UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.D. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
|
|
|
o
Preliminary
Information Statement
o
Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
x
Definitive
Information Statement
|
PERVASIP CORP.
|
|
|
(Name of Registrant As Specified In Charter)
|
|
Payment of Filing Fee (Check the appropriate box):
x
|
No fee required.
|
|
|
|
o
|
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:
|
o
|
Fee paid previously with preliminary materials.
|
|
|
o
|
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:
|
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF PERVASIP
CORP.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
PERVASIP CORP.
430 North Street
White Plains, New York 10601
(914) 620-1500
INFORMATION STATEMENT
November 13, 2013
GENERAL INFORMATION
To the Holders of Common Stock of Pervasip
Corp:
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”)
of common stock, par value $0.001 per share (the “Common Stock”), of Pervasip Corp, a New York corporation (the “Company”),
to notify the Stockholders that on October 7, 2013, the Company received a unanimous written consent in lieu of a meeting of the
holders of Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred”). Each share of Series D
Preferred has the equivalent of 16,315,625 votes of Common Stock (based upon the outstanding number of shares of Common Stock
issued at the time hereof). Currently, there are two holders of Series D Preferred (collectively, the “Series D Stockholders”
or the “Majority Stockholders”), together holding fifty-one (51) shares of Series D Preferred, resulting in the Series
D Stockholders holding in the aggregate 51% of the total voting power of all issued and outstanding voting capital of the Company.
The Series D Stockholders authorized the following:
·
|
|
The increase in the number
of authorized shares of Common Stock from 800,000,000 shares of Common Stock to 1,500,000,000 shares of Common Stock (the “Authorized
Share Increase”).
|
On
October 7, 2013, the Board approved the Authorized Share Increase and recommended to the Majority Stockholders that they approve
the Authorized Share Increase. On October 7, 2013, the Majority Stockholders approved the Authorized Share Increase by written
consent in lieu of a meeting in accordance with New York law. Accordingly, your consent is not required and is not
being solicited in connection with the approval of the Actions.
We
will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about October 31, 2013.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board believes the Authorized Share Increase is necessary and advisable in order to maintain the Company’s financing and
capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment.
Accordingly,
it is the Board’s opinion that the Authorized Share Increase would better position the Company to attract potential business
candidates and provide the Stockholders a greater potential return.
INTRODUCTION
New
York law provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the
minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the
specific purpose of such action. On October 7,2013, the Board approved the Authorized Share Increase and recommended to the Majority
Stockholders that they approve the Authorized Share Increase. On October 7, 2013, the Majority Stockholders approved the Authorized
Share Increase by written consent in lieu of a meeting in accordance with New York law.
In
accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about October 31, 2013.
This
Information Statement contains a brief summary of the material aspects of the Actions approved by the Board of Pervasip Corp.
(the “Company,” “we,” “our,” or “us”) and the holders of Series D Preferred Stock
(the “Series D Preferred”), which constitute a majority of the voting capital stock of the Company.
Series
D Preferred
By
unanimous written consent of the Board (as permitted under New York law), the number, designation, rights, preferences and privileges
of the Series D Preferred were established by the Board (as is permitted under New York law and by the Amended Certificate of
Incorporation of the Company). The designation, rights, preferences and privileges that the Board established for the Series D
Preferred is set forth in a Certificate of Amendment of the Certificate of Incorporation that was filed with the Department of
State of the State of New York on August 30, 2013. Among other things, the Certificate of Amendment of the Certificate of Incorporation
provides that each one share of Series D Preferred has voting rights equal to (x) 0.019607
multiplied by
the total issued
and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”),
divided by
(y) 0.49,
minus
(z) the Numerator.
By
unanimous written consent of the Board, the Board issued an aggregate of fifty-one (51) shares of Series D Preferred to two individuals
(together, the “Series D Stockholders”). As a result of the voting rights granted to the Series D Preferred, the Series
D Stockholders hold in the aggregate 51% of the total voting power of all issued and outstanding voting capital of the Company.
As
of October 7, 2013, there were issued and outstanding (i) 799,499,997 shares of our Common Stock, (ii) zero shares of our Series
A Preferred Stock, (iii) zero shares of our Series B Preferred Stock, (iv) zero shares of our Series C Preferred Stock and (v)
fifty-one (51) shares of our Series D Preferred. Based on the foregoing, the total aggregate amount of votes entitled to vote
regarding the approval of the Authorized Share Increase approved by the Board is 1,631,596,865 (the sum of the votes represented
by the issued and outstanding shares of Common Stock and Series D Preferred). Pursuant to New York law, at least a majority of
the voting equity of the Company, or at least 815,798,434 votes, are required to approve the Actions by written consent. The Series
D Stockholders, which hold in the aggregate fifty-one (51) shares of Preferred Stock, or 51% of the voting equity of the Company,
have voted in favor of the Actions, thereby satisfying the requirement under New York law that at least a majority of the voting
equity vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Series D Stockholders, the number of shares of Series D Preferred held by each Series
D Stockholder, the total number of votes that the Series D Stockholders voted in favor of the Actions and the percentage of the
issued and outstanding voting equity of the Company that voted in favor thereof.
Name of Series D Stockholder
|
Number of Shares of Series D Preferred
held
|
Number of Votes held by such Series D Stockholder
|
Number of Votes that Voted in favor of the Actions
|
Percentage of the Voting Equity that Voted in favor of the Actions
|
Paul H. Riss
|
48
|
783,149,994
|
783,149,994
|
48%
|
Mark Richards
|
3
|
48,946,875
|
49,946,875
|
3%
|
ACTIONS TO BE TAKEN
The
Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate
of Incorporation of the Company (the “Amendment”) with the Department of State of the State of New York. We intend
to file the Amendment with the Department of State of the State of New York promptly after the twentieth (20
th
) day
following the date on which this Information Statement is mailed to the Stockholders.
INCREASE IN THE NUMBER OF AUTHORIZED
SHARES
OF COMMON STOCK
GENERAL
The number of authorized shares
of our Common Stock will be increased from 800,000,000 shares to 1,500,000,000 shares of Common Stock (the “Authorized Share
Increase”).
PURPOSE AND EFFECT OF INCREASING
THE NUMBER OF AUTHORIZED SHARES
The
Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising
ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment. The additional
700,000,000 shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends,
acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could
be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures,
restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided
that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that
they will not adversely affect the Company’s business or the trading price of the Common Stock. Other than issuances pursuant
to employee benefit plans and currently outstanding stock options, exercisable warrants and convertible debentures, the Board
has no current plans to issue any of the additional shares of Common Stock that would be authorized by this proposal. The Company
does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required
by applicable law or regulations.
The
increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and
unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more
transactions, which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance
of the additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of
a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has
not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as
a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares
of Common Stock presently outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information regarding the beneficial ownership of our Common Stock as of October 8, 2013 of
(i) each person known to us to beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named
executive officer and (iv) all directors and named executive officers as a group. As of October 8, 2013, there
were a total of 799,499,997
shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on matters
on which holders of voting stock of the Company are eligible to vote. The column entitled “Percentage of Total
Voting Stock” shows the percentage of total voting stock beneficially owned by each listed party.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares
as to which a person or entity has sole or shared voting power or investment power
plus
any shares which such person or
entity has the right to acquire within sixty (60) days of October 8, 2013 through the exercise or conversion of any stock option,
convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table
has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of
capital stock listed as owned by that person or entity.
|
|
Number of Shares of Common Stock Beneficially Owned
|
|
Percent of Shares
of Common Stock
Beneficially Owned
|
|
Number of Shares
of Series D
Preferred Stock
Beneficially Owned
(6)
|
|
Percent of Shares
of Series D
Preferred Stock
Beneficially Owned
|
G3 Connect, LLC
321 Newark Street 3
rd
Floor
Hoboken, NJ 07030
|
|
|
96,947,250
|
|
|
|
12.13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul H. Riss
Pervasip Corp.
75 South Broadway, Suite 400
White Plains, New York 10601
|
|
|
49,938,533
|
(1)
|
|
|
5.84
|
%
|
|
|
48
|
(7)
|
|
|
94.12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Richards
Pervasip Corp.
75 South Broadway, Suite 400
White Plains, New York 10601
|
|
|
27,774,333
|
(2)
|
|
|
3.38
|
%
|
|
|
3
|
(8)
|
|
|
5.88
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greg M. Cooper
Cooper, Niemann & Co., CPAs, LLP
PO Box 190
Mongaup Valley, New York 12762
|
|
|
338,333
|
(3)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Widham
Pervasip Corp.
75 South Broadway, Suite 400
White Plains, New York 10601
|
|
|
334,333
|
(4)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cherian Mathai
Pervasip Corp.
75 South Broadway, Suite 400
White Plains, New York 10601
|
|
|
334,333
|
(5)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (five individuals)
|
|
|
78,719,866
|
|
|
|
9.20
|
%
|
|
|
51
|
|
|
|
100
|
%
|
__________________
* Less than 1%.
(1)
|
|
Includes 32,906,000 shares
of common stock subject to options and warrants that are presently exercisable or exercisable within 60 days after October 8,
2013.
|
(2)
|
|
Includes 21,550,000 shares
of common stock subject to options and warrants that are presently exercisable or exercisable within 60 days after October 8,
2013.
|
(3)
|
|
Includes 338,333 shares of
common stock subject to options that are presently exercisable or exercisable within 60 days after October 8, 2013.
|
(4)
|
|
Includes 334,333 shares of
common stock subject to options that are presently exercisable or exercisable within 60 days after October 8, 2013.
|
(5)
|
|
Includes 334,333 shares of
common stock subject to options that are presently exercisable or exercisable within 60 days after October 8, 2013.
|
(6)
|
|
Each one share of Series D
Preferred has voting rights equal to (x) 0.019607
multiplied by
the total issued and outstanding Common Stock eligible
to vote at the time of the respective vote (the “Numerator”),
divided by
(y) 0.49,
minus
(z) the Numerator.
|
(7)
|
|
Mr. Paul Riss owns 48 shares
of Series D Preferred Stock, which is representative of 783,149,994 shares solely for voting purposes.
|
(8)
|
|
Mr. Mark Richards owns 3 shares
of Series D Preferred Stock, which is representative of 48,946,875 shares solely for voting purposes.
|
ADDITIONAL INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively,
with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies
of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E.,
Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that
contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with
the SEC by the Company, are incorporated herein by reference:
(1)
|
|
Annual Report on Form 10-K
for the fiscal year ended November 30, 2012;
|
(2)
|
|
Quarterly Reports on Form 10-Q
for the three months ended February 28, 2013 and May 31, 2013; and
|
(3)
|
|
Current Reports on Form 8-K, as filed with the SEC on February 4, 2013, February 19,
2013, March 6, 2013, June 21, 2013, June 28, 2013 and September 6, 2013, respectively.
|
You
may request a copy of these filings, at no cost, by writing Pervasip Corp. at 75 South Broadway, Suite 400, White Plains, New
York 10601 or telephoning the Company at (914) 620-1500. Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in
any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous
statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified
or superseded.
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to the Company at 430 North Street, White Plains, New York 10601, telephone: (914) 620-1500.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
This Information Statement
is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant
to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By
Order of the Board of Directors
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November
13, 2013
|
Pervasip Corp.
|
|
By
|
/s/
Paul H. Riss
|
|
|
Name:
Paul H. Riss
Title: Chief Executive Officer
|
Pervasip (PK) (USOTC:PVSP)
Historical Stock Chart
From Feb 2024 to Mar 2024
Pervasip (PK) (USOTC:PVSP)
Historical Stock Chart
From Mar 2023 to Mar 2024