UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
STEVIA CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number 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 on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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 of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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STEVIA CORP.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 15, 2013
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A Special Meeting of Shareholders of Stevia Corp., a Nevada corporation,
will be held at 8:00 a.m., local time, on November 15, 2013, at 3815 River
Crossing Parkway, Suite 100, Indianapolis, Indiana 46240 for the following
purposes:
1. To approve a proposed amendment to our Articles of Incorporation to
increase the authorized number of shares available for issuance from 100,000,000
to 250,000,000 shares of common stock, par value $0.001 per share ("Common
Stock").
2. To transact such other business as may properly come before the special
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only shareholders of record at the close of business on October 7, 2013 are
entitled to notice of and to vote at the special meeting or any postponement or
adjustment thereof.
All shareholders are cordially invited to attend the meeting and vote in
person. To assure your representation at the meeting, however, we urge you to
vote by proxy as promptly as possible by mail by following the instructions on
the proxy card. You may vote in person at the meeting even if you have
previously returned a proxy. A copy of this Notice and the Proxy Statement are
available at www.proxyvote.com.
Sincerely,
/s/ George Blankenbaker
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GEORGE BLANKENBAKER
President
Indianapolis, Indiana
October 22, 2013
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. ANY PROXY
GIVEN BY YOU MAY BE REVOKED BY WRITTEN NOTIFICATION TO THE COMPANY'S SECRETARY,
BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE
SPECIAL MEETING IN PERSON AND VOTING BY BALLOT.
TABLE OF CONTENTS
Page
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PROXY STATEMENT: VOTING AND OTHER MATTERS.................................. 1
PROPOSAL ONE: TO AMEND AND RESTATE THE COMPANY'S ARTICLES OF
INCORPORATION ............................................................. 3
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND OFFICERS...... 4
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS.............................. 5
OTHER MATTERS.............................................................. 5
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION................................ 5
ATTACHMENT A: CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION
STEVIA CORP.
7117 US 31 South
Indianapolis, Indiana 46227
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PROXY STATEMENT
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VOTING AND OTHER MATTERS
GENERAL
The accompanying proxy is solicited on behalf of Stevia Corp., a Nevada
corporation ("we," "our," "us," or the "Company"), by our Board of Directors
(the "Board") for use at our Special Meeting of Shareholders to be held at 8:00
a.m. local time on November 15, 2013, or at any adjournment thereof, for the
purposes set forth in this proxy statement and in the accompanying notice. The
meeting will be held at 3815 River Crossing Parkway, Suite 100, Indianapolis,
Indiana 46240.
These proxy solicitation materials were first distributed on or about
October 22, 2013 to all shareholders entitled to vote at the meeting. As used in
this Proxy Statement, the terms "we," "us," "our," or the "Company" refer to
Stevia Corp.
VOTING SECURITIES AND VOTING RIGHTS
Our authorized capital stock consists of 100,000,000 shares of common stock
at a par value of $0.001 per share. Holders of common stock are entitled to one
vote per share. They are not entitled to cumulative voting rights.
Shareholders of record at the close of business on October 7, 2013 are
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. On the record date, there were issued and outstanding
78,195,634 shares of our common stock, par value $0.001 per share. Each holder
of common stock voting at the meeting, either in person or by proxy, may cast
one vote per share of common stock held on all matters to be voted on at the
meeting.
The presence, in person or by proxy, of the holders of a majority of the
total number of shares entitled to vote constitutes a quorum for the transaction
of business at the meeting. Assuming that a quorum is present, the affirmative
vote of a majority of the shares of our common stock represented at the special
meeting and entitled to vote on the subject matter is required to approve
amending our Articles of Incorporation.
Votes cast by proxy or in person at the meeting will be tabulated by the
election inspector appointed for the meeting who will determine whether a quorum
is present. The election inspector will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the shareholders for a vote. If you are the beneficial owner of
shares held by a broker or other custodian, you may instruct your broker how you
would like your shares voted. If you wish to vote the shares you own
beneficially at the meeting, you must first request and obtain a "legal proxy"
from your broker or other custodian. If you choose not to provide instructions
or a legal proxy, your shares are referred to as "uninstructed shares."
Uninstructed shares will be considered as present but not entitled to vote with
respect to that matter.
VOTING OF PROXIES
When a proxy is properly executed and returned, the shares it represents
will be voted at the meeting as directed. If no specification is indicated, the
shares will be voted (1) to approve an amendment to our Articles of
Incorporation to authorize 250,000,000 shares of common stock, par value $0.001
per share, and (2) as the persons specified in the proxy deem advisable on any
such other matters as may come before the special meeting.
1
You may vote your shares using any of the following methods:
1. YOU MAY VOTE BY MAIL. Mark, sign and date the accompanying proxy card
and return it in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
2. YOU MAY VOTE BY TELEPHONE. By dialing 1-800-690-6903. Use any touch-tone
telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
3. YOU MAY VOTE BY INTERNET. By going to www.proxyvote.com. Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic
voting instruction form.
4. YOU MAY VOTE IN PERSON AT THE MEETING. If you are a registered
stockholder and attend the meeting, you may deliver your completed proxy card in
person. Additionally, we will pass out ballots to registered stockholders who
wish to vote in person at the meeting. If you are a beneficial owner of shares
held in street name who wishes to vote at the meeting, you will need to obtain a
legal proxy from your bank or broker, bring it with you to the meeting, and hand
it in with a signed ballot that will be provided to you at the meeting.
Beneficial owners will not able to vote their shares at the meeting without a
legal proxy.
REVOCABILITY OF PROXIES
Any person giving a proxy may revoke the proxy at any time before its
use by delivering a written notice of revocation or a duly executed proxy
bearing a later date or a later-dated vote by telephone or on the Internet or by
attending the meeting and voting in person. The written notice of revocation or
duly executed proxy bearing a later date should be addressed to the Company's
Secretary.
SOLICITATION
This proxy is solicited on behalf of our Board. We will pay for this
solicitation. In addition, we may reimburse brokerage firms and other persons
representing beneficial owners of shares for expenses incurred in forwarding
solicitation materials to such beneficial owners. Proxies also may be solicited
by certain of our directors and officers, personally or by telephone or e-mail,
without additional compensation.
ANNUAL REPORT AND OTHER MATTERS
Our Annual Report on Form 10-K for the fiscal year ended March 31, 2013,
which was made available to shareholders preceding this proxy statement on the
website of the Securities and Exchange Commission, or SEC, located at
WWW.SEC.GOV, contains financial and other information about our company, but is
not incorporated into this proxy statement and is not to be considered a part of
these proxy soliciting materials or subject to Regulations 14A or 14C or to the
liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
WE WILL PROVIDE, WITHOUT CHARGE, A PRINTED COPY OF OUR ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2013 AS FILED WITH THE SEC TO EACH
SHAREHOLDER OF RECORD AS OF THE RECORD DATE THAT REQUESTS A COPY IN WRITING. ANY
EXHIBITS LISTED IN THE FORM 10-K REPORT ALSO WILL BE FURNISHED UPON REQUEST AT
THE ACTUAL EXPENSE INCURRED BY US IN FURNISHING SUCH EXHIBITS. ANY SUCH REQUESTS
SHOULD BE DIRECTED TO OUR COMPANY'S SECRETARY AT OUR EXECUTIVE OFFICES SET FORTH
IN THIS PROXY STATEMENT.
2
PROPOSAL ONE
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE TOTAL AUTHORIZED NUMBER OF SHARES
TO 250,000,000 SHARES OF COMMON STOCK
On October 10, 2013, the Company's Board of Directors approved, subject to
receiving shareholder approval, an amendment to the Company's Articles of
Incorporation to increase the authorized number of shares from 100,000,000 to
250,000,000 shares of common stock, par value $0.001. A copy of the amendment is
enclosed herein as Appendix A to this proxy statement.
The Board of Directors believes that it is in our Company's best interests
to increase the number of authorized shares of common stock in order to have
additional authorized but unissued shares available for issuance to meet
business needs as they arise. We currently have only 21,804,366 shares of
authorized but unissued shares of common stock. The Board of Directors believes
that the availability of additional shares will provide our Company with the
flexibility to issue common stock for possible future financings, stock
dividends or distributions, acquisitions, stock option plans, and other proper
corporate purposes that may be identified in the future by the Board of
Directors, without the possible expense and delay of a special stockholders'
meeting. The issuance of additional shares of common stock may have a dilutive
effect on earnings per share and, for stockholders who do not purchase
additional shares to maintain their pro rata interest in our Company, on such
stockholders' percentage voting power.
The authorized shares of common stock in excess of those issued will be
available for issuance at such times and for such corporate purposes as the
Board of Directors may deem advisable, without further action by our
stockholders, except as may be required by applicable law or by the rules of any
stock exchange or national securities association trading system on which the
securities may be listed or traded. Upon issuance, such shares will have the
same rights as the outstanding shares of common stock. Holders of common stock
have no preemptive rights. The availability of additional shares of common stock
is particularly important in the event that the Board of Directors determines to
undertake any actions on an expedited basis and thus to avoid the time, expense
and delay of seeking stockholder approval in connection with any potential
issuance of common stock of which we have none contemplated at this time other
than as described herein.
We have no arrangements, agreements, understandings, or plans at the
current time for the issuance or use of the additional shares of common stock
proposed to be authorized. The Board of Directors does not intend to issue any
common stock except on terms which the Board of Directors deems to be in the
best interests of our Company and its then existing stockholders.
The increase in the authorized number of shares of common stock could have
possible anti-takeover effects. These authorized but unissued shares could
(within the limits imposed by applicable law) be issued in one or more
transactions that could make a change of control of the Company more difficult,
and therefore more unlikely. The additional authorized shares could be used to
discourage persons from attempting to gain control of the Company by diluting
the voting power of shares then outstanding or increasing the voting power of
persons that would support the Board of Directors in a potential takeover
situation, including by preventing or delaying a proposed business combination
that is opposed by the Board of Directors although perceived to be desirable by
some stockholders. The Board of Directors does not have any current knowledge of
any effort by any third party to accumulate our securities or obtain control of
the Company by means of a merger, tender offer, solicitation in opposition to
management or otherwise.
NO DISSENTER'S RIGHTS
Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to the amendment and restatement of our Articles of
Incorporation, and we will not independently provide our shareholders with any
such right.
3
OTHER INFORMATION
No person who currently is or was a director or executive officer of the
Company in the year ended March 31, 2013 or who is a nominee for director at the
meeting, or any associate of theirs, has any substantial interest in this
proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVAL
OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND OFFICERS
The Company has only one class of stock outstanding, its common stock. The
table below sets forth the number and percentage of shares of our common stock
owned as of October 7, 2013, the record date, by the following persons: (i)
shareholders known to us who own 5% or more of our outstanding shares, (ii) each
of our officers and directors, and (iii) our officers and directors as a group.
Unless otherwise indicated, each of the shareholders has sole voting and
investment power with respect to the shares beneficially owned.
Name and Address Amount and Nature Percentage
of Beneficial Owner(2) of Beneficial Ownership of Class(1)
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George Blankenbaker 12,500,000(3) 15.99%
President, Secretary, Treasurer,
and Director
6451 Buck Creek Pkwy
Indianapolis, IN 46227
Rodney L. Cook 1,500,000 1.92%
Director
1720 Medallion Loop NW
Olympia, WA 98502
Pablo Erat 1,500,000 1.92%
Director
Ludretikonerstrasse 53
880 Thalwil
Switzerland
All Officers and Directors
as a Group 15,500,000 19.82%
5% Holders
N/A
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(1) Based on 78,195,634 shares of our common stock outstanding as of October 7,
2013.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. Pursuant to the
rules of the SEC, shares of common stock which an individual or group has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purpose of computing the
percentage ownership of such individual or group, but are not deemed to be
beneficially owned and outstanding for the purpose of computing the
percentage ownership of any other person shown in the table.
(3) Mr. Blakenbaker is the beneficial owner of 12,500,000 shares of common
stock. Mr. Blakenbaker owns 12,000,000 shares of common stock directly and
500,000 shares of common stock are owned by Growers Synergy Pte Ltd.
("Growers Synergy"). Mr. Blankenbaker is the managing director of Growers
Synergy. Growers Fresh Pte Ltd ("Growers Fresh) owns a 51% interest in
Growers Synergy and the Reporting Person controls a 49% interest in Growers
4
Fresh. Mr. Blankenbaker may be deemed to be the indirect beneficial owner
of the shares held by Growers Synergy under Rule 13d-3(a) promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act"). However, pursuant
to Rule 13d-4 promulgated under the Exchange Act, Mr. Blankenbaker
disclaims that he is a beneficial owner of such shares, except to the
extent of his pecuniary interest herein.
CHANGES IN CONTROL
There are no existing arrangements that may result in a change in control
of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The company has no active equity compensation plans and there are currently
no outstanding options from prior plans.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Shareholder proposals that are intended to be presented by shareholders at
the special meeting of shareholders must be received by us within the time
periods described below in order to be included in the proxy statement and form
of proxy relating to such meeting. Under rules prescribed by the SEC,
shareholders must follow certain procedures to introduce an item of business at
a special meeting of shareholders. In general, to be timely under these rules,
notice of such business related to this special meeting of shareholders must
comply with the requirements in our bylaws and must be received by us at a
reasonable time before we begin to print and mail our proxy materials. We
anticipate mailing definitive proxy materials to shareholders on or about
October 22, 2013.
Pursuant to Rule 14a-4 under the Exchange Act, we intend to retain
discretionary authority to vote proxies with respect to shareholder proposals
for which the proponent does not seek inclusion of the proposed matter in our
proxy statement for this special meeting, except in circumstances where (i) we
receive reasonable notice of the proposed matter, and (ii) the proponent
complies with the other requirements set forth in Rule 14a-4.
OTHER MATTERS
We know of no other matters to be submitted at the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy card to vote the shares they represent as the Board
of Directors may recommend.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly, current and other reports and other information
with the SEC. Certain of our SEC filings are available over the Internet at the
SEC's web site at WWW.SEC.GOV. You may also read and copy any document we file
with the SEC at its public reference room by writing to the Public Reference
Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Callers in the United States can also call 1-800-SEC-0330 for further
information on the operations of the public reference facilities.
Dated: October 22, 2013
5
ATTACHMENT A
CERTIFICATE OF AMENDMENT
ROSS MILLER
Secretary of State
206 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
ABOVE SPACE IS FOR OFFICE USE ONLY
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:
Stevia Corp.
2. The articles have been amended as follows: (provide article numbers, if
available)
3. Shares. The total number of authorized shares which the corporation is
authorized to issue is Two Hundred Fifty Million (250,000,000) shares
of common stock having a par value of $0.001 per share.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise a 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:
4. Effective date and time of filing: (optional) Date: Time:
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
X
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SIGNATURE OF OFFICER
* 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 to
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
6
[STEVIA PROXY CARD ATTACHED]
VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to transmit your voting
instructions and for electronic delivery
of information up until 11:59 P.M.
STEVIA CORP Eastern Time the day before the cut-off
7117 US 31 SOUTH date or meeting date. Have your proxy
INDIANAPOLIS, IN 46227 card in hand when you access the web
site and follow the instructions to
obtain your records and to create an
electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit
your voting instructions up until 11:59
P.M. Eastern Time the day before the
cut-off date or meeting date. Have your
proxy card in hand when you call and
then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the postage-paid envelope
we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THE BOARD OF DIRECTORS RECOMMENDS YOU FOR AGAINST ABSTAIN
VOTE FOR THE FOLLOWING PROPOSAL: [ ] [ ] [ ]
1 To amend our Articles of Incorporation to increase our authorized shares of
Common Stock.
NOTE: Such other business as may properly come before the meeting or any
adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership name,
by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL
MEETING: The Notice & Proxy Statement is/are available at www.proxyvote.com.
STEVIA CORP
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2013 8:00 AM
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The shareholder(s) hereby appoint(s) George Blankenbaker, as proxies, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side of this ballot, all of the shares of
Common stock of STEVIA CORP that the shareholder(s) is/are entitled to vote at
the Special Meeting of shareholder(s) to be held at 08:00 AM, EST on 11/15/2013,
at 3815 River Crossing Parkway, Suite 100, Indianapolis, Indiana 46240, and any
adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE