SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
Stevia Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
86031P106
(CUSIP Number)
George S. Blankenbaker Jr.
c/o Stevia Corp.
7117 US 31 S
Indianapolis, IN 46227
(888) 250-2566
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Mark C. Lee, Esq.
Greenberg Traurig, LLP
1201 K Street, Suite 1100
Sacramento, California 95814
February 26, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 86031P106 Page 2 of 6 Pages
------------------- -----------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George S. Blankenbaker Jr.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
36,244,682 (1)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 36,244,682 (1)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,744,682
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.55% (2)
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
----------
1. Includes 500,000 shares and 3,000,000 shares issued to Growers Synergy Pte
Ltd. on July 5, 2012 and February 26, 2014, respectively. See Item 3.
2. Based on 118,845,923, shares outstanding on March 7, 2014 including
restricted stock subject to vesting in the next sixty days.
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 86031P106 Page 3 of 6 Pages
------------------- -----------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission
(the "SEC") on June 29, 2011 (the "Original Schedule 13D") and the Amendment No.
1 to the Original Schedule 13D, filed with the SEC on October 19, 2012
("Amendment No. 1" and together with the Original Schedule 13D and this
Amendment No. 2, the "Schedule 13D") relating to the shares of common stock,
$0.001 par value (the "Common Stock"), of Stevia Corp. (the "Issuer"). The
principal executive offices of the Issuer are located at 7117 US 31 S,
Indianapolis, IN 46227. Except as amended and supplemented hereby, the Schedule
13D remains in full force and effect.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 2 to Schedule 13D is being filed by George S.
Blankenbaker Jr. (the "Reporting Person").
(b) The business address of the Reporting Person is c/o Stevia Corp., 7117
US 31 S, Indianapolis, IN 46227.
(c) The Reporting Person is the President, Secretary, and Treasurer and a
director of the Issuer. The address of the Issuer is 7117 US 31 S, Indianapolis,
IN 46227.
(d) During the last five years the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years the Reporting Person was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(f) The Reporting Person is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person is the Managing Director of Growers Synergy Pte Ltd.
("Growers Synergy"), a Singapore corporation. Growers Fresh Pte Ltd. ("Growers
Fresh") owns a 51% interest in Growers Synergy and the Reporting Person controls
a 49% interest in Growers Fresh. On February 26, 2014, the Issuer issued
3,000,000 shares of restricted stock (the "Restricted Stock") to Growers Synergy
in consideration for services rendered pursuant to a Restricted Stock Agreement
dated February 26, 2014 between the Issuer and Growers Synergy (the "Growers
Agreement"). The Reporting Person disclaims beneficial ownership of the
Restricted Stock, except to the extent of his pecuniary interest therein.
The Reporting Person owns a 65% interest in Blankenbaker Ventures (Asia)
Pte. Ltd. ("BV Asia"), a Singapore corporation. On February 26, 2014, the Issuer
issued 20,000,000 shares of Restricted Stock to the Reporting Person pursuant to
a Restricted Stock Award Agreement dated February 26, 2014 by and between the
Issuer and the Reporting Person for services rendered by the Reporting Person
(the "Blankenbaker Agreement"). The Reporting Person directed the shares of
Restricted Stock to be issued to BV Asia. The Restricted Stock is subject to
vesting restrictions. 4,000,000 of the shares vested on February 26, 2014 and
the remaining shares vest ratably each February 26th.
On February 26, 2014, the Issuer issued 16,744,682 shares of Common Stock
to BV Asia pursuant to a Debt Conversion Agreement dated February 26, 2014 by
and between the Issuer, the Reporting Person, and certain of the Reporting
Person's affiliated entities (the "Debt Conversion Agreement"). Pursuant to the
Debt Conversion Agreement, the shares of Common Stock were issued to BV Asia.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person discloses that Growers Synergy, a company for which he
is the Managing Director, received the Restricted Stock in consideration for
services rendered under the Growers Agreement.
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 86031P106 Page 4 of 6 Pages
------------------- -----------------
The Reporting Person discloses that BV Asia, a company for which he owns a
65% interest, received the Restricted Stock in consideration for services
rendered by the Reporting Person under the Blankenbaker Agreement.
The Reporting Person discloses that BV Asia, a company for which he owns a
65% interest, received the Common Stock pursuant to the Debt Conversion
Agreement.
Subject to on going evaluation, except as set forth above, the Reporting
Person has no current plans or proposals which relate to or would result in any
of the following:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 12,000,000 shares of Common
Stock directly, and 24,244,682 shares of Common Stock indirectly through his
relationships with Growers Synergy and BV Asia, which together represent
approximately 27.55% of the outstanding shares of Common Stock.
(b) The Reporting Person has the sole power to vote and sole power to
dispose of 36,244,682 shares of Common Stock, which represent approximately
27.55% of the outstanding shares of Common Stock.
(c) No transactions in the Issuer's Common Stock were effected during the
past 60 days by the Reporting Person except as set forth in Item 3 above.
(d) Not applicable.
(e) Not applicable.
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 86031P106 Page 5 of 6 Pages
------------------- -----------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Reference is made to the transaction stated in Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 86031P106 Page 6 of 6 Pages
------------------- -----------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Dated: March 11, 2014
/s/ George S. Blankenbaker Jr.
---------------------------------------
George S. Blankenbaker Jr.