SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
File by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for use of
the Commission
[ ] Definitive Information Statement Only as permitted by Rule 14c-5(d)(2)
MEDICAL STAFFING SOLUTIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement, if other than Registrant)
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:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount of which the filing fee is calculated and state
how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] 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
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MEDICAL STAFFING SOLUTIONS, INC.
8150 Leesburg Pike, Suite 1200
Vienna, Virginia 22182
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Information Statement Pursuant to Section 14C
of the Securities Exchange Act of 1934
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THE ACTIONS, DEFINED BELOW, HAVE ALREADY BEEN
APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE
OUTSTANDING COMMON STOCK OF THE COMPANY. A VOTE OF THE REMAINING
SHAREHOLDERS IS NOT NECESSARY.
General
This Information Statement is first being furnished on or about
January 26, 2004 to shareholders of record as of the close of
business on January 22, 2004, (the "Record Date") of the common
stock, $0.001 par value per share (the "Common Stock") of Medical
Staffing Solutions, Inc. (the "Company") in connection with the
following (the "Action"):
- Approval of an amendment to the Company's Articles of
Incorporation to increase its authorized shares of common
stock to a total of up to 300 million, par value $0.001 per
share, and to increase its authorized shares of preferred
stock to a total of up to 30 million, par value $0.001 per
share.
The Board of Directors has approved, and a majority of the
shareholders (the "Consenting Shareholders") representing not
less than 30,344,322 shares of the 41,200,005 shares outstanding
of the Common Stock or 73.6% as of the Record Date have consented
in writing to the Actions. Such approval and consent constitute
the approval and consent of a majority of the total number of
shares of outstanding of Common Stock and are sufficient under
the Nevada General Corporation Law and the Company's Bylaws to
approve the Actions. The Actions will not become effective
before the date which is 21 days after this Information Statement
was first sent to stockholders. You are urged to read the
Information Statement in its entirety for a description of the
Action taken by the majority shareholders of the Company.
The Information Statement is first being mailed to stockholders
of the Company on or about January 26, 2004. Only stockholders
of record at the close of business on January 22, 2004 will be
entitled to receive the Information Statement. Accordingly, the
Action will not be submitted to the shareholders of the Company
for a vote and this Information Statement is being furnished to
shareholders 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.
The Company will pay all costs associated with the distribution
of the Information Statement, including the costs of printing and
mailing.
FOR ADDITIONAL INFORMATION ABOUT MEDICAL STAFFING SOLUTIONS,
INC., REFERENCE IS MADE TO THE COMPANY'S ANNUAL REPORT ON FORM 10-
KSB AND QUARTERLY REPORTS ON FORMS 10-QSB.
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The principal executive office of Medical Staffing Solutions,
Inc. 8150 Leesburg Pike, Suite 1200, Vienna, Virginia 22182.
APPROVAL OF THE AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE ITS AUTHORIZED SHARES OF COMMON STOCK
TO A TOTAL OF UP TO 300 MILLION SHARES OF COMMON STOCK, AND TO
INCREASE ITS AUTHORIZED SHARES OF PREFERRED STOCK TO A TOTAL OF
UP TO 30 MILLION SHARES OF COMMON STOCK.
INTRODUCTION
Pursuant to Section 78.320 of the Nevada General Corporation Law,
the majority of the Company's shareholders (73.6%) and the
Company's Board of Directors approved the increase of the
Company's authorized shares of common stock, par value of $0.001
per share, to a total of up to 300 million shares of common
stock, and the increase of the Company's authorized shares of
preferred stock, par value of $0.001 per share, to a total of up
to 30 million shares of preferred stock (the "Increase of
Authorized Capital").
To effect the Increase of the Authorized Capital, the Board of
Directors would file the approved proposed amendment to its
Articles of Incorporation (collectively, the "Amendment") with
the Nevada Secretary of State along with any other necessary
filings in accordance with Nevada General Corporation Law. The
Amendment will become effective 21 calendar days after the date
of mailing of this Information Statement. The form of amendment
to the Articles of Incorporation to effect the proposed increase
in the Authorized Capital would be in substantially the form
attached to this Information Statement as Appendix A.
The Company's Board of Directors and the Company's majority
shareholders holding 30,344,322 shares of common stock (73.6%)
have approved the increase in the Authorized Capital.
REASONS FOR THE INCREASE IN THE AUTHORIZED CAPITAL
The Board of Directors believes that it is advisable and in the
Company's best interests to have available additional authorized
but unissued shares of Common Stock and Preferred Stock in an
amount adequate to provide for the Company's future needs. The
additional shares also will be available for issuance for any
proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations,
merger transactions, stock dividends, stock splits, stock
options, convertible debt and equity financing.
POTENTIAL EFFECTS OF THE INCREASE IN THE AUTHORIZED CAPITAL
The increase in the Authorized Capital of the Company would
increase the authorized number of shares of common stock of the
Company to 300 million, and would increase the authorized number
of shares of preferred stock of the Company to 30 million.
The disadvantages include:
- If some or all of the newly authorized shares are issued,
a possible dilution of the existing shareholders will exist,
including the possible decrease in our net income per share
in future periods. This could cause the market price of our
stock decline.
- The creation of "blank check" preferred stock could be
used to deter a potential takeover of the Company that may
otherwise be beneficial to shareholders by issuing shares of
preferred stock to shareholders that will vote in accordance
with the Company's Board of Directors desires. A takeover
may be beneficial to independent shareholders because, among
other reasons, a potential suitor may offer such
shareholders a premium for their shares of stock compared to
the then-existing market price. The Company does not have
any plans or proposals to adopt provisions or enter into
agreements that may have material anti-takeover
consequences.
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AUTHORIZED SHARES OF COMMON STOCK
The increase in the Authorized Capital would increase the number
of authorized shares of the Company as stated above. These
additional shares of Common Stock and Preferred Stock would be
available for issuance from time to time for corporate purposes
such as raising additional capital, acquisitions of companies or
assets and sales of stock or securities convertible into common
stock. The Company believes that the availability of the
additional shares will provide it with the flexibility to meet
business needs as they arise, to take advantage of favorable
opportunities and to respond to a changing corporate environment.
PROCEDURE FOR EFFECTING THE INCREASE IN THE AUTHORIZED CAPITAL
The increase in the Authorized Capital of the Company will occur
on the Effective Date without any action on the part of
stockholders of the Company.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Persons Entitled to Notice
The Record Date for the determination of the shareholders
entitled to notice of and to consent to the Action has been fixed
as of the close of business on January 22, 2004. As of January
22, 2004, there were outstanding 41,200,005 shares of Common
Stock. The Action has been duly approved by the Consenting
Shareholders holding a majority of the outstanding Common Stock.
Approval or consent of the remaining shareholders is not required
and is not being solicited hereby or by any other means.
The Nevada General Corporation Law does not provide for
dissenters rights in connection with the adoption of the Action.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of January 22, 2004, the stock
ownership of all persons known to own beneficially five percent
or more of the Company's voting stock and all directors and
officers of the Company, individually and as a group. Each
person has sole voting and investment power over the shares
indicated, except as noted. Unless otherwise stated in the notes
to the table, each person named below has sole authority to vote
and dispose of the shares shown. Under Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, in calculating
percentage ownership, each person named below is deemed to
beneficially own securities that such person has the right to
acquire within sixty days through the exercise of any option or
warrant or through the conversion of any security. Shares of
Common Stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the
person holding such options or warrant, but are not deemed
outstanding for purposes of computing the percentage of any other
person.
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SHARES PERCENT
BENEFICIALLY OF CLASS
NAME OWNED (2) OUTSTANDING
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B.B. Sahay (1) 30,344,322 73.6%
Chairman of Board and CEO
Azmat Ali (2) 2,655,678 6.4%
Officers and Directors as 30,344,322 73.6%
a Group (1 person)
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(1) c/o Company's address: 8150 Leesburg Pike, Suite 1200,
Vienna, Virginia 22182
(2) c/o Company's address: 8150 Leesburg Pike, Suite 1200,
Vienna, Virginia 22182. Mr. Ali is not an officer or
director of the Company.
EXHIBITS
APPENDIX A
Exhibit 3 Amendment to Certificate of Incorporation
BY ORDER OF THE BOARD OF DIRECTORS
/s/ B.B. Sahay
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B.B. Sahay, Chairman and CEO
Vienna, Virginia
January 22, 2004
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