UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
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[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
NATIONAL HEALTH PARTNERS, INC.
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(Name of Registrant as Specified In Its Charter)
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National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044
(215) 682-7114
Notice of Proposed Action by Written Consent
of the Holders of the
Majority of the Voting Power to be taken on or about February 15, 2013
To the Stockholders of National Health Partners, Inc.
Notice is hereby given that upon written consent by the holders of a majority of
the voting power of National Health Partners, Inc. ("Company"), the Company
intends to take certain action as more particularly described in this
Information Statement. The action will be effected on or after 20 days from the
date this Information Statement is mailed to stockholders, which mailing is
expected to be on or about January 26, 2013.
Only stockholders of record at the close of business on January 8, 2013 will be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ David M. Daniels
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David M. Daniels
Chairman of the Board
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044
(215) 682-7114
INFORMATION STATEMENT
CONSENT ACTION BY STOCKHOLDERS WITHOUT A MEETING
This Information Statement is furnished to all holders of the Common Stock
of the Company in connection with proposed action by the holders of the majority
of the voting power of the Company to take the following action:
* To approve an amendment to the Company's Articles of Incorporation to
increase the authorized capital stock to 505,000,000 comprised of
500,000,000 shares of Common Stock and 5,000,000 shares of Preferred
Stock, and reverse split of our Common Stock on the ratio of 1:100.
The action is proposed to occur on or about February 15, 2013. This
Information Statement is first being mailed to stockholders on or about January
26, 2013.
Only stockholders of record at the close of business on January 8, 2013 are
entitled to notice of the action to be taken. There will be no vote on the
matters by the stockholders of the Company because the proposed action will be
accomplished by the written consent of the holders of the majority voting power
of the Company as allowed by the Indiana Business Corporation Law. The
elimination of the need for a special meeting of the stockholders to approve the
actions set forth herein is authorized by Indiana Business Corporation Law,
which provides that action may be taken by the written consent of the holders of
outstanding shares of voting capital stock, having not less than the minimum
number of votes which would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on a matter were present and voted.
The holders of the majority of the issued and outstanding Common Stock of
the Company have adopted, ratified and approved resolutions to effect the action
described. No other votes are required or necessary.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER'S RIGHTS OF APPRAISAL
The Indiana Business Corporation Law ("INDIANA LAW") does not provide for
dissenter's rights of appraisal in connection with the corporate action to be
taken.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on January 8, 2013
as the record date for the determination of the common stockholders entitled to
notice of proposed action by written consent. At the record date, the Company
had outstanding 245,303,252 shares of Common Stock, par value $.001 per share.
The holders of the majority of the issued and outstanding Common Stock on the
record date have signed a written consent to the taking of the corporate action
described. This written consent will be sufficient, without any further action,
to provide the necessary stockholder approval of the action.
CORPORATE ACTIONS TO BE TAKEN
OVERVIEW
The Company currently has authorized capital stock of 250,000,000 shares,
all of which is Common Stock. On January 9, 2013, our Board of Directors, and as
of January 9, 2013, eight (8) stockholders holding a majority (51.23%) of the
voting rights in the Company, approved an amendment to the Articles of
Incorporation to increase the number of authorized shares of capital stock to
505,000,000, including 500,000,000 shares of Common Stock and 5,000,000 shares
of Preferred Stock and to effect a reverse split of the issued and outstanding
shares of our Common Stock on a ratio of one (1) share for every 100 shares
(1:100).
AMENDMENTS TO THE ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED COMMON STOCK AND AUTHORIZATION OF PREFERRED STOCK
We believe that it is in the best interests of the Company and its
stockholders that the authorized capital stock be increased to 505,000,000
shares, including 500,000,000 shares of Common Stock, par value $.001 per share,
and that 5,000,000 shares of Preferred Stock, par value $.001 per share, be
authorized. The increase in our authorized capital stock will provide the
Company with needed stock to enable us to undertake financing transactions in
which the Company may employ the common stock, including transactions to raise
working capital through the sale of common stock. Since the Board of Directors
believes that the currently authorized number of shares is not sufficient to
meet anticipated needs in the immediate future, the Board considers it desirable
that the Company have the flexibility to issue an additional amount of Common
Stock and authorize 5,000,000 shares of Preferred Stock without further
stockholder action, unless otherwise required by law or other regulations. The
availability of these additional shares will enhance the Company's flexibility
in connection with any possible acquisition or merger, stock splits or
dividends, financings and other corporate purposes and will allow such shares to
be issued without the expense and delay of a special stockholders' meeting,
unless such action is required by applicable law or rules of any stock exchange
on which the Company's securities may then be listed. At the present time, the
Company has no plans, proposals or arrangements, written or otherwise, to issue
any shares of Preferred Stock or to enter into a merger or acquisition
transaction.
In certain circumstances, a proposal to increase the authorized capital
stock may have an anti-takeover effect. The authorization of classes of
preferred or common stock with either specified voting rights or rights
providing for the approval of extraordinary corporate action may be used to
create voting impediments or to frustrate persons seeking to effect a merger or
otherwise gain control of the Company by diluting the stock ownership of any
persons seeking to obtain control of the Company. Management of the Company
might use the additional authorized capital stock to resist or frustrate a
third-party transaction which might provide an above-market premium that is
favored by a majority of the independent stockholders. Management of the Company
has no present plans to adopt any proposals or to enter into other arrangements
that may have material anti-takeover consequences. There are no anti-takeover
provisions in the Company's Articles of Incorporation, Bylaws or other governing
documents.
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The creation of a new class of Common and/or Preferred Stock could have
potential negative consequences on the voting power of existing stockholders.
For example, the creation of special voting rights such as the right to vote as
a separate class on certain corporate actions; the granting of voting rights
equal to a certain multiple of shares held; or the right to convert into Common
Stock on greater than a one-for-one basis, all of which has the potential to
decrease the voting power of the shares of Common Stock held by existing
stockholders.
REVERSE SPLIT OF THE NUMBER OF OUTSTANDING SHARES OF OUR COMMON STOCK ON A RATIO
OF 1:100
Our Board of Directors believes that the price of our Common Stock is too
low and could be a deterrent for some, if not most of the companies with whom
the Company is currently trying to conduct business. Also, as a result of
certain clearing firms' refusal to accept deposits of physical stock
certificates of companies with stock prices of $.10 or less, our Board of
Directors believes that it is in the best interests of our stockholders for the
Company to implement a one (1) share for every 100 shares reverse stock split in
an effort to proportionately raise the per share price of the Company's common
stock by reducing the number of outstanding shares. Our Board of Directors also
believes that the Company's stockholders will benefit from relatively lower
trading costs for a higher priced stock. The Board of Directors is not
implementing the reverse stock split in anticipation of any "going private"
transaction and the reverse split will not have a "going private" effect.
MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The reverse stock split will be effected simultaneously for all of the
Common Stock and the ratio will be the same for all of the Common Stock. The
reverse stock split will not materially affect any stockholder's percentage
ownership interest in the Company.
The principal effect of the reverse stock split will be to reduce the
number of shares of the Common Stock issued and outstanding from 245,303,252 to
2,453,032.52 shares. Fractional shares resulting from the reverse split will be
rounded up to the nearest one whole share. In addition, the reverse stock split
may increase the number of stockholders who own odd lots (less than 100 shares).
Stockholders who hold odd lots may experience an increase in the cost of selling
their shares and may have greater difficulty in effecting sales. Other than the
value of one whole share of post-reverse stock split Common Stock that will be
issued by the Company in exchange for fractional shares held by a stockholder,
no gain or loss should be recognized by a stockholder upon a stockholder's
exchange of pre-reverse split shares for post-reverse stock split shares. See
"FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT," below.
AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE
Since the Company is reverse splitting the outstanding Common Stock and not
the authorized shares of Common Stock, after the reverse stock split the Company
will have more authorized (but unissued) shares to issue in the future. The
additional shares of Common Stock that will become available for issuance could
be used by our management to oppose a hostile takeover attempt or delay or
prevent changes of control or changes in or removal of management, including
transactions that are favored by a majority of the stockholders or in which the
stockholders might otherwise receive a premium for their shares over
then-current market prices or benefit in some other manner. Although the reverse
stock split has been prompted by business and financial considerations,
stockholders nevertheless should be aware that approval of the proposal could
facilitate future efforts by our management to deter or prevent a change in
control of the Company.
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NO APPRAISAL OR DISSENTER'S RIGHTS
Under the Indiana Business Corporation Law, stockholders are not entitled
to appraisal or dissenter's rights with respect to the proposed amendment to the
Articles of Incorporation to effect the reverse stock split and we will not
independently provide stockholders with any such right.
EFFECT ON REGISTERED AND BENEFICIAL STOCKHOLDERS
Upon the effectiveness of the reverse stock split, the Company intends to
treat stockholders holding the Common Stock in "street name," through a bank,
broker or other nominee, in the same manner as registered stockholders whose
shares are registered in their names. Banks, brokers or other nominees will be
instructed to effect the reverse stock split for their beneficial holders
holding the Common Stock in "street name." However, such banks, brokers or other
nominees may have different procedures than registered stockholders for
processing the reverse stock split. Stockholders who hold their shares with such
a bank, broker or other nominee and who have any questions in this regard are
encouraged to contact their nominees.
PROCEDURE FOR EFFECTING REVERSE STOCK SPLIT
The Company will promptly file Articles of Amendment of the Articles of
Incorporation with the Secretary of State of the State of Indiana to amend its
existing Articles of Incorporation. The reverse stock split will become
effective as of February 15, 2013, which is referred to as the "effective date."
Beginning on the effective date, each certificate representing the
pre-reverse stock split shares will be deemed for all corporate purposes to
evidence ownership of post-reverse stock split shares. The text of the amended
Articles of Amendment is set forth in Appendix A to this Information Statement.
The text of the Articles of Amendment is subject to modification to include such
changes as may be required by the office of the Secretary of State of the State
of Indiana and as the Board of Directors deems necessary and advisable to effect
the reverse stock split.
CERTAIN RISK FACTORS ASSOCIATED WITH THE REVERSE STOCK SPLIT
Implementation of the reverse stock split entails various risks and
uncertainties, including, but not limited to, the following:
* There can be no assurance that the market price per share of the
Common Stock after the reverse stock split will remain unchanged or
increase in proportion to the reduction in the number of shares of the
Common Stock outstanding before the reverse stock split. Accordingly,
the total market capitalization of the Company after the reverse stock
split may be lower than the total market capitalization before the
reverse stock split.
* After the reverse stock split is effected, if the market price of the
Common Stock declines, the percentage decline may be greater than
would occur in the absence of a reverse stock split.
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* There can be no assurance that the reverse stock split will result in
a per share price that will attract institutional investors or
investment funds or that such share price will satisfy the investment
guidelines of institutional investors or investment funds. As a
result, the trading liquidity of the Common Stock may not necessarily
improve.
* The reduced number of shares that would be outstanding after the
reverse stock split could adversely affect the liquidity of the Common
Stock.
POTENTIAL ANTI-TAKEOVER EFFECT
Although the increased proportion of authorized but unissued shares to
issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that could dilute the stock ownership of a
person seeking to effect a change in the composition of the Board of Directors
or contemplating a tender offer or other transaction for the combination of the
Company with another company, the reverse stock split is not being undertaken in
response to any effort of which the Board of Directors is aware to accumulate
shares of the Common Stock or obtain control of the Company. Other than the
reverse stock split, the Board of Directors does not currently contemplate the
adoption of any other amendments to the Articles of Incorporation that could be
construed to affect the ability of third parties to take over or change the
control of the Company.
Release No. 34-15230 of the Staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any stockholder proposal
that may be used as an anti-takeover device. However, the purpose of the reverse
stock split is to raise the per share price of the Common Stock and to attract
potential institutional investors and not to construct or enable any
anti-takeover defense or mechanism on behalf of the Company. While it is
possible that management could use the additional shares to resist or frustrate
a third-party transaction providing an above-market premium that could be
favored by a majority of the independent stockholders, the Company has no intent
or plan to employ the resulting additional unissued authorized shares as an
anti-takeover device.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of the material federal income tax consequences
of the proposed reverse stock split. This discussion is based on the Internal
Revenue Code, the treasury regulations promulgated thereunder, judicial
opinions, published positions of the Internal Revenue Service and all other
applicable authorities as of the date of this document, all of which are subject
to change (possibly with retroactive effect). This discussion does not describe
all of the tax consequences that may be relevant to a holder in light of his
particular circumstances or to holders subject to special rules (such as dealers
in securities, financial institutions, insurance companies, tax-exempt
organizations, foreign individuals and entities and persons who acquired their
Common Stock as compensation). In addition, this summary is limited to
stockholders who hold their Common Stock as capital assets. This discussion also
does not address any tax consequences arising under the laws of any state, local
or foreign jurisdiction.
ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH A TAX
ADVISER TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR
OTHER TAX CONSEQUENCES TO SUCH STOCKHOLDER RELATED TO THE REVERSE STOCK SPLIT.
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Other than the issuance of one whole share of post-reverse stock split
Common Stock for fractional shares, no gain or loss should be recognized by a
stockholder upon such stockholder's exchange of pre-reverse stock split shares
for post-reverse stock split shares. The aggregate tax basis of the post-reverse
stock split shares received in the reverse stock split (including any fraction
of a post-reverse stock split share deemed to have been received) will be the
same as the stockholder's aggregate tax basis in the pre-reverse stock split
shares exchanged therefor. Stockholders who receive one whole share of
post-reverse stock split Common Stock may recognize gain or loss based on their
adjusted basis in the fractional share interests exchanged for such additional
whole share of Common Stock. However, the tax impact on any individual
stockholder would not be material. A stockholder's holding period for the
post-reverse stock split shares will include the period during which the
stockholder held the pre-reverse stock split shares surrendered in the reverse
stock split.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
Our current authorized capital, prior to the proposed increase in our
authorized capital stock, consists of 250,000,000 shares of Common Stock, par
value $.001 per share. As of January 8, 2013, there were 245,303,252 shares of
Common Stock issued and outstanding. There were no shares of Preferred Stock
authorized, issued or outstanding. Each share of Common Stock is entitled to one
(1) vote on all matters to come before a vote of the stockholders of the
Company.
VOTE REQUIRED FOR APPROVAL
Indiana Law and our bylaws permit the holders of a majority of the shares
of the outstanding Common Stock of our Company to approve and authorize actions
by written consent as if the action were undertaken at a duly constituted
meeting of the stockholders of the Company. On January 9, 2013, our Board of
Directors approved the corporate actions described in this Information Statement
and recommended that the proposed actions be presented to the stockholders for
approval. As of January 9, 2013, eight (8) holders of an aggregate of
125,680,620 shares of Common Stock, representing approximately 51.23% of the
total shares of Common Stock entitled to vote on the action set forth herein,
consented in writing without a meeting of stockholders.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership
of the Company's Common Stock as of January 8, 2013 with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. To the knowledge of the Company,
each stockholder listed below possesses sole voting and investment power with
respect to the shares indicated.
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Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
David M. Daniels 5,442,948 2.22%
120 Gibraltar Road, Suite 107
Horsham, PA 19044
Patricia S. Bathurst 332,600 Less than 1%
120 Gibraltar Road, Suite 107
Horsham, PA 19044
Steven Adelstein 21,000,000 8.56%
7076 Spyglass Avenue
Parkland, FL 33076
Tammy Shnider 34,850,000 14.21%
3764 Moon Bay Circle
Wellington, FL 33414
Elwood Ramos 20,200,000(1) 8.23%
45-455 Lehua St
Honokaa, HI 96727
All officers and directors
as a group (2 persons) 5,775,548 2.36%
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(1) Represents 20,000,000 shares held of record by Palekoki Ranch, and 200,000
shares held of record by Jack Ramos Ranch, Inc. over which Elwood Ramos has
sole dispositive and voting power.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time
since the beginning of the last fiscal year, nominee for election as a director
of the Company, nor associates of the foregoing persons, has any substantial
interest, direct or indirect, in proposed amendment to the Company's Articles of
Incorporation which differs from that of other stockholders of the Company. No
director of the Company opposes the proposed amendment of the Company's Articles
of Incorporation.
ADDITIONAL INFORMATION
Additional information may be obtained from National Health Partners, Inc.
and matters which have been filed with the Securities and Exchange Commission
through its "Electronic Data Gathering, Analysis and Retrieval System" or
"EDGAR" may be viewed online or at the offices of the U.S. Securities and
Exchange Commission at 100 F Street N.E., Washington, DC 20549-2736.
Dated: January 26, 2013
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APPENDIX A
Excerpt from Articles of Amendment
to
Articles of Incorporation
of
National Health Partners, Inc.
"Article III
The total number of shares of capital stock which the Corporation shall have
authority to issue is Five Hundred Five Million (505,000,000), of which Five
Hundred Million (500,000,000) shares shall be Common Stock, $.001 par value per
share, and Five Million (5,000,000) shares shall be Preferred Stock, $.001 par
value.
The 245,303,252 outstanding shares of the Corporation's Common Stock outstanding
on the effective date of this amendment shall be reverse split on the basis of
one (1) share for every one hundred (100) shares, resulting in 2,453,032.52
shares being outstanding. Fractional shares resulting from this reverse stock
split shall be rounded up to the next one whole share."
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