UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
HST Global, Inc.
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(Name of Registrant as Specified in its 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:
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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 of 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: _______________________________________
2) Form, Schedule or Registration Statement No.: _________________
3) Filing Party: _________________________________________________
4) Date Filed: ___________________________________________________
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HST Global, Inc.
150 Research Drive
Hampton, VA 23666
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: June 2, 2009
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information Statement is being furnished by the Board of Directors of HST
Global, Inc. (the "Company") to the stockholders of record of the Company's
common stock at the close of business on June 1, 2009 (the "Record Date"), and
is being sent to you to inform you of action which has been approved by the
holders of at least a majority of the voting power of the Company outstanding on
the Record Date, by written consents without holding a meeting of stockholders.
By such written consents, such stockholders approved the following actions:
1. To re-elect the directors of the Company; and
2. To ratify the selection of Madsen & Associates as the Company's
independent registered public accounting firm.
These actions were approved on June 1, 2009 by the written consent, in lieu of a
meeting of stockholders, from the holders of a majority of the outstanding
shares of Common Stock. No other votes were required to adopt the actions and
none are being solicited hereunder.
This Information Statement is first being mailed or furnished to stockholders on
or about June 2, 2009, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
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NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of June 1, 2009, the Company had authorized: (1) one hundred million
(100,000,000) shares of common stock, $0.001 par value, 25,166,053 of which were
issued and outstanding, and (2) five million (5,000,000) shares of preferred
stock, $0.001 par value, of which there were no shares issued and outstanding.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held on all matters submitted to a vote of Stockholders. However, under
Nevada law, any action that may be taken at any stockholders' meeting may be
taken by written consent of the requisite number of stockholders required to
take such action. The Amendment requires the affirmative vote or written
consent of the holders of a majority of the Company's outstanding common stock.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve
the actions proposed and discussed in this Information Statement is authorized
by Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power.
In order to eliminate the costs and management time involved in holding a
meeting and in order to effectuate the proposed resolutions as early as possible
in order to accomplish the purposes of the Company, the Company chose to obtain
the written consent of its stockholders holding a majority of the Company's
voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
NO DISSENTERS' RIGHTS
The NRS does not provide for dissenter's rights in connection with any of the
actions proposed in this Information Statement.
THE ACTIONS
GENERAL
The stockholders owning a majority of the shares entitled to vote on matters
submitted to the stockholders have consented in writing to reelect Ron Howell
and James Forsythe, M.D. to the Company's Board of Directors, and to ratify the
selection of Madsen & Associates as the Company's independent registered public
accounting firm (the "Actions"). The stockholders owning a majority of the
issued and outstanding shares of the Common Stock have consented to the Actions.
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The Company has taken all action required under Nevada law to approve the
Aactions; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, Nevada law requires that
notice be sent to all non-consenting stockholders notifying them of the actions
taken not more than 30 days after the effective date of the consent and the
Securities Exchange Act of 1934 will not permit such filing until the expiration
of 20 calendar days from the date hereof. The Actions herein will not take
effect until after the expiration of the 20-calendar day period.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of June 1, 2009, the Company had 25,166,053 issued and outstanding shares of
Common Stock, and no issued and outstanding shares of Preferred Stock. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.
By written consent dated June 1, 2009 the stockholders owning 17,830,692 shares
of Common Stock approved the adoption and implementation of the Amendment. Such
action is sufficient to satisfy the applicable requirements of Nevada law that
stockholders approve such actions. Accordingly, stockholders will not be asked
to take further action on the Actions at any future meeting and the Board of
Directors does not intend to solicit any proxies or consents from any other
stockholders in connection with the Actions.
PURPOSE AND EFFECT
Pursuant to the Company's bylaws, the shareholders are required to elect the
Board of Directors and ratify the selection of the Company's independent
registered public accounting firm each year.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table shows the beneficial ownership of our common stock as of
June 1, 2009. The table shows the amount of shares owned by:
(1) each person known to us who owns beneficially more than five percent of the
outstanding shares of any class of the Company's stock, based on the number
of shares outstanding as of June 1, 2009;
(2) each of the Company's Directors and Executive Officers; and
(3) all of its Directors and Executive Officers as a group.
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AMOUNT OF PERCENT OF
SHARES SHARES
IDENTITY OF BENEFICIALLY BENEFICIALLY
PERSON OR GROUP OWNED OWNED(1,3) CLASS
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Ronald R. Howell(2) 10,735,996 42.66% Common
Chief Executive Officer
and Chairman
Wesley D. Tate 0 0% Common
Chief Financial Officer
Eric Clemons 7,094,696 28.19% Common
150 Research Dr.
Hampton, VA 23666
James Forsythe 0 0% Common
150 Research Dr.
Hampton, VA 23666
All Directors and 10,843,996 42.66% Common
Officers as a Group
(1) The percentage of shares owned is based on 25,166,053 shares of common stock
outstanding as of June 1, 2009. Where the beneficially owned shares of any
individual or group in the following table includes any options, warrants, or
other rights to purchase shares, the percentage of shares owned includes such
shares as if the right to purchase had been duly exercised.
(2) Includes 9,907,696 held personally, and 828,300 held by The Health Network,
Inc., of which he is President.
(3) BENEFICIAL OWNERSHIP OF SECURITIES: Pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, involving the determination of beneficial
owners of securities, a beneficial owner of securities is person who directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has, or shares, voting power and/or investment power with respect to
the securities, and any person who has the right to acquire beneficial ownership
of the security within sixty days through means including the exercise of any
option, warrant or conversion of a security.
OTHER ACTION
No other action was taken or authorized by the stockholders' written consent to
corporate action to which this Information Statement pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
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forwarding this Information Statement and related materials to stockholders.
The Company may pay for and use the services of other individuals or companies
not regularly employed by the Company in connection with the distribution of
this Information Statement if the Board of Directors of the Company determines
that this is advisable.
DATED: JUNE 2, 2009
HST GLOBAL, INC.
By: /s/Ronald R. Howell
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Ronald R. Howell, President
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