UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[x] Definitive Information Statement
GETTING READY CORPORATION
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
[ ] 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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GETTING READY CORPORATION
4400 Biscayne Boulevard, Suite 950
Miami, FL 33137
Dear Stockholders:
We are writing to advise you that on November 28, 2006 holders of a
majority of the issued and outstanding common stock of the Company approved a
one-for-fifteen reverse split of the Company's common stock, par value $.001,
which the Company effected on December 1, 2006 immediately prior to the
change of control. The former Board of Directors omitted to send the notice
required when action is taken by stockholders without a meeting. The current
Board of Directors is therefore providing this notice.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above in
accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This
information statement is first being mailed to you on or about December 19,
2007.
Please feel free to call us at (305) 573-4112 should you have any
questions on the enclosed Information Statement. We thank you for your
continued interest in Getting Ready Corporation.
For the Board of Directors of
Getting Ready Corp.
By: /s/Glenn L. Halpryn
--------------------------------------
Glenn L. Halpryn,
Chief Executive Officer
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GETTING READY CORPORATION
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
Telephone (305) 573-4112
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Getting Ready Corporation, a Delaware corporation (the "Company") in
connection with the adoption of an Amendment to our Certificate of
Incorporation by written consent of our Board of Directors and the holders of
a majority of our issued and outstanding voting securities in lieu of a
special meeting. In November 2006, our former Board of Directors and the
former holders of a majority of our common stock approved an amendment to our
Certificate of Incorporation to split every issued and outstanding share of
our common stock into one-fifteenth of a share (the "Amendment"). This
Amendment became effective on December 1, 2006 (the "Effective Date of the
Amendment") in accordance with the relevant sections of the Delaware General
Corporation Law. A copy of the Amendment is included in this Information
Statement.
As of November 30, 2006 (pre-split), there were 72,964,918 shares of our
common stock issued and outstanding. The following shareholders who
collectively owned approximately 79.3% of our outstanding common stock, which
is in excess of the required majority of outstanding voting securities
necessary for the adoption of this action, executed a written consent
approving the Amendment.
Stockholder No. of Shares Owned
---------------------------------------------------------------
Sheldon Rose 29,059,645
Francine Nichols 12,654,822
Lori Majeski 16,154,822
----------
TOTAL 57,869,289 (79.3%)
==========
A meeting of stockholders to approve this action was not needed in
accordance with Section 228 of the Delaware General Corporation Law, which
provides that the written consent of the holders of outstanding shares of
voting stock, having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
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entitled to vote thereon were present and voted, may be substituted for such
a meeting. Our previous Board of Directors obtained the written consent of
the holders of a majority in interest of our voting securities to approve the
stock split and the Amendment.
Pursuant to Section 228 of the Delaware General Corporation Law, we are
required to provide notice of the taking of the corporate action without a
meeting of stockholders to all stockholders who did not consent in writing to
such action. This Information Statement serves as such notice. This
Information Statement is first being mailed on or about December 19, 2007 to
stockholders of record as of December 4, 2006 and December 12, 2007, and is
being delivered to inform you of the corporate actions described herein in
accordance with Rule 14c-2 of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the beneficial owners of our voting securities held of record by them, and we
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
Interest of Certain Persons in the Reverse Stock Split
The investors who acquired control of the Company on December 4, 2006
requested the former directors, who held a majority of the outstanding common
stock of the Company, to cause the Company to effectuate a reverse stock
split prior to the change of control. The reverse stock split affected all
stockholders of the Company equally. None of the former directors and
holders of the majority of the outstanding common stock opposed the reverse
stock split.
No Dissenter's Rights
No dissenter's rights are afforded to our stockholders under Delaware
law as a result of the adoption of the Amendment.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding
share on all matters submitted to our stockholders. The following table
contains information regarding record ownership of our common stock as of
November 12, 2007 held by persons who own beneficially more than 5% of our
outstanding voting securities, our directors, named executive officers, and
all of our directors and officers as a group.
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Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned (1) Owned
- -----------------------------------------------------------------------
Frost Gamma Investments Trust 5,886,897 32.1%
4400 Biscayne Blvd., Suite 1500
Miami, FL 33137
Dr. Jane Hsiao 1,484,092 8.1%
4400 Biscayne Blvd., Suite 1500
Miami, FL 33137
Steven Jerry Glauser 1,724,929 9.4%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Ernest M. Halpryn 1,312,453 7.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33156
Glenn L. Halpryn 1,006,250 5.5%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Stephen H. Bittel 1,149,953 6.3%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Alan Jay Weisberg 48,749 0.3%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Noah M. Silver 222,498 1.2%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
Curtis Lockshin 10,000 0.1%
4400 Biscayne Blvd., Suite 950
Miami, FL 33137
All Officers and 1,287,497 7.0%
Directors as a Group
Total Shares Outstanding
as of November 12, 2007 18,332,896
- ------------------------
<FN>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
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after November 12, 2007 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Unless otherwise indicated in the footnotes below, the persons
and entities named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable.
</FN>
THE AMENDMENT
On November 12, 2007, we had 18,332,896 shares of our common stock
outstanding. Currently, there are 499,000,000 shares of common stock
authorized. There are also 100,000,000 shares of preferred stock authorized,
none of which have ever been issued.
On December 4, 2006, a group of investors headed by Glenn L. Halpryn of
Miami, Florida, and Steven Jerry Glauser of Denver, Colorado, purchased 89%
of the outstanding common stock of the Company from 45 shareholders of the
Company pursuant to the terms of a stock purchase agreement dated December 4,
2006. On March 21, 2007 the Company issued 9,349,777 shares of its common
stock, which represented 51% of the outstanding stock after the sale, to
seven investors that included Dr. Phillip Frost.
DIRECTORS AND EXECUTIVE OFFICERS
The current directors and executive officers of the Company are as
follows:
NAME AGE POSITION
- ------------------------------------------------------------------------
Glenn L. Halpryn 48 Chairman of the Board of
Directors, Chief Executive
Officer and President
Alan Jay Weisberg 60 Chief Financial Officer
and Director
Noah M. Silver 48 Vice President, Secretary,
Treasurer and Director
Curtis Lockshin 46 Director
Glenn L. Halpryn. Mr. Halpryn is Chief Executive Officer and a Director
of Transworld Investment Corporation ("TIC"), serving in such capacity since
June 2001. Since 2000, Mr. Halpryn has been an investor and the managing
member of investor groups that were joint venture partners in 26 land
development projects with one of the largest home builders in the country.
From 1984 to June 2001, Mr. Halpryn served as Vice President/Treasurer of
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TIC. From 1999, Mr. Halpryn also served as Vice President of Ivenco, Inc.
("Ivenco") until Ivenco's merger into TIC in June 2001. In addition, since
1984, Mr. Halpryn has been engaged in real estate investment and development
activities.
From April 1988 through June 1998, Mr. Halpryn was Vice Chairman of
Central Bank, a Florida state-chartered bank. Since June 1987, Mr. Halpryn
has been the President of and beneficial holder of stock of United Security
Corporation ("United Security"), a broker-dealer registered with the NASD.
From June 1992 through May 1994, Mr. Halpryn served as the Vice President,
Secretary-Treasurer of Frost Hanna Halpryn Capital Group, Inc., a "blank
check" company whose business combination was effected in May 1994 with
Sterling Healthcare Group, Inc. From June 1995 through October 1996, Mr.
Halpryn served as a member of the Board of Directors of Sterling Healthcare
Group, Inc. During 2002, Mr. Halpryn became a director of Ivax Diagnostics,
Inc., a publicly held corporation, and is a member of its audit committee and
chairman of its compensation committee. Since September 2007, Mr. Halpryn
has been Chairman and Chief Executive Officer of clickNsettle.com, Inc., a
publicly-traded shell company ("CLIK").
Alan Jay Weisberg. Since July 1986, Mr. Weisberg has been a stockholder
in the accounting firm of Weisberg Brause & Co., Boca Raton, Florida. Mr.
Weisberg has been the principal financial officer of United Security since
June 1987. Since September 2007, Mr. Weisberg has been a Director and the
Chief Financial Officer of CLIK.
Noah M. Silver. Mr. Silver has been the Chief Financial Officer of TIC
since June 2001, a firm in which Mr. Halpryn is the Chief Executive Officer
and a director. From March 2000, Mr. Silver served as the Chief Financial
Officer of Ivenco, serving in such capacity until Ivenco's merger into TIC in
June 2001. From January 1997 through February 1999, Mr. Silver was the
President of Dryclean USA, Florida Division, and Dryclean USA Franchise
Company. From April 1995 through December 1996, Mr. Silver was the Florida
Division Controller and Vice President of Dryclean USA, the parent company of
Dryclean USA, Florida Division. Mr. Silver is a Certified Public Accountant
and a Certified Management Accountant and has earned a Master of Accounting
Degree. Mr. Silver has been a Director, Vice President, Secretary and
Treasurer of CLIK since September 2007.
Curtis Lockshin. Since 2003, Dr. Lockshin has been an independent
pharmaceutical and life sciences consultant, focused on small companies that
seek to leverage their technology assets inside healthcare, biotechnology and
security sectors. At Sepracor Inc. from 1998 to 2002, as a Scientist,
Associate Director, and Director of Discovery Biology & Informatics, Dr.
Lockshin was instrumental in establishing the New Leads program, which
delivered novel chemical entities into the preclinical pipeline. In 2002-
2003, while Director of Discovery Biology at Beyond Genomics, Inc., Dr.
Lockshin co-developed strategies for utilizing proprietary technology
platforms in clinical trial optimization and prediction of off-target drug
activities. Dr. Lockshin's current activities include a program management
engagement with 3rd Millennium Inc. (Waltham, MA) and a business development
engagement with TelAztec LLC (Burlington, MA). Since 2004, Dr. Lockshin has
served on the Board of Directors of the Ruth K. Broad Biomedical Research
Foundation, a Duke University support corporation, which supports basic
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research related to Alzheimer's disease and neurodegeneration via intramural,
extramural, and international grants. Dr. Lockshin is a co-inventor on
several U.S. patents and applications covering pharmaceuticals, biomaterials,
and optics for remote biochemical sensing. He holds a Bachelor's degree in
Life Sciences and a PhD in Biological Chemistry, both from the Massachusetts
Institute of Technology. Dr. Lockshin became a Director of CLIK in September
2007.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms 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 Public Reference Section of the SEC at 100
F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the
SEC's web site at www.sec.gov.
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