SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Filed
by the Registrant
x
Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Information Statement
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x
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Definitive
Information Statement
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Confidential,
for use of the Commission Only (as permitted by Rule 14a-5(d)(2)
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CHESS
SUPERSITE CORPORATION
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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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 240.0-11and 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:
__________________________________________________________________
CHESS
SUPERSITE CORPORATION
1131A
Leslie Street, Suite 101
Toronto,
Ontario, Canada M3C 3L8
Telephone:
(416) 444-4644
Notice
of Proposed Action by Written Consent
of
the Holders of the
Majority
of the Voting Stock to be taken on or about October 18, 2016
To
the Stockholders of Chess Supersite Corporation
The
enclosed Information Statement is to inform you that upon written consent by the holders of a majority of the voting stock of
the Company, the Company intends to take certain action as more particularly described in this Information Statement. The action
will be effected 21 days from the date this Information Statement is mailed to stockholders which mailing is expected to be on
or about September 27, 2016.
Only
stockholders of record at the close of business on September 15, 2016 will be given Notice of the Action by Written Consent. The
Company is not soliciting proxies.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
At
the Record Date, the Company had outstanding 33,420,000 shares of Common Stock, par value $0.0001 per share and no shares of Preferred
Stock, par value $0.0001 per share. Rubin Schindermann and Alexander Starr, who hold the majority voting power on the Record Date,
have signed consent to the taking of the corporate action described. This consent will be sufficient, without any further action,
to provide the necessary stockholder approval of the action.
CORPORATE
ACTION TO BE TAKEN
ADOPTION
OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
The
Board of Directors is recommending that the Company’s current Articles of Incorporation be amended to increase the authorized
common stock to 500,000,000 shares. The proposed amendment will also establish a class of preferred stock designated as Series
A Preferred Stock. However, the establishment of this class or any class of preferred stock does not require approval of the Company’s
shareholders because the current Articles of Incorporation grant to the Board of Directors the authority to establish classes
or series of preferred stock without the need for shareholder approval.
The
increase in the authorized Common Stock will provide the Company with needed stock to enable it to undertake financing transactions
in which the Company may employ the common stock, including transactions to raise working capital through the sale of common stock.
Since the Board of Directors believes that the currently authorized number of shares may be not be sufficient to meet anticipated
needs in the immediate future, the Board considers it desirable that the Company has the flexibility to issue an additional amount
of Common Stock without further stockholder action, unless otherwise required by law or other regulations. The availability of
these additional shares will enhance the Company’s flexibility in connection with any possible acquisition or merger, stock
splits or dividends, financings and other corporate purposes and will allow such shares to be issued without the expense and delay
of a special stockholders’ meeting, unless such action is required by applicable law or rules of any stock exchange on which
the Company’s securities may then be listed.
In
certain circumstances, a proposal to increase the authorized capital stock may have an anti-takeover effect. The authorization,
without prior shareholder approval of additional unreserved classes of Common Stock with either specified voting rights or rights
providing for the approval of extraordinary corporate action may be used to create voting impediments or to frustrate persons
seeking to effect a merger or otherwise gain control of the Company opposed by management by diluting the stock ownership of any
persons seeking to obtain control of the Company. Management of the Company might use the additional authorized capital stock
to resist or frustrate a third-party transaction which might provide an above-market premium that is favored by a majority of
the independent shareholders. Management of the Company has no present plans to adopt any proposals or to enter into other arrangements
that may have material anti-takeover consequences. There are no anti-takeover provisions in the Company’s Articles of Incorporation,
Bylaws or other governing documents at this time.
A
copy of the proposed amendment is included in this Information Statement.
DESCRIPTION
OF CAPITAL STOCK AND VOTING RIGHTS
The
Company’s authorized capital consists of 100,000,000 shares of Common Stock, par value $0.0001 per share and 1,000,000 shares
of Preferred Stock, par value $0.0001. As of the Record Date, there were 33,420,000 shares of Common Stock outstanding and no
shares of Preferred Stock issued and outstanding. The holders of Common Stock are entitled to vote on all matters to come before
a vote of the stockholders of the Company.
VOTE
REQUIRED FOR APPROVAL
Section
242 of the Delaware General Business Corporation Act provides an outline of the scope of the amendments of the Articles of Incorporation
allowed a Delaware Corporation. This includes the amendment discussed in this Information Statement. The procedure and requirements
to effect an amendment to the Articles of Incorporation of a Delaware corporation are set forth in Section 242 provides that proposed
amendments must first be adopted by the Board of Directors and then submitted to stockholders for their consideration at an annual
or special meeting and must be approved by shareholders holding at least the majority voting power of the Company.
Section
228 of the Delaware General Business Corporation Act provides that any action required to be taken at a special or annual meeting
of the stockholders of a Delaware corporation may be taken by written consent, in lieu of a meeting, if the consent is signed
by stockholders holding at least the minimum number of votes that would be necessary to authorize or take the action at a meeting
at which all shareholders entitled to vote were present and voted.
The
persons holding at least the majority voting power of the Company has adopted, ratified and approved the amendment to the articles
of incorporation increasing the authorized capital stock as described in this Information Statement. No further votes are required
or necessary to effect the proposed amendment or the other corporate actions to be taken.
The
securities that would have been entitled to vote if a meeting was required to be held to amend the Company’s Articles of
Incorporation consist of 33,420,000 shares of the Company’s Common Stock issued and outstanding as of the Record Date for
determining stockholders who would have been entitled to notice of and to vote on the proposed amendment to the Articles of Incorporation.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND
FIVE PERCENT STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of the Company’s Common Stock as of September 15,
2016, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company’s
Common Stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. To the knowledge of the
Company, each shareholder listed below possesses sole voting and investment power with respect to the shares indicated.
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Name
and Address
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Amount
of
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Title
of Class
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of
Beneficial Owner
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Ownership
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Percent
of Class
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Common
Stock
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Rubin Schindermann
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13,293,500
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39.77
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%
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1131A Leslie Street,
Suite 101
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Toronto, Ontario
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Canada M3C 3L8
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Common Stock
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Alexander (“Sasha”)
Starr
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13,293,500
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39.77
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%
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1131A Leslie Street,
Suite 101
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Toronto, Ontario
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Canada M3C 3L8
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Common Stock
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Chess Supersite Inc.(a)
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2,000,000
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5.94
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%
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1409-7440 Bathurst
Street
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Thornhill, Ontario
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Canada L4J 7K8
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Common Stock
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All executive officers
and
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Directors as a group
( 2 persons)
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26,587,000
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75.55
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%
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(a)
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Alexander
(“Sasha”) Starr is an officer and director of Chess Supersite Inc.
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INTEREST
OF CERTAIN PERSONS IN
OR
OPPOSITION TO MATTERS TO BE ACTED UPON
No
person who has been a director or officer of the Company at any time since the beginning of the last fiscal year, nominee for
election as a director of the Company, nor associates of the foregoing persons has any substantial interest, direct or indirect,
in proposed amendment to the Company’s Articles of Incorporation which differs from that of other stockholders of the Company.
No director of the Company opposes the proposed amendment of the Company’s Articles of Incorporation.
ADDITIONAL
INFORMATION
Additional
information concerning the Company, including its annual and quarterly reports for the previous twelve months which have been
filed with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission EDGAR archives
at www.sec.gov. Upon written request of any stockholder to the Company’s President, Alexander Starr, at 1131A Leslie Street,
Suite 101, Toronto, Ontario, Canada M3C 3L8, a copy of the Company’s Annual Report on Form 10-K for the year ended December
31, 2016 will be provided without charge and as well as the Company’s Quarterly Report on Form 10-Q for the period ended
June 30, 2016.
Index
of Exhibits
Exhibit
3(i) Certificate of Amendment to Certificate of Incorporation.
EXHIBIT
3(i)
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION OF CHESS SUPERSITE CORPORATION
The
undersigned, being the Chief Executive Officer of Chess Supersite Corporation, a Delaware corporation
(“Corporation”),
does hereby certify on behalf of the Corporation as follows:
1. The
following resolution to amend the Certificate of Incorporation of the Corporation was declared advisable and was duly adopted
by written consent of the directors of the Corporation pursuant to the Certificate of Incorporation:
RESOLVED,
that the Certificate of Incorporation of the Corporation be amended by changing Article Four to (i) increase the authorized
shares of Common Stock to 500,000,00; and (ii) establish a class of Preferred Stock to be designated as Series A Preferred Stock
as follows:
ARTICLE
FOUR
The
total number of shares of stock which the Corporation shall have authority to issue is 520,000,000 shares consisting of 500,000,000
shares of Common Stock having a par value of $0.0001 per share and 20,000,000 shares of Preferred Stock having a par value of
$0.0001 per share.
Designation
of Series A Preferred Stock
1,000,000 shares of Preferred Stock having a par value of $0.0001 per share shall be designated
as Series A Preferred Stock
(“Series A Stock”)
. Dividends shall be declared and set aside for any shares of
Series A Stock in the same manner and amount as for the Common Stock. Series A Stock, as a class, shall have voting rights equal
to a multiple of 2X the number of shares of Common Stock issued and outstanding that are entitled to vote on any matter requiring
shareholder approval
(“Voting Multiple”).
Each share of Series A Stock shall be entitled to such number of
votes based on the Voting Multiple and as held at the record date for the determination of stockholders entitled to vote on such
matter or, if no such record date is established, at the date on which notice of the meeting of shareholders at which the vote
is to be taken is marked or the date any written consent of shareholders is solicited if the vote is not to be taken at a meeting.
The Series A Stock shall not vote as a separate class, but shall vote together with the Common Stock on all matters, including
any amendment to increase or decrease the authorized capital stock. Upon the voluntary or involuntary dissolution, liquidation
or winding up of the corporation, the assets of the Corporation available for distribution to its shareholders shall be distributed
to the holders of Common Stock and the holders of the Series A Stock ratably without any preference to the holders of the Series
A Stock.
Subject
to and in compliance with the provisions of this Certificate of Amendment, shares of Series A Stock may, at the option of the
holder, be converted at any time into fully-paid and nonassessable shares of Common Stock at the rate of One Hundred (100) shares
of Common Stock for each One (1) share of Series A Stock
(“Conversion Rate”)
.
Mechanics
of Conversion
. Each holder of Series A Stock who desires to convert the same into shares
of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any
transfer agent for the Series A Stock, and shall give written notice to the Corporation at such office that such holder elects
to convert the same. Such notice shall state the number of shares of Series A Stock being converted. Thereupon, the Corporation
shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common
Stock to which such holder is entitled and shall promptly pay in cash or, to the extent sufficient funds are not then legally
available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as of the date
of such conversion), any declared and unpaid dividends on the shares of Series A Stock being converted. Such conversion shall
be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares
of Series A Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares of Common Stock on such date. Notwithstanding anything to
the contrary in the foregoing, no conversion shall occur until after the 60
th
day following the date that the first
share of Series A Stock is issued
("Original Issue Date")
.
Adjustment
for Stock Splits and Combinations
. If the Corporation shall at any time or from time to time
after the Original Issue Date effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the
Preferred Stock, the Conversion Rate in effect immediately before that subdivision shall be proportionately decreased. Conversely,
if the Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common
Stock into a smaller number of shares without a corresponding combination of the Preferred Stock, the Conversion Rate in effect
immediately before the combination shall be proportionately increased. Any adjustment hereunder shall become effective at the
close of business on the date the subdivision or combination becomes effective.
Adjustment
for Common Stock Dividends and Distributions
. If the Corporation at any time or from time to time after the Original Issue
Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, in each such event the Conversion Rate that is then in effect shall be decreased
as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by
multiplying the Conversion Rate then in effect by a fraction (i) the numerator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of
such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if
such distribution is not fully made on the date fixed therefor, the Conversion Rate shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Rate shall be adjusted pursuant to reflect the actual payment
of such dividend or distribution.
Adjustment
for Reclassification, Exchange and Substitution
. If at any time or from time to time after
the Original Issue Date, the Common Stock issuable upon the conversion of the Series A Stock is changed into the same or a different
number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision
or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere
herein, in any such event each holder of Series A Stock shall have the right thereafter to convert such stock into the kind and
amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders
of the maximum number of shares of Common Stock into which such shares of Series A Stock could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect
to such other securities or property by the terms thereof.
Reorganizations,
Mergers, Consolidations or Sales of Assets
. If at any time or from time to time after the
Original Issue Date, there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination,
reclassification, exchange or substitution of shares provided for elsewhere herein, as a part of such capital reorganization,
provision shall be made so that the holders of the Series A Stock shall thereafter be entitled to receive upon conversion of the
Series A Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number
of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment
in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application
of the provisions of Certificate of Amendment with respect to the rights of the holders of Series A Stock after the capital reorganization
to the end that the provisions of this Certificate of Amendment (including adjustment of the Conversion Rate then in effect and
the number of shares issuable upon conversion of the Series A Stock) shall be applicable after that event and be as nearly equivalent
as practicable.
Automatic
Conversion
.
(
i
)
Each
share of Series A Stock shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Rate,
(a) at any time upon the affirmative vote of all of the holders of the outstanding shares of the Series A Stock, or (b) immediately
upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation in which the gross cash
proceeds to the Corporation (before underwriting discounts, commissions and fees) are at least $10,000,000. Upon such automatic
conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of this Certificate of Amendment.
(
ii
)
Upon the occurrence of the event specified in paragraph (i) above, the outstanding shares of Series A Stock shall be converted
automatically without any further action by the holders of such shares and whether or not the certificates representing such shares
are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares
of Series A Stock are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the
Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory
to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence
of such automatic conversion of the Series A Stock, the holders of Series A Stock shall surrender the certificates representing
such shares at the office of the Corporation or any transfer agent for the Series A Stock. Thereupon, there shall be issued and
delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate
or certificates for the number of shares of Common Stock into which the shares of Series A Stock surrendered were convertible
on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with
the provisions of this Certificate of Amendment.
RESOLVED,
that the officers of the Corporation are hereby authorized and directed to file a Certificate of Amendment to the Certificate
of Incorporation of the Corporation with the Secretary of State of Delaware pursuant to Section 242 of the General Corporation
Law of the State of Delaware and to take such action necessary on behalf of the Corporation to carry out the intent of the foregoing
resolution.
2. The
foregoing resolution was adopted by written consent of the directors of the Corporation in lieu of the meeting of directors in
accordance with the provisions of Section 141 of the General Corporation Law of the State of Delaware.
3. The
foregoing resolution was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware and pursuant to the authority granted to the directors of the Corporation under the Corporation’s Certificate
of Incorporation to provide for the issuance of shares of Preferred Stock and to fix the designation, powers, preferences and
rights of the shares of such series and the qualifications, limitations or restrictions thereof.
IN
WITNESS WHEREOF, this Certificate has been signed this ____ day of ________ 2016.
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CHESS
SUPERSITE CORPORATION
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By:
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Rubin Schindermann,
Chief Executive Officer
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