Information Statement - All Other (definitive) (def 14c)
July 09 2020 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
(Rule
14c-101)
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box:
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[ ]
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Preliminary
information statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
information statement
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SPARTA
COMMERCIAL SERVICES, INC.
(Name
of Registrant as Specified in Its Charter)
Payment
of filing fee (Check the appropriate box):
[X]
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No fee required.
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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)
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Title of each class of securities to which transaction
applies:
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Common Stock, $.001 par value, per share
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(2)
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Aggregate number of securities to which transaction
applies: 627,092,904
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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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.
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(1)
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Amount previously paid:
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(2)
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Form, schedule or registration statement no.:
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(3)
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Filing party:
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(4)
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Date filed:
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SPARTA
COMMERICAL SERVICES, INC.
INFORMATION
STATEMENT
GENERAL
INFORMATION
General
Sparta
Commercial Services, Inc., a Nevada corporation (the “Company”) is providing this Information Statement (this “Information
Statement”), which is being mailed or furnished on or about July 9, 2020 to the holders of the Company’s common
stock, par value $.001 per share (the “Common Stock”) on such date, as notification that in accordance with the provisions
of Section 78-2055 of the Nevada Revised Statutes holders of a majority of the issued and outstanding shares of Common Stock of
the Company, by means of a written consent in lieu of a special meeting of the stockholders (the “Written Consent”,)
voted in favor of decreasing the number of issued and outstanding shares of Common Stock by effecting a 1 for 100 reverse split
of the Company’s common shares outstanding held by each holder of record of Common Stock at the effective date which shall
occur on the 21st calendar day after the Company files this Form 14(c)2 Information Statement with the Securities and
Exchange Commission (the “Effective Date”) .
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement is being provided pursuant to the requirements of Rule 14c-2 promulgated under Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), to inform holders of the Company’s Common Stock entitled
to vote or give an authorization or consent in regard to the actions authorized by the Written Consent, of the actions to be taken
pursuant to the Written Consent.
Action
by Written Consent
Pursuant
to Section 78.320-2 of the Nevada Revised Statutes, any action that may be taken at a meeting of the stockholders may also be
taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action or actions
so taken, is signed by the holders of outstanding shares of capital stock holding a least a majority of the voting power needed
to approve the action.
Record
Date
The
Board of Directors fixed May 5, 2020 (the “Record Date”) as the record date for determining the stockholders entitled
receive notice of the foregoing action. Only stockholders of record of the Company at the close of business on the Record Date
are entitled to receive this Information Statement.
Date,
Time and Place Information
The
Written Consents, dated between May 9, 2020 and June 12, 2020, executed by the holders of a majority of the outstanding shares
of the Common Stock (the “Majority Stockholders”), have been delivered to the Company’s principal executive
offices at 555 Fifth Avenue, 14th Floor, New York, New York 10017.
Effectiveness
of the Written Consent
In
accordance with the regulations promulgated under the Exchange Act, the authorization of the reverse split may not become effective
until the Effective Date.
Voting
Securities
Common
Stock. On the Record Date, there were 627,092,904 shares of the Common Stock issued and outstanding. Each share of Common Stock
entitles its holder to one vote on the matters put to a vote of the Company’s stockholders.
The
Company’s stockholders entitled to vote were calculated, as of the Record Date, in order to determine the number of shares
of the Common Stock necessary to be voted to approve the reverse split. On the Record Date, the Majority Stockholders owned or
had the right to vote directly or indirectly 441,017,329, shares of the Common Stock, constituting approximately 70.33% of the
shares entitled to be voted in matters to be present to the Company’s stockholders for a vote. All of the Majority Stockholders,
including all of the directors and officers of the Company, cast all of the shares of Common Stock owned by them in favor of the
reverse split.
Security
Ownership of Certain Beneficial Holders and Management
The
table below sets forth information regarding the beneficial ownership of our common stock as of May 5, 2020 by:
each
person known by us to be the beneficial owner of more than 5% of our common stock;
each
of our directors;
each
of our executive officers; and
our
executive officers and directors as a group.
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting and investment power. Under SEC rules, a person
is deemed to be the beneficial owner of securities which may be acquired by such person upon the exercise of options and warrants
or the conversion of convertible securities within 60 days from the date on which beneficial ownership is to be determined. Each
beneficial owner’s percentage ownership is determined by dividing the number of shares beneficially owned by that person
by the base number of outstanding shares, increased to reflect the beneficially-owned shares underlying options, warrants or other
convertible securities included in that person’s holdings, but not those underlying shares held by any other person.
Unless
indicated otherwise, the address for each person named is c/o Sparta Commercial Services, Inc., 555 Fifth Ave, 14th Floor, New
York, New York 10017.
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Number of
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Percentage
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Shares
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Of Class
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Beneficially
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Beneficially
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Name
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Owned
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Owned
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Anthony L. Havens (1)
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259,118
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*
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Kristian Srb
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398,944
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*
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Jeffrey Bean
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103,614
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*
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Sandra L. Ahman
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2,467,865
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*
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All current directors and named officers as a group (4 in all) (1)
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3,229,541
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*
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(1)
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Excludes
approximately 50,000 shares of common stock owned by Mr. Havens’ son held in an irrevocable trust account. Mr. Havens
is not the trustee for his son’s trust account, and does not have the sole or shared power to vote or direct the vote
of such shares. Mr. Havens disclaims beneficial ownership of such shares held in his son’s trust account.
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Includes
4,003,500 vested options, and 2,669,000 options subject to vesting on May 12, 2012, exercisable at $0.025 per share
until May 12, 2015.
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*
Represents less than 1%
ACTION
DECREASE
THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK THE COMPANY
The
Company’s Board of Directors unanimously recommended, and the Majority Stockholders have approved, a reverse split of 1
for 100 shares of the outstanding shares of Common Stock held by stockholders of record on the Effective Date. If, as a result
of the reverse split, a stockholder is left with a fractional share, such fractional share shall be rounded to the nearest whole
share.
Reasons
for the Reverse Split.
The
effect of the reverse split will be a decrease in the number of issued and outstanding shares of the Company’s Common Stock
which will generally cause a corresponding increase in the per share trading price of the common stock. However, because some
investors may view the reverse stock split negatively, there can be no assurance that the market price of the Common Stock will
reflect proportionately the reverse stock split, that any particular price may be achieved, or that any price gain will be sustained
in the future. Company’s management and Board of Directors believe that a higher per share trading price will broaden the
Company’s potential shareholders by making it possible for additional potential shareholders to purchase the stock who are
presently prohibited from doing so by their brokerage firms, which by policy typically will not allow trading in shares trading
below a certain price per share or may charge additional fees for trading the lower priced stock.
By
Order of the Board of Directors
By:
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/s/ Anthony L. Havens
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By:
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Anthony
L. Havens
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Title:
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Chief
Executive Officer
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Dated:
July 9, 2020
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