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
Prepaid Card Holdings, Inc.
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(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.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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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
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[GRAPHIC OMITED]
Prepaid Card Holdings, Inc.
20251 S.W. Acacia St. #200
Newport Beach, CA 92660
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: July 17, 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
Prepaid Card Holdings, Inc. (the "Company") to the stockholders of record of the
Company's common stock at the close of business on July 15, 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 action:
1. To remove Robert Christiansen as a director of the Company
This action was approved on July 15, 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 July 17, 2009, and the action 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 July 15, 2009, the Company had authorized one billion (1,000,000,000)
shares of common stock, $0.001 par value, 403,903,890 of which were issued and
outstanding, and no 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. 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 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 ACTION
GENERAL
The stockholders owning a majority of the shares entitled to vote on matters
submitted to the stockholders have consented in writing to remove Robert
Christiansen from the Company's Board of Directors. The stockholders owning a
majority of the issued and outstanding shares of the Common Stock have consented
to the Actions.
The Company has taken all action required under Nevada law to approve the
action; however, since stockholder approval of the Amendment was obtained by
written consent rather than at
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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 action until the expiration of 20 calendar days from
the date hereof. The action herein will not take effect until after the
expiration of the 20-calendar day period.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of July 15, 2009, the Company had 403,903,890 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 July 15, 2009 the stockholders owning 297,325,000
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 Action 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
Mr. Christiansen was removed as a director due to irreconcilable differences in
opinion with the Company's majority shareholder. Mr. Christiansen has been
provided with a copy of the disclosures contained in the Current Report on Form
8-K filed July 16, 2009, has been given an opportunity to review and agree to
such disclosures, and has advised the registrant that he agrees with such
disclosures.
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
July 15, 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 July 15, 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 SHARES PERCENT OF SHARES
IDENTITY OF BENEFICIALLY BENEFICIALLY
PERSON OR GROUP OWNED OWNED(1,3) CLASS
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Bruce Berman 297,325,000 73.6% Common
CEO and Chairman
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Rick Galasieski 1,666,666(2) 0.4% Common
Senior VP and Director
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All Directors and 298,991,666 73.7% Common
Officers as a Group
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(1) The percentage of shares owned is based on 403,903,870 shares being
outstanding as of July 15, 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 in the Company's stock, the percentage of shares
owned includes such shares as if the right to purchase had been duly exercised.
(2) Mr. Galasieski has been issued warrants to purchase a total of 15,000,000
shares of common stock. 1,666,666 vested on May 5, 2009 at an exercise price of
$0.025 and is valid until May 5, 2014. No other warrants have vested or will
automatically vest within sixty days of the date of this filing. 3,333,334
warrants will vest equally over 2 years beginning on May 5, 2010, exercise price
$0.025, valid for 5 years after each vesting date, conditional on his continued
employment5,000,000 warrants will vest on August 8, 2009, exercise price $0.025,
valid for 5 years after vesting date, conditional on his continued employment.
5,000,000 warrants will vest on February 3, 2010, exercise price $0.025, valid
for 5 years after vesting date, conditional on his continued employment.
(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
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: JULY 17, 2009
PREPAID CARD HOLDINGS, INC.
By: /s/Bruce Berman
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Bruce Berman, CEO and Chairman
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