UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Amendment
No. 1
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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DIRECTVIEW
HOLDINGS, INC.
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(Name
of Registrant as Specified In Its Charter)
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Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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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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2)
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Aggregate
number of securities to which transaction applies:
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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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DirectView
Holdings, Inc.
21218
Saint Andrews Blvd., Suite 323
Boca
Raton, FL 33433
(561)
750-9777
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934
APPROXIMATE DATE OF MAILING: July 25,
2018
To
the Holders of Common Stock of DirectView Holdings, Inc.:
This Information Statement is first being
mailed on or about July 25, 2018 to the holders of record of the outstanding common stock, $0.0001 par value per share
(the “
Common Stock
”) of DirectView Holdings, Inc., a Nevada corporation (the “
Company
”),
as of the close of business on June 29, 2018 (the “
Record Date
”), to inform the stockholders of actions already
approved by written consent of the majority stockholder holding 52.33% of the voting equity. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), the proposals will not be effective until
at least 20 calendar days after the mailing of this Information Statement to our stockholders and holders of the Company’s
preferred stock. Therefore, this Information Statement is being sent to you for informational purposes only.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
following action was authorized by written consent of the holders of a majority of our outstanding voting stock:
shareholders’ approval of
an amendment to the Company’s Certificate of Incorporation increasing the number of shares of Common Stock the Company is
authorized to issue from 1,000,000,000 to 4,000,000,000 as provided for herein (the “Increase in Authorized Shares”).
On July 2, 2018, one shareholder, holding
52.33% of the votes of the outstanding shares of Common Stock, based on ownership of 51 shares of Series A Preferred Stock
and 5,264,703 shares of Common Stock, consented in writing to the matters described herein. As a result, these matters
were approved by the majority required by law and no further votes will be needed.
The
enclosed information statement contains information pertaining to the matter acted upon.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at www.attisind.com.
This
is not a notice of a meeting of shareholders and no shareholders’ meeting will be held to consider the matters described
herein. This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described
herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
ACCORDINGLY,
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NO
PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.
This
Information Statement will serve as written notice to shareholders of the Company pursuant to Section 615(c) of the Nevada Revised
Statutes.
By
Order of the Board of Directors,
Roger
Ralston
Chief
Executive Officer, Chairman
July
25, 2018
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF DIRECTVIEW HOLDINGS, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
DirectView
Holdings, Inc.
21218
Saint Andrews Blvd., Suite 323
Boca
Raton, FL 33433
(561)
750-9777
INFORMATION
STATEMENT
(Preliminary)
July
25, 2018
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This Information Statement has been filed
with the Securities and Exchange Commission (the “
SEC
”) and is being sent, pursuant to Section 14C of the Exchange
Act, to the holders of record as of June 29, 2018 (the “
Record Date
”) of common stock, par value $0.0001
per share (the “
Common Stock
”), of DirectView Holdings, Inc., a Nevada corporation (the “
Company
,”
“
we
,” “
our
” or “
us
”), to notify the Common Stockholders of the following:
On July 2, 2018, the Company received a written
consent in lieu of a meeting by the holders of 52.33% of the voting power of the Common Stock, including shares of preferred
stock (the “
Majority Stockholder
”) authorizing the following action:
●
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shareholders’ approval
of an amendment to the Company’s Certificate of Incorporation increasing the number
of shares of Common Stock the Company is authorized to issue from 1,000,000,000 to 4,000,000,000
as provided for herein (the “Increase in Authorized Shares”).
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On
July 2, 2018, the Company’s Board of Directors (the “
Board
”) approved the Increase in Authorized Shares
and recommended for approval to the Majority Stockholder the Shareholder Approval.
On July 2, 2018, the Majority Stockholder
approved the Shareholder Approval by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes.
Accordingly, your consent is not required and is not being solicited.
We will commence mailing the notice to the
holders of Common Stock, warrant holders and holders of the Company’s preferred stock on or about July 25, 2018.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
The
following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock held by the Majority Stockholder,
the number of shares of Series A Preferred held by the Majority Stockholders, the total number of votes that the Majority Stockholder
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 Majority Stockholder
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Number of Shares of Common Stock held
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Number of Shares of Series A Preferred held
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
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Roger Ralston
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5,264,703
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51
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207,372,552
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207,372,552
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52.33
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%
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TOTAL
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5,264,703
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51
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207,372,552
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207,372,552
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52.33
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%
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ACTIONS:
SHAREHOLDERS’ APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF SHARES
OF COMMON STOCK THE COMPANY IS AUTHORIZED TO ISSUE FROM 1,000,000,000 TO 4,000,000,000 AS PROVIDED FOR HEREIN.
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholder.
The
Shareholder Approval will become effective on the date that is twenty (20) calendar days after the mailing of this information
statement.
We
currently expect that such effective date will be on or about August 15, 2018.
INTERESTS
OF CERTAIN PERSONS IN MATTERS ACTED UPON
The
Company’s current controlling shareholder, Roger Ralston, is the holder of 5,264,703 shares of Common Stock, and 51 shares
of Series A Preferred Stock, or approximately 52.33% of the shares of Common Stock currently issued and outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of July 2, 2018, certain information regarding beneficial ownership of our Common Stock (a) by
each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, Series
A preferred stock, (b) by each director of the Company, (c) by the named executive officers (determined in accordance with Item
402 of Regulation S-K) and (d) by all of our current executive officers and directors as a group.
We
have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”).
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of Common Stock, Series A Preferred
Stock, that they beneficially own, subject to applicable community property laws.
Applicable
percentage ownership is based on 194,190,392 shares of Common Stock outstanding as of July 2, 2018. In computing the number of
shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding
all shares of Common Stock subject to options held by that person or entity that are currently exercisable or that will become
exercisable within 60 days of the date hereof. In addition, as of the date hereof, 51 shares of Series A Preferred Stock, were
outstanding. We did not deem such options or shares of Preferred Stock outstanding, however, for purposes of computing the percentage
ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o
DirectView Holdings Inc., 21218 Saint Andrews Blvd., Suite 323, Boca Raton, FL 33433.
Name of Beneficial Owner (1)
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Shares of
Series A
Preferred
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Percent of
Series A
Preferred (2)
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Shares of
Common
Stock
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Percent of
Common
Stock (2)
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Roger Ralston
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51
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100
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%
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5,264,703
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2.71
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%
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Chief Executive Officer, President, Chairman
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Michele Ralston
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0
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0
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%
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3,000
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*
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%
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Chief Financial Officer, Secretary, Treasurer and Director
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All officers and directors as a group (2 persons)
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51
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100
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%
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5,267,703
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2.71
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%
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All officers, directors and 5% holders as a group (2 persons)
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51
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100
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%
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5,267,703
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2.71
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(1)
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The
address for each officer and director is 21218 Saint Andrews Blvd., Suite 323, Boca Raton, FL unless otherwise noted.
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(2)
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Calculated
on the basis of 194,190,392 shares outstanding on July 2, 2018.
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*
represents less than 1%
AMENDMENT
TO COMPANY’S CERTIFICATE OF INCORPORATION
INCREASE
OF AUTHORIZED SHARES
The holder of at least a majority of the voting
equity of the Company, on July 2, 2018, authorized the increase of our shares of authorized Common Stock from 1,000,000,000 to
4,000,000,000.
The holder of at least the majority of outstanding
shares of our Common Stock believes that it is advisable and in the best interests of the Company and its shareholders effect
an Increase of Authorized Shares in order to provide additional shares that could be issued for raising of additional equity capital
or other financing activities, or the exercise of stock options and warrants and to provide additional shares that could be issued
in an acquisition or other form of business combination and to better position the Company for future trading should a transaction
be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro rata basis to existing
stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting rights.
THERE
CAN BE NO ASSURANCE THAT A SUITABLE BUSINESS OPPORTUNITY WILL BE EFFECTED FOLLOWING THE COMPLETION OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK.
The
Increase in Authorized Shares will be effected by filing the Restated Certificate with the Secretary of State of Nevada which
is expected to occur approximately twenty (20) days after the mailing of this Information Statement. The Increase in Authorized
Shares will become effective upon such filing.
EFFECTS
OF AMENDMENT
The
following table summarizes the principal effects of the Increase in the Authorized Shares:
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Pre-Increase
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Post-Increase
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Common Shares
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Issued and Outstanding
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194,190,392
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194,190,392
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Authorized
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1,000,000,000
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4
,000,000,000
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POTENTIAL
ANTI-TAKEOVER EFFECTS OF THE INCREASE IN AUTHORIZED SHARES
The
implementation of the Increase in Authorized Shares will have the effect of increasing the proportion of unissued authorized shares
to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares could
be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal
of the Board, including a transaction that may be favored by a majority of our shareholders or in which our shareholders might
receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further
stockholder approval, the Board could issue and sell shares, thereby diluting the stock ownership of a person seeking to effect
a change in the composition of our Board or to propose or complete a tender offer or business combination involving us and potentially
strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.
Although
an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover
effect, the proposed amendments to our Certificate of Incorporation is not in response to any effort of which we are aware to
accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences.
The
Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant
to Rule 13e-3under the Securities Exchange Act of 1934, as amended. Moreover, we are currently not engaged in any negotiations
or otherwise have no specific plans to use the additional authorized shares for any acquisition, merger or consolidation.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS 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 DirectView Holdings Inc., 21218 Saint Andrews Blvd., Suite 323, Boca Raton, FL 33433.
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.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning
the effects of the Shareholder Approval and statements using terminology such as “expects,” “should,”
“would,” “could,” “intends,” “plans,” “anticipates,” “believes,”
“projects” and “potential.” Such statements reflect the current view of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. Known and unknown risks, uncertainties and other factors
could cause actual results to differ materially from those contemplated by the statements.
In
evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially
from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this
Information Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference
in this Information Statement, which provide examples of risks, uncertainties and events that may cause our actual results to
differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not
described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of
the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement
as representing our views as of any date after the date of this Information Statement. You should carefully review the information
and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, 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 SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street,
N.E., Washington, DC 20549. 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.
A
copy of any public filing is also available, at no cost, by writing to DirectView Holdings, Inc. 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.
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.
You should rely only on the information contained in, or incorporated by reference as an exhibit to, this Information Statement.
We have not authorized anyone else to provide you with different information. You should not assume that the information in this
Information Statement is accurate as of any date as is expressly set forth herein.
By
Order of the Board of Directors
Roger
Ralston
Chairman
and Chief Executive Officer
Dated:
July 25, 2018
Exhibit
A
FORM
OF CERTIFICATE OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
DIRECTVIEW HOLDINGS, INC., AS AMENDED
1.
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Name
of the Corporation:
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DirectView
Holdings, Inc.
2.
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The
articles have been amended as follows (provide article numbers, if available):
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Section
3 has been removed entirely and replaces as follows.
Section
1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is four billion five
million (4,005,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred
Stock,” with all such shares having a par value of $0.0001 per share. The total number of shares of Common Stock that the
Corporation shall have authority to issue is five million (5,000,000) shares. The Preferred Stock may be issued in one or more
series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof.
The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights,
and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution
of the board of directors pursuant to Section 3 of this Article III.
3.
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The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: .
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4.
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Effective
date of filing (optional): Upon filing
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5.
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Officer
Signature (Required):
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Roger
Ralston, Chief Executive Officer
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