UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
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
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] 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.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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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.
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STEVIA CORP.
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SUPPLEMENT TO THE PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 9, 2015
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January 29, 2015
These Definitive Additional Materials amend and supplement the definitive
proxy statement dated January 21, 2015 (the "Definitive Proxy Statement") of
Stevia Corp. (the "Company"), initially mailed to shareholders of the Company on
or about January 23, 2015, for a special meeting of shareholders of the Company
to be held on February 9, 2015 at 8:00 a.m. local time, at 7117 US 31 S,
Indianapolis, IN 46227 for the following purposes:
1. To approve a proposed amendment to our Articles of Incorporation to
increase the authorized number of shares of common stock available for issuance
from 250,000,000 to 750,000,000 shares of common stock, par value $0.001 per
share.
2. To transact such other business as may properly come before the special
meeting or any adjournment thereof.
On January 26, 2015, the Company issued a press release announcing an
investor update conference call to be held on January 29, 2015 at 4:30 p.m. EST.
A transcript of the Company's presentation from the investor update conference
call is attached below. Additionally, an archive of the investor call, along
with questions and answers from the call have been posted at
http://www.steviacorp.com.
If any shareholders have not already submitted a proxy for use at the
special meeting, they are urged to do so promptly. No action in connection with
this supplement is required by any shareholder who has previously delivered a
proxy and who does not wish to revoke or change that proxy.
The information contained herein speaks only as of January 29, 2015 unless
the information specifically indicates that another date applies.
TRANSCRIPT OF THE COMPANY PRESENTATION AT THE
JANUARY 29, 2015 STEVIA CORP. INVESTOR UPDATE CONFERENCE CALL
KEN MACIORA:
Good afternoon, everyone, and thank you for joining the Stevia Corp. Investor
Update Conference Call.
We would like to take this opportunity to welcome all our shareholders. To all
other interested parties, we hope you find this call interesting and
informative.
With us today from management is George Blankenbaker, President of Stevia Corp.
Before we begin, I would like to remind you that today's webcast and call will
be archived on the company's website at www.steviacorp.com. Hopefully, everyone
saw the press release we issued on January 26, 2015. In that press release, it
encouraged shareholders to email questions to questions@steviacorp.com. That
email will continue to be open to receive questions for the duration of today's
call. Once again, the email address is questions@steviacorp.com.
Before Mr. Blankenbaker provides the current update, I also need to provide the
following Notice Regarding Forward-Looking Statements:
Portions of today's call will contain forward-looking statements as defined by
federal law, including the Private Securities Litigation Reform Act of 1995.
Statements made during this call, which are not purely historical, are
forward-looking statements and include any statements regarding beliefs, plans,
expectations or intentions regarding the future. Actual results could differ
from those projected in any forward-looking statements due to numerous factors.
Such factors include, among others, the inherent uncertainties associated with
new projects and development stage companies. These forward-looking statements
are made as of the date of this call, and the Company assumes no obligation to
update the forward-looking statements, or to update the reasons why actual
results could differ from those projected in the forward-looking statements.
Although the Company believes that any beliefs, plans, expectations and
intentions contained in this call are reasonable, there can be no assurance that
any such beliefs, plans, expectations or intentions will prove to be accurate.
Investors should consult all of the information contained in this call and
should also refer to the risk factors disclosure outlined in our annual report
on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q
and other periodic reports filed from time-to-time with the Securities and
Exchange Commission, all of which could have a material impact on our financial
performance and prospects. This presentation shall not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities of the Company, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. This is presented as a source of information and not an investment
recommendation.
With that introduction, I'd now like to turn over the call to Mr. Blankenbaker.
Go ahead please, Sir.
GEORGE:
Thank you Ken and welcome to all of our shareholders. It is my goal for this
call to be informative and to answer as many questions as we can in the time
allotted. I am going to start by providing an overview of where the company has
been, where it is now, and where we see it going over the next year. After my
overview, James DeRosa will read your questions and I will respond to them.
I think it is important for everyone to first understand the history of the
Company and how that ties into our current direction going forward. I lived in
Asia fourteen years and in 2002 began working with the Food Veterinary Authority
of Singapore (AVA) to provide strategically important food supplies to Singapore
- consisting of both agriculture and aquaculture operations. In 2008 certain
stevia extracts achieved GRAS status (Generally Recognized As Safe) by the US
and I was approached to grow stevia for PureCircle who is the exclusive supplier
to PepsiCo.
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In 2011 we undertook a reverse merger into a US public shell company placing the
stevia assets into the public company in return for shares and renamed it Stevia
Corp. Although the headquarters was in the US, the operations remained in Asia.
To keep overhead low, Stevia Corp located the corporate headquarters in an
office in Indianapolis where I own the office property and Stevia Corp is
charged a flat rate of $500 per month for the office space including all
facilities which was accrued until Dec 31, 2013 and exchanged for shares and
with subsequent billings also being accrued. Also during that period I had
financially supported the company with nearly a million dollars of accounts
owing to me or affiliated companies, which monies were also converted into
shares. I have also never received any cash compensation from the company for my
executive services as President or Director and my only form of compensation has
been shares. So it is important to know that as the largest shareholder with
substantial investment into the company, I am very much aligned with the
shareholders when it comes to maximizing shareholder value and limiting
unnecessary dilution.
For the Asia operations, Stevia Corp leveraged the infrastructure that has been
built since I first moved there in 1989 and has again incurred minimal expenses
for administrative and office overhead. Our focus has been on using the
available cash to grow the business and achieve our growth targets.
Stevia Corp's DNA is that of a farm management company and our initial focus was
on the agronomics of the stevia plant from plant breeding to post harvest
techniques which includes the extraction technologies that are used to capture
the high value compounds produced by any plant and making use of those compounds
in value added products. That has been the foundation of our business plan and
that focus has not changed. The Company's first product was stevia leaf and
while growing leaf is important, it remains a commodity product and our focus
has been to create value added products from the extracts.
Most people think of stevia only as a sweetener and don't realize it is a
medicinal herb and has been used as a medicinal herb in South America for
centuries where it is native and that it is also classified as a medicinal herb
in China where most of the commercial stevia is currently grown. There have been
many research studies done by Japanese, Chinese and Korean institutes confirming
stevia's health properties for chicken's, pigs and cows and as fertilizer for
plants. In July 2012, we obtained the rights to product formulations that
combine stevia extracts with an existing probiotic and enzyme product line,
which is produced by our technology partner, Tech-New Bio-Technology. We then
obtained various government approvals so that we could carry out tests for
agriculture and aquaculture use and determined that aquaculture would provide
the greatest economic value. Stevia has the additional advantage of being a feed
attractant for the fish and internal tests indicated that we could achieve
higher survivability, faster growth, lower food conversion ratio, and higher
yield in a shorter period resulting in an economic advantage after you take into
account the additional cost of the feed additives. We are now in the process of
commercializing our stevia feed formulations and believe this is the area we
will maximize shareholder value from stevia production.
We are approaching hemp in a similar manner. The seeds and fiber are important
commodities, but we believe the greatest long-term value lies with the
cannabinoids. And just like stevia, we intend to use our core competencies to
identify the compounds we need the plant to produce, breed the plants for that
purpose, extract the compounds, and apply them to a value added product. The
only issue with this approach is that it is not yet legal for a US company to
grow hemp so we are first focusing on the IP related to the commercialization of
the cannabinoids and have so far filed four provisional patents.
But while we believe the long-term shareholder value will be created from
commercializing various plant extracts and related IP, we cannot neglect the
core business, which is farm management. We currently manage farms in Vietnam,
Indonesia, Thailand and China with our administrative office centered in
Singapore. At the farm management level we grow a variety of crops ranging from
stevia to chili and we have successfully met our benchmark goals each year
starting from test fields in 2012 to over 1,000 tons in 2013, over 2,000 tons in
2014 and are projecting over 3,000 tons in 2015. We have built credibility in
the region and are now being approached by groups in the Philippines, Laos,
Cambodia, international NGO's and others to help manage their operations. Moving
forward our focus will be less on expanding our own acreage, which is capital
intensive, and more on supporting third party operations and down stream
value-add opportunities.
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As part of the down-stream approach, we are currently in discussions with one of
our customers to establish a joint factory in Vietnam to process dehydrated
vegetables to supply one of the largest food conglomerates in Korea. The
dehydrated vegetables are used as seasoning for products such as ramen noodles.
Because costs are increasing in China, they are moving their operation to
Vietnam this year and want to partner with an established company.
We are also working with our aquaculture advisor, Andrew Kaelin, to establish
commercial production of seafood in South America this year utilizing our
protocol to supply major chains such as the Darden Restaurants Group, Red
Lobster and major buyers in Europe.
It is important that I emphasize that there is a high risk that these
opportunities won't materialize and as a development company there will be many
things that we will aim for and fail to reach. However, I also believe it is
important that the shareholders understand the types of opportunities that
management is evaluating and why management believes it is important that the
Company increase its authorized shares such that management has the flexibility
to consider such opportunities and propose a structure that is most favorable to
the Company and maximize shareholder value.
I believe most of you are aware that the Company filed a Schedule 14A Proxy
Statement with the US Securities and Exchange Commission on January 21, 2015 for
a special meeting of stockholders to be held at 8:00 AM EST on February 9, 2015
at our corporate headquarters to vote on increasing the authorized number of
shares of common stock available for issuance from 250,000,000 to 750,000,000
shares.
This brings up two questions. Why does management believe it is in the best
interest of the company to increase the authorized shares? And why increase by
so much?
As of January 2, 2015 there were 198,239,385 shares of common stock issued and
outstanding. Based on current financings as filed with the US Securities and
Exchange Commission, the Company is required to reserve shares for potential
future conversions and the total issued shares plus required reserve shares
exceeds the current authorized shares. Keep in mind that the amount of shares
that the Company is required to reserve is well more than the actual shares that
would be issued if the conversion was done at current market prices. The excess
shares the company is required to reserve is to protect the investor in case of
future falling share prices.
But why increase the authorized shares by so much?
Having authorized shares doesn't necessarily mean that the Company will issue
the shares and it doesn't cost more to authorize 750 million than 500 million
shares, but it does cost a substantial amount of time and money each time that
the Company needs to file a Proxy Statement. Management believes it is better to
have and not need than to need and not have and this will provide the greatest
flexibility to consider future potential business opportunities and propose a
structure that is most favorable to the Company.
Over all we continue to grow our core business as we focus on commercializing
our IP and I believe the market will be pleased with our developments in 2015.
At this point I would like to open it up to e-mail questions and have James
DeRosa read the questions and I will respond.
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