SCHEDULE 14C INFORMATION statement
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
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
Integrated Healthcare Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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:
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 is calculated and state how it was determined.): ________
4) Proposed maximum aggregate value of transaction: ___________
5) Total Fee Paid: _________
[ ] 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 of its filing.
1) Amount Previously Paid: _________
2) Form, Schedule or Registration Statement No.: _______
3) Filing Party: _________
4) Dated Filed: _________
INTEGRATED HEALTHCARE HOLDINGS, INC.
695 TOWN CENTER DRIVE, SUITE 260
COSTA MESA, CALIFORNIA 92626
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NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
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October 15, 2004
Dear Shareholder:
The holders of a majority of the outstanding shares of common stock of
Integrated Healthcare Holdings, Inc. (the "Company") have taken action by
written consent to amend the Company's Articles of Incorporation to increase the
authorized shares of common stock to 250,000,000 shares. Shareholders of record
at the close of business on August 31, 2004 will be entitled to notice of this
shareholder action by written consent. Since the actions have been approved by
the holders of the required majority of the outstanding shares of our voting
stock, no proxies were or are being solicited. Pursuant to regulations
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the amendment may not be effected until at least 20 calendar days after
this Information Statement is sent or given to our stockholders. We anticipate
that the amendment will become effective on or after November 4, 2004.
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Larry B. Anderson
President
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
INTEGRATED HEALTHCARE HOLDINGS, INC.
695 TOWN CENTER DRIVE, SUITE 260
COSTA MESA, CALIFORNIA 92626
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INFORMATION STATEMENT
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INFORMATION CONCERNING ACTION BY WRITTEN CONSENT
DATE AND PURPOSE OF WRITTEN CONSENT
Shareholders holding a majority of the outstanding shares and voting power
of the Company have taken action by written consent for the purpose of amending
the Articles of Incorporation of the Company to increase the authorized shares
of common stock to 250,000,000 shares.
SHAREHOLDERS ENTITLED TO VOTE
Approval of the matters actions described herein requires the written
consent of the holders of a majority of the outstanding shares of each voting
group entitled to vote on such matters. As of August 31, 2004, there were
20,220,000 shares of our common stock outstanding. Holders of our common stock
are entitled to one vote per share. Shareholders of record at the close of
business on August 31, 2004, will be entitled to receive this notice and
information statement.
PROXIES
No proxies are being solicited.
CONSENTS REQUIRED
The actions taken require the consent of the holders of a majority of the
outstanding shares of our common stock. On or prior to August 31, 2004, holders
of 16,128,000 shares of our common stock delivered written consents to us
adopting the proposal set forth herein, constituting a majority of the
outstanding shares of our common stock. There will not be a meeting of
stockholders and none is required under Nevada law because this action has been
approved by written consent of the holders of a majority of the outstanding
shares of our voting common stock. This Information Statement is being
distributed in accordance with the requirements of Section 14(c) of the Exchange
Act.
INFORMATION STATEMENT COSTS
The cost of delivering this information statement, including the
preparation, assembly and mailing of the information statement, as well as the
cost of forwarding this material to the beneficial owners of our capital stock
will be borne by us. We may reimburse brokerage firms and others for expenses in
forwarding information statement materials to the beneficial owners of our
capital stock.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act" ) and, accordingly,
files periodic reports and other information with the Securities and Exchange
Commission (the "Commission" ). Such reports and other information filed with
the Commission are available for inspection and copying at the public reference
facilities of the Commission located in Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should also be available for inspection and copying
at prescribed rates at the regional offices of the Commission located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
this material may also be obtained by mail, upon payment of the Commission's
customary fees, from the Commission's principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains an Internet web site
at http://www.sec.gov that contains reports, proxy statements and other
information.
1
We are required to file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Commission. A copy of our Transition Report on
Form 10-KSB for the fiscal year ended December 31, 2003 (filed under our former
name, First Deltavision, Inc.) and our Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2004 are being mailed to stockholders along with this
Information Statement. These documents shall be deemed to be incorporated by
reference herein and made a part hereof, but should not be considered
solicitation material.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of August 31, 2004 by the following
persons:
o each person who is known to be the beneficial owner of more than
five percent (5%) of our issued and outstanding shares of common
stock;
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.
Number Of Shares
Name And Address Beneficially Owned Percentage Owned
- ---------------- ------------------ ----------------
Bruce Mogel (1) 5,376,000 26.6%
Larry B. Anderson (1) 5,376,000 26.6%
James T. Ligon (1) 5,376,000 26.6%
All directors and officers as a group 16,128,000 79.8%
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(1) The address for these shareholders is c/o Integrated Healthcare Holdings,
695 Town Center Drive, Suite 260, Costa Mesa, California 92626.
Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. The number of shares and
the percentage beneficially owned by each individual listed above include shares
that are subject to options held by that individual that are immediately
exercisable or exercisable within 60 days from August 31, 2004, and the number
of shares and the percentage beneficially owned by all officers and directors as
a group includes shares subject to options held by all officers and directors as
a group that are immediately exercisable or exercisable within 60 days from
August 31, 2004.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK TO 250,000,000 SHARES
Our board of directors has adopted an amendment to the Company's Articles
of Incorporation to increase our authorized shares of common stock, $0.001 par
value per share, from 50,000,000 shares to 250,000,000 shares. This action
requires the consent of the holders of a majority of the outstanding shares of
common stock. On or prior to August 31, 2004, holders of 16,128,000 shares of
our common stock delivered written consents to us adopting this proposal,
constituting a majority of the outstanding shares of our common stock.
2
As of the record date, we had approximately 20,220,000 shares of common
stock issued and outstanding. Our board of directors believes that it is
desirable to increase the number of authorized shares of common stock in order
to ensure that there is a sufficient number of shares available to provide our
company with adequate flexibility to issue common stock in connection with a
currently pending transaction and for other corporate purposes that may be
identified in the future. The additional shares could be used, among other
things, for stock dividends, for acquisitions of other companies, for public or
private financings to raise additional capital and for stock-based employee
benefit plans. In addition, on September 29, 2004, the Company entered into
definitive forms of agreements with Dr. Kali P. Chaudhuri involving a new
investment in the Company. Pursuant to these agreements, Dr. Chaudhuri will
invest $500,000 in the Company in the form of a Convertible Secured Promissory
Note which will be initially convertible into 160 million shares of the
Company's common stock, or 88.8% of the Company's outstanding shares after
giving effect to the new issuance, and possibly an additional 10 million shares
if additional financing is provided to the Company. The completion of this
proposed issuance of common stock cannot occur unless we increase our authorized
but unissued shares of common stock by a sufficient amount.
Under the proposed amendment, the newly authorized shares would be
unreserved and available for issuance by our company without further shareholder
action, except as required by applicable laws and regulations. All of the
additional shares resulting from the proposed increase in our authorized common
stock would be of the same class if and when they are issued, and holders would
have the same rights and privileges as holders of shares of common stock
presently issued and outstanding, including the same dividend, voting and
liquidation rights.
The current holders of our common stock generally do not have preemptive
rights to subscribe to additional securities that may be issued by our company,
which means that current shareholders do not have a prior right to purchase any
additional shares in connection with a new issuance of capital stock of our
company in order to maintain their proportionate ownership of our common stock.
Accordingly, if our board of directors elects to issue additional shares of
common stock, such issuance could have a dilutive effect on the earnings per
share, voting power and equity ownership of current shareholders.
The proposed increase in the authorized number of shares of common stock
could have an anti-takeover effect. The availability for issuance of additional
shares of common stock could discourage, or make more difficult, efforts to
obtain control of our company because such shares could be issued to dilute the
voting power of a person seeking control. For example, it may be possible for
our board of directors to delay or impede a merger, tender offer, or proxy
contest that it determines is not in the best interests of our company and
shareholders by causing such additional authorized shares to be issued to
holders who might side with the board in opposing such a takeover or change in
control. By potentially discouraging unsolicited takeover attempts, the proposed
amendment may limit the opportunity for our shareholders to dispose of their
shares at the higher price generally available in takeover attempts or under a
merger proposal and may also have the effect of permitting our current
management, including the current board of directors, to retain its position and
resist changes that shareholders may wish to make if they are dissatisfied with
the conduct of our business.
By Order of the Board of Directors
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Larry B. Anderson
President
October 15, 2004
Costa Mesa, California
3
APPENDIX A
Certificate of Amendment to Articles of Incorporation
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 Website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: INTEGRATED HEALTHCARE HOLDINGS, INC.
2. The articles have been amended as follows (provide article numbers, if
available):
Article IV, 1. of the Articles of Incorporation shall be amended to
read in its entirety as follows:
Article IV 1. Number. The aggregate number of shares which the
Corporation shall have authorized is two hundred fifty million
(250,000,000) shares of capital stock with par value of one mil
($0.001).
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the provisions of
the articles of incorporation have voted in favor of the amendment is:
MAJORITY
4. Effective date of filing (optional):
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(must not be later 90 days after the certificate is filed)
5. Officer Signature (required): /s/ James Ligon, EVP Finance/CFO
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 78.385 Amended 2003 Revised on: 11/03/03