SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
We Are Not Asking You for a Proxy and You are Requested
Not To Send Us a Proxy
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
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BEVSYSTEMS INTERNATIONAL, INC.
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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:
Common, No par value
2) Aggregate number of securities to which transaction applies: 64,398,290
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): NA
4) Proposed maximum aggregate value of transaction: NA
5) Total fee paid: NA
BEVSYSTEMS INTERNATIONAL, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held October 21, 2002
A Special Meeting of the Shareholders of BevSystems
International, Inc. (the "Company") will be held on October 21,
2002 at 1:00 p.m., local time, at the Company's offices located
at 1315 Cleveland Street, Clearwater, Florida 33755 (727) 446-
2999, for the following purposes:
A. To authorize the increase of the Company's authorized
capital common shares from one hundred million
(100,000,000) (no par value) common shares to six hundred
fifty million (650,000,000) (no par value) common shares;
and
B. To vote on the recommendation by the Company's Board
of Directors that the Shareholders direct the President
to conclude the negotiations with Alfresh Beverages of
Canada as set forth in the previously entered into Letter
of Intent, and enter into a definitive agreement; and
C. To approve the Board's recommendation that the Company's
domicile be changed from Colorado to Florida.
The Board of Directors has fixed the close of business on
September 25, 2002 as the record date for determining
shareholders entitled to notice of and to vote at the Special
Meeting or any adjournment thereof. Only shareholders of record
of the Company's Common Stock at the close of business September
25, 2002 are entitled to notice of and to vote at the Special
Meeting and any adjournment thereof.
The number of shares of Common Stock outstanding and
entitled to vote at the Special Shareholders' Meeting is
64,398,290. The Company is not asking for a Proxy from any
shareholder.
The enclosed Notice of Meeting provides you with detailed
information about the meeting. In addition, you may obtain
information about BEVSYSTEMS INTERNATIONAL, INC. from documents
filed by the Company with the Securities Exchange Commission,
copies of which are available by contacting the Company. We
encourage you to read this entire document carefully.
By Order of the Board of Directors:
September 27, 2002 G. Robert Tatum, Chairman
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ITEM 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.
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Item 1. Date, Time and Place Information.
---------------------------------
A Special Meeting of the Shareholders of BevSystems
International, Inc. (the "Company") will be held on October 21,
2002 at 1:00 p.m., local time, at the Company's offices located
at 1315 Cleveland Street, Clearwater, Florida 33755 (727) 446-
2999, for the following purposes:
A. To authorize the increase of the Company's authorized
capital common shares from one hundred million
(100,000,000) (no par value) common shares to six hundred
fifty million (650,000,000) (no par value) common shares;
and
B. To vote on the recommendation by the Company's Board
of Directors that the Shareholders direct the President to
conclude the negotiations with Alfresh Beverages of Canada
as set forth in the previously entered into Letter of
Intent, and enter into a definitive agreement; and
C. To approve the Board's recommendation that the Company's
domicile be changed from Colorado to Florida.
The Board of Directors has fixed the close of business on
September 25, 2002 as the record date for determining
shareholders entitled to notice of and to vote at the Special
Meeting or any adjournment thereof. Only shareholders of record
of the Company's Common Stock at the close of business September
25, 2002 are entitled to notice of and to vote at the Special
Meeting and any adjournment thereof.
The number of shares of Common Stock outstanding and
entitled to vote at the Special Shareholders' Meeting is
64,398,290. The Company is not asking for a Proxy from any
shareholder.
Item 2. Revocability of Proxy. We Are Not Asking You for
----------------------
a Proxy and You are Requested Not To Send Us a Proxy. The
Company is not asking for a Proxy from any shareholder. The
Board has determined that shareholders holding a majority of the
shares entitled to vote will cast ballots in favor of the Boards
recommendations. The Special Meeting to be held on October 21,
2002 is called pursuant to the Colorado Revised Statutes, which
requires notice of the proposed actions, and the holding of a
shareholders' meeting.
Item 3. Dissenters' Rights of Appraisal. In accordance
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with the Colorado Revised Statutes, shareholders may have
"Dissenters' Rights of Appraisal" regarding the Company's plan to
enter into a business combination with Alfresh Beverages of
Canada. If a shareholder elects to dissent, subject to the
requirements of the Colorado Revised Statutes, the shareholder
may obtain payment of the fair value of the shareholder's shares.
The Company will provide each shareholder with the statutory
notice within the prescribed time. The Notice of Dissenter's
Rights will include detailed instructions on how a shareholder
may exercise dissenters' rights, the method of payment, and any
relevant time periods which a shareholder must satisfy in order
to exercise dissenters' rights.
Item 4. Persons Making the Solicitation. We Are Not Asking
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You for a Proxy and You are Requested Not To Send Us a Proxy. No
person, including any members of the Board of Directors, are
requesting that you send a Proxy.
Item 6. Voting Securities and Principal Holders Thereof.
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(a) The total shares outstanding and entitled to vote
at the Shareholders' Meeting, to be held on October 21, 2002 is
64,398,290; there is only one class of share, which is entitled
to vote.
(b) Only shareholders of record as of September 25,
2002 will be entitled to vote on matters submitted at the Special
Meeting to be held on October 21, 2002.
Item 12. Modification or Exchange of Securities.
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(a) The Registrant presently has 100,000,000 common
shares authorized and 64,398,290 outstanding, which constitute the
only class of security issued. The Board has recommended that the
number of authorized shares be increased to 650,000,000 million (no
par value) common shares. Therefore, the number of outstanding
shares will not be affected. The Board believes that it is in the
best interest of the Company that in the future it have the ability
to issues shares in excess of the 100,000,000 presently authorized.
Item 14. Mergers, Consolidations, Acquisitions and Similar
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Matters. The registrant's Board of Directors has determined that it
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will be in the best interest of the Company to enter into a definitive
agreement with Alfresh Beverages of Canada. The Board of Directors
has determined that shareholders, holding a majority of the shares
necessary to approve the recommended action, will vote their shares in
favor authorizing the President of the Company to enter into a
definitive agreement for a business combination between the Company
and Alfresh Beverages of Canada. However, The Board Is Not Asking You
for a Proxy and You are Requested Not To Send Us a Proxy. The
entering into business combination may result in a dilution of the
present shareholders' holdings in the Company.
Item 19. Amendment of Charter, By-Laws or other Documents. The
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Articles of Incorporation of the Company will be amended to reflect an
increase in the authorized common shares from one hundred million
(100,000,000) (no par value) common shares to six hundred fifty
million (650,000,000) (no par value) common shares.
Item 21. Voting Procedures. The actions taken by the Corporation
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require a vote of a majority of the shareholders. The Board of
Directors has determined that shareholders holding a majority of the
shares necessary to approve the recommended action will vote their
shares in favor of all recommended actions. Therefore, The Board Is
Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy. The Board has a sufficient number of shares committed to vote
in favor of all proposals to be submitted at the Special Meeting of
the Shareholders on October 21, 2002.
ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED.
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The Board Is Not Asking You for a Proxy and You are Requested Not To
Send Us a Proxy.
ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON.
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NONE
ITEM 4. PROPOSALS BY SECURITY HOLDERS
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NONE
ITEM 5. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN
ADDRESS
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N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BEVSYSTEMS INTERNATIONAL, INC.
Date: September 27, 2002
By:
/s/ G. Robert Tatum
Chairman