printing, and delivery costs necessary to comply with one of the three methods of dealing with fractional shares authorized by Section 1036 of the OGCL would greatly exceed the value of the shares at issue.
No vote of holders of outstanding shares of the Company, other than those shareholders who have already approved the action, is necessary for approval of the Amendment. It is anticipated that the Amendment will be filed of record on the twenty-first day after this Information Statement is first mailed to shareholders. Shareholders of the Company will have no dissenters' or appraisal rights with respect to the Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 19, 2001, with respect to the beneficial ownership of the Company's Common Stock by (i) all directors of the Company (ii) each executive officer of the Company named in the Summary Compensation Table and (iii) all directors and executive officers of the Company as a group.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (1) |
Global Eco-Logical Services, Inc. 3 Broad Street Suite 300 Charleston, South Carolina 29401 | 22,500,000 | 53.5% |
A. Leon Blaser, Ph.D C/o Corporate Vision, Inc. 6130 S. Memorial Dr. Tulsa, Oklahoma 74133 | 0 | 0% |
Gary Mays C/o Corporate Vision, Inc. 6130 S. Memorial Dr. Tulsa, Oklahoma 74133 | 0 | 0% |
Cynthia Cox C/o Corporate Vision, Inc. 6130 S. Memorial Dr. Tulsa, Oklahoma 74133 | 0 | 0% |
Curtis Swart C/o Corporate Vision, Inc. 6130 S. Memorial Dr. Tulsa, Oklahoma 74133 | 115,000 | 0% |
All Officers and Directors as a Group | 115,000 | 0% |
(1) Based upon 42,064,850 common shares issued and outstanding as of June 29, 2001.
