SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|_| Definitive Information Statement
DOMAIN REGISTRATION, CORP.
(Name of Registrant as Specified in its Charter)
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|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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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.
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee as
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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DOMAIN REGISTRATION, CORP.
New Agriculture Development Park
Daquan Village, Tonghua County, Jilin Province, P.R. China 134115
INFORMATION STATEMENT
(Dated June ____, 2009)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE "ACTIONS", DEFINED BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
SHAREHOLDERS WHO OWN A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF
DOMAIN REGISTRATION, CORP. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT
NECESSARY.
GENERAL
This Information Statement is being furnished on or about the date first
set forth above to holders of record as of the close of business on June 4, 2009
(the "Record Date") of the common stock, par value $.001 per share ("Common
Stock"), of DOMAIN REGISTRATION, CORP., a Nevada corporation ("we, "our" or the
"Company"), in connection with the following amendments to our Articles of
Incorporation and By-laws (collectively, the "Actions"):
1. To amend Article FIRST of our Articles of Incorporation to change
our corporate name to BioPharm Asia, Inc.;
2. To amend Article FOURTH of our Articles of Incorporation to
authorize the issuance of 20,000,000 shares of preferred stock; and
3. To Article FOURTH of our Articles of Incorporation to increase the
number of authorized shares of common stock from 50,000,000 to
150,000,000.
4. To amend Article II, Section 3 of our By-laws to provide that the
number of Directors constituting the entire Board of Directors shall
consist of not less than three (3) nor more than nine (9) persons,
as fixed from time to time by resolution of the Board of Directors.
Our Board of Directors adopted these amendments to our Articles of Incorporation
and By-laws by unanimous written consent in lieu of a meeting dated June 4,
2009, and stockholders holding an aggregate of 31,875,000 shares, representing
approximately 63.75% of our outstanding 50,000,000 shares of common stock as of
the Record Date have approved these amendments by written consent in lieu of a
meeting of shareholders (the "Shareholder Consent"). The approval of these
amendments by a written consent in lieu of a meeting of shareholders signed by
holders of a majority of our outstanding shares of common stock is sufficient
under Section 78.320 of the Nevada Revised Statutes and our bylaws to approve
the Actions. Accordingly, no proxy of our shareholders will be solicited for a
vote on the Actions and this Information Statement is being furnished to
shareholders solely to provide them with certain information concerning the
Actions in accordance with the requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the regulations promulgated
thereunder, including particularly Regulation 14C. In accordance with Regulation
14C, the amendments to the Articles of Incorporation will not be effected prior
to the 21st day after this Information Statement is mailed to shareholders of
record as of the Record Date.
Acquisition of China Northern Pharmacy Holding Group Limited
On May 7, 2009, we acquired China Northern Pharmacy Holding Group Limited,
a British Virgin Islands corporation ("CNPH"), upon consummation of the merger
of our newly-formed wholly-owned subsidiary, DOMR Merger Sub, Inc. ("Merger
Sub"), with and into CNPH, with CNPH as the surviving corporation (the
"Merger"), pursuant to an Agreement and Plan of Merger dated April 30, 2009 by
and among the our company, Merger Sub, CNPH, Li Yang, Yanhua Han, Hong Lin,
Zuzhuan Xu, Chunrong Xiong, Giant Fortune Investment Management Limited,
Enhanced Way Investments Limited, Power Step Investments Limited, Talent Peak
Limited and Top Goal Technology Limited (the "Merger Agreement").
CNPH is a holding company that acquired all of the outstanding stock of
China Northern Pharmacy Holding Group Limited in Hong Kong ("CNPH HK") on
November 25, 2008. CNPH HK, a Hong Kong corporation, is a holding company that
acquired all of outstanding stock of Tonghua Huachen Herbal Planting Company
Limited ("HERB") and Tonghua Shengantang Medical & Pharmacy Company Limited
("PHARMACY") on November 21, 2008. Li Yang, Yanhua Han, Hong Lin, Zuzhuan Xu,
Chunrong Xiong, Giant Fortune Investment Management Limited, Enhanced Way
Investments Limited, Power Step Investments Limited, Talent Peak Limited and Top
Goal Technology Limited are CNPH's shareholders (the "CNPH Shareholders"). In
addition, Li Yang is the sole director of CNPH.
HERB is engaged in planting, processing and selling herbs in the People's
Republic of China (the "PRC" or "China"). HERB owns 100 percent of the equity
interests of Tonghua Huachen Pharmaceutical Company Limited ("Huachen"), a
large-scale high-tech manufacturing enterprise which is engaged in the
production and sale of herbal products. Huachen has a sales network covering 28
provinces and cities in the PRC and distributes products throughout the PRC.
PHARMACY is engaged in drug logistics and distribution in China through a
chain of pharmacy stores. PHARMACY owns 100 percent of the equity interests of
Yunnan Silin Pharmaceutical Company Limited ("SILIN"), which is engaged in the
wholesale distribution of medicine products, chemical agents, antibiotics,
biochemistry drugs and biological preparations to hospitals and pharmacy stores.
SILIN has a sales network that covers the entire Yunnan Province and Shanghai
and Zhejiang areas, and a distribution network for prepared Chinese medicines
that covers Northeast and Southwest China.
These companies were established or acquired by CNPH as part of CNPH's
strategy to build a nationwide pharmaceutical industry chain from planting and
manufacturing to retail and distribution in China.
Pursuant to the terms of the Merger Agreement, in exchange for their
shares in CNPH, the CNPH Shareholders received an aggregate of 42,500,000 shares
of our common stock, divided proportionally among the CNPH Shareholders in
accordance with their respective ownership interests in CNPH.
As contemplated by the Merger Agreement, our Board of Directors has
adopted, and holders of a majority of the outstanding shares of our common stock
by unanimous written consent in lieu of a meeting of shareholders have approved
amendments to our Articles of Incorporation, (i) changing its corporate name to
"BioPharm Asia Inc."; (ii) authorize the issuance of 20 million shares of
"blank-check" preferred stock with such voting powers, designations,
preferences, limitations, restrictions and relative rights as may be determined
by the Board of Directors of the Registrant from time to time in accordance with
the provisions of Chapter 78 of the Nevada Revised Statutes and (iii) increase
the authorized shares of the Registrant's common stock from 50 million to 150
million. The following holders of our common stock consented to these
amendments:
Number of Shares Percent of Outstanding
---------------- ----------------------
Yanhua Han, Chairman of our Board of Directors 14,875,000 29.75%
Giant Fortune Investment Management Limited 4,250,000 8.50%
Enhanced Way Investments Limited 4,250,000 8.50%
Power Step Investments Limited 4,250,000 8.50%
Talent Peak Limited 4,250,000 8.50%
Total 31,875,000 63.75%
We are mailing this Information Statement to shareholders of record as of
the Record Date in accordance with the requirements of Regulation 14C under the
Exchange Act and intend to effect these amendments to our Articles of
Incorporation by filing a Certificate of Amendment to the Articles of
Incorporation with the office of the Secretary of State of Nevada on the 21st
day after the mailing of this Information Statement to shareholders in
accordance with shareholder consent procedures under the Nevada Revised Statutes
and Regulation C under the Exchange Act.
Prior to our acquisition of CNPH, we were a "shell company" (as such term
is defined in Rule 12b-2 under the Exchange Act). As a result of the Merger,
CNPH became our wholly-owned subsidiary, with the CNPH Shareholders acquiring
approximately 85% of the outstanding shares of our common stock, effectively
obtaining operational and management control of our company. For more detailed
information concerning CNPH and its operating subsidiaries, see our Current
Report on Form 8-K filed with the SEC on May 8, 2009.
For accounting purposes, the Merger has been accounted for as a reverse
acquisition under the purchase method for business combinations, and accordingly
the transaction has been treated as a recapitalization of CNPH, with Merger Sub
as the acquirer. Consequently, the historical financial statements of CNPH are
now the historical financial statements of our company.
As a result of the Merger and subject to the filing of the Certificate of
Amendment effecting the amendments to our Articles of Incorporation discussed in
this Information Statement, including the amendment to change our corporate name
to BioPharm Asia Inc., our organizational structure is as follows:
BioPharm Asia Inc.
(currently, Domain Registration, Corp.)
|
| 100%
|
China Northern Pharmacy Holding Group Limited (BVI)
|
| 100%
|
China Northern Pharmacy Holding Group Limited in HK
|
| |
100% | | 100%
| |
Tonghua Huachen Herbal Planting Tonghua Shengantang Medical &
Company Limited Pharmacy Company Limited
| |
| |
100% | | 100%
| |
Tonghua Huachen Pharmaceutical Yunnan Silin Pharmaceutical
Company Limited Company Limited
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of May 15, 2009, the number of shares
of the Registrant's common stock beneficially owned after giving effect to the
Merger by (i) each person or entity known to the Registrant to be the beneficial
owner of more than 5% of the outstanding common stock; (ii) each director and
officer of the Registrant, and (iii) all officers and directors as a group.
Information relating to beneficial ownership of common stock by the Registrant's
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Each beneficial owner's percentage ownership
is determined by assuming that options or warrants that are held by such person
(but not those held by any other person) and which are exercisable within 60
days from the date of this report have been exercised. Except as noted below,
each person has sole voting and investment power. As of May 15, 2009, all 50
million shares of the authorized common stock of the Registrant were
outstanding.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Common Stock
- ------------------------------------ -------------------- ------------
Directors and Officers:
Yanhua Han (1) 14,875,000 29.75%
Yunlu Yin (1) None --
Ziqiang Guo (1) None --
All directors and executive officers
as a group (3 persons) 14.875,000 29.75%
Other Beneficial Owners of More than 5% of Outstanding Shares:
Giant Fortune Investment Management Limited 4,250,000 8.50%
Enhanced Way Investments Limited 4,250,000 8.50%
Power Step Investments Limited 4,250,000 8.50%
Talent Peak Limited 4,250,000 8.50%
- ----------
(1) The address for this shareholder is c/o: New Agriculture Development Park,
Unit - Tonghua Huachen Herbal Planting Co. Ltd, Daquan Village, Tonghua County,
Jilin Province, P.R. China 134100.
Change in Control
As a result of the Merger, Yanhua Han, Chairman of our Board of Directors
and one of the CNPH Shareholders, owns beneficially 14,875,000 shares,
representing approximately 29.75%, of our outstanding shares, of common stock,
and is our largest shareholder.
CORPORATE NAME CHANGE
Our Board of Directors has adopted, and holders of a majority of our
outstanding shares of common stock have approved, an amendment to Article FIRST
of our Articles of Incorporation changing our corporate name to "BioPharm Asia,
Inc." The Board believes that the name BioPharm Asia, Inc. is more descriptive
of the businesses conducted by the operating subsidiaries of CNPH.
AUTHORIZATION OF PREFERRED STOCK
Our Board of Directors has adopted, and holders of a majority of our
outstanding shares of common stock have approved, an amendment to Article FOURTH
of our Articles of Incorporation authorizing the issuance of 20,000,000 shares
of preferred stock, with such voting powers, designations, preferences,
limitations, restrictions and relative rights as may be determined by our Board
of Directors from time to time in accordance with the provisions of Chapter 78
of the Nevada Revised Statutes. Our existing Articles of Incorporation do not
authorize the issuance of shares of preferred stock.
Our Board of Directors believes that it is in the best interests of our
company and its shareholders for it to have the ability to issue shares of
preferred stock in connection with acquisitions of businesses and financings and
complete flexibility to determine the terms of each series of preferred stock as
the same may be negotiated with the parties to those transactions without the
need for further shareholder approval so that those transactions can be
completed expeditiously.
The amendment authorizing the issuance of shares of preferred stock grants
the Board authority, without further action by our stockholders, to designate
and issue preferred stock in one or more series and to designate certain rights,
preferences and restrictions of each series, any or all of which may be greater
than the rights of the common stock. It is not possible to state the actual
effect of the issuance of any preferred stock upon the rights of holders of our
common stock until the Board determines the specific rights of the holders of
such preferred stock. The effects might include restricting dividends on the
common stock, diluting the voting power of the common stock, impairing the
liquidation rights of our common stock and delaying or preventing a change in
control of our company without further action by our stockholders. Any future
issuance of our common stock will be subject to the rights of holders of
outstanding shares of preferred stock that we may issue in the future. Subject
to applicable laws or regulations, preferred stock may be designated and issued
from time to time without action by our stockholders to such persons and for
such consideration and on such terms as the Board determines.
Although the amendment to authorize the issuance of preferred stock may be
construed as having an anti-takeover effect, because shares of preferred stock
could be issued for the purpose of discouraging an attempt by another person to
take control of our company, neither our management nor our Board views this
proposal as an anti-takeover mechanism. In addition, this proposal is not part
of any plan by us to recommend a series of anti-takeover amendments to our
articles of incorporation, and we do not currently contemplate recommending the
adoption of other amendments to our articles of incorporation that could be
construed to affect the ability of third parties to take over or change control
of our company.
INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK
Our Board of Directors has adopted, and holders of a majority of our
outstanding shares of common stock have approved, an amendment to Article FOURTH
of our Articles of Incorporation increasing the number of shares of common stock
we are authorized to issue from 50,000,000 to 150,000,000. As of the Record
Date, all 50,000,000 authorized shares of common stock have been issued and are
outstanding. Consequently, we do not have available for issuance for any
corporate purpose any shares of common stock.
Our Board adopted the amendment to increase the number of authorized
shares of common stock because the Board considers it in the best interests of
our company to have available a sufficient number of shares of common stock to
provide the Board with flexibility to engage in financing and other transactions
involving the issuance of additional shares of common stock and to provide for
employee and director stock-based compensation, all of which are critical to our
growth.
The additional authorized shares of common stock will be available for
issuance at such times and for such purposes as the Board may deem advisable
without further action by our stockholders, except as may be required by
applicable laws or regulations. For example, the additional authorized shares of
common stock will be available for issuance by the Board in connection with
financings, acquisitions of other companies, stock dividends, employee benefit
programs or other corporate purposes. Except for the shares of common stock
issuable in connection with the conversion of our a series of convertible
preferred stock discussed above and shares of common stock we may issue to
finance acquisitions under consideration but as to which we have not entered
into any letters of intent, agreements in principle or definitive agreements at
this time, we do not have any plans or commitments to issue capital stock. The
Board does not intend to issue any stock except on terms or for reasons which
the Board deems to be in the best interests of our company and our stockholders.
Because the holders of our common stock do not have preemptive rights, the
issuance of additional shares of common stock (other than on a pro-rata basis to
all current stockholders such as pursuant to a stock dividend) would have the
effect of reducing our existing stockholders' proportionate interests.
Although the amendment to increase the authorized capital stock may be
construed as having an anti-takeover effect, because authorized and unissued
common stock could be issued for the purpose of discouraging an attempt by
another person to take control of our company, neither our management nor our
Board views this proposal as an anti-takeover mechanism. In addition, this
proposal is not part of any plan by us to recommend a series of anti-takeover
amendments to the certificate of incorporation, and we do not currently
contemplate recommending the adoption of other amendments to our articles of
incorporation that could be construed to affect the ability of third parties to
take over or change control of our company.
AMENDMENT TO BY-LAWS AS TO NUMBER OF DIRECTORS CONSTITUTING THE ENTIRE BOARD
Article II, Section 3 of our By-laws fixes the number of Directors at
three. Our Board of Directors has adopted, and holders of a majority of our
outstanding shares of common stock have approved, an amendment to this section
that provides for a flexible Board consisting of not less than three nor more
than nine persons, as fixed from time to time by resolution of the Board. The
Board believes that the amended by-law provision permits the expansion of the
Board for the admission of independent directors as we continue to grow and seek
a listing on a national securities exchange. The corporate governance
requirements of the national securities exchanges require that a majority of the
members of the Board of a listed company be "independent directors" unaffiliated
with our company and that the members of the Audit, Compensation and Nomination
Committees be "independent directors." The amendment will become effective on
the 21st day after the mailing of the Information Statement to our shareholders.
Available Information
We file annual, quarterly and periodic reports, proxy statements and other
information with the SEC. These filings are available to the public on the
Internet at the SEC's web site, http://www.sec.gov. The SEC's web site contains
reports, proxy statements and other information regarding issuers, like us, that
file these reports, statements and other documents electronically with the SEC.
You can also read and copy any document we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also
obtain copies of the documents at prescribed rates by writing to the SEC's
Public Reference Section at that address. Please call the SEC at 1-800-SEC-0330
for further information regarding the operation of the Public Reference Room.
June___, 2009 By order of the Board of Directors,
Yanhua Han
Chairman of the Board