SCHEDULE 14C INFORMATION STATEMENT
(Pursuant to Regulation 14C of the Securities
Exchange Act of 1934 as amended)
3PEA INTERNATIONAL, INC.
1700 W. Horizon Ridge Parkway, Suite 200
Henderson, Nevada 89012
WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Notice of Written Consent of Shareholders
in Lieu of
Special Meeting of Shareholders
This Information Statement is
being furnished by 3PEA International, Inc., a Nevada Corporation (the “
Company
”),
to the holders of record (the “
Stockholders
”) of the outstanding
common stock, $0.001 par value per share (the “
Common Stock
”)
as of the close of business on March 4, 2019 (the “
Record Date
”),
pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the "
Exchange Act
").
This Information Statement relates to a written consent in lieu of a meeting, dated March 4, 2019 (the “
Written
Consent
”) of stockholders of the Company owning common shares that represent a majority
of the outstanding votes of the capital stock of the Company as of the Record Date (the “
Consenting
Stockholders
”).
The Written Consent authorized an amendment to our Amended and
Restated Articles of Incorporation to change our name to “PaySign, Inc.” (the “
Amendment
”).
The Written Consent constitutes
the consent of a majority of the votes at any meeting of stockholders, and is sufficient under the Nevada Revised Statutes, and
the Company’s Amended and Restated Articles of Incorporation to approve the Amendment. Accordingly, the Amendment is not
presently being submitted to the Company’s other Stockholders for a vote. The action by Written Consent will become effective
on the date of filing of the Certificate of Amendment that the Company will file with the Nevada Secretary of State to effect the
Amendment (the “
Effective Date
”).
This is not a notice of a meeting of Stockholders and no Stockholders
meeting will be held to consider the matters described herein. This Information Statement is being furnished to you solely for
the purpose of informing Stockholders of the matters described herein pursuant to Section 14(c) of the Exchange Act and the regulations
promulgated thereunder, including Regulation 14C. Except as otherwise indicated by the context, references in this information
statement to “Company,” “we,” “us,” or “our” are references to 3Pea International,
Inc.
By Order of the Board of Directors,
/s/ Mark Newcomer
Mark Newcomer, Chief Executive Officer
GENERAL INFORMATION
This Information Statement is being first mailed on or about
March __, 2019, to Stockholders of the Company by the board of directors to provide material information regarding corporate actions
that have been approved by the Written Consent of the Consenting Stockholders.
Only one Information Statement is being delivered to two or
more Stockholders who share an address unless we have received contrary instruction from one or more of such Stockholders. This
practice known as “householding” is intended to reduce the Company’s printing and postage costs. We will promptly
deliver, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to
which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement,
or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports,
or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy,
please so instruct us by writing to the corporate Chief Executive Officer at the Company’s executive offices at the address
specified above.
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 THE AMENDMENT OF OUR CERTIFICATE
OF INCORPORATION.
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.
AUTHORIZATION BY THE BOARD OF DIRECTORS
AND THE CONSENTING STOCKHOLDERS
Under Title 78 of the Nevada Revised Statutes, any action that
can be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a
vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in
writing. The approval of the Amendment requires the affirmative vote or written consent of a majority of the issued and outstanding
shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may
properly come before the stockholders.
On the Record Date, we had 46,731,912 shares of Common Stock
issued and outstanding with the holders thereof being entitled to cast one vote per share.
On March 4, 2019, our board of directors (the “
Board
of Directors
”) unanimously adopted resolutions approving the Amendment and recommended that the Stockholders approve
the Amendment. In connection with the adoption of this resolution, the Board of Directors elected to seek the written consent of
the holders of a majority of our outstanding shares in order to reduce associated costs and implement the proposals in a timely
manner. Pursuant to Section 78.320 of the Nevada Revised Statutes (“
Nevada Law
”), the Consenting Stockholders
voted in favor of the Amendment in a written consent dated March 4, 2019. The Consenting Stockholders are the record or beneficial
owner of 24,911,553 shares of Common Stock, which represented 53.3% of the total votes entitled to be case at any meeting of Stockholders.
No consideration was paid for the consents. The Consenting Stockholders names, affiliations with the Company and beneficial holdings
are as follows:
|
Name of Beneficial Owner
|
Common Stock
|
Percent of Total Votes
|
|
Mark Newcomer*
|
8,810,000
|
18.9%
|
|
Daniel Spence*
|
8,310,000
|
17.8%
|
|
Anthony DePrima**
|
2,745,163
|
5.9%
|
|
Arthur de Joya***
|
2,000,000
|
4.3%
|
|
Christopher Newcomer ****
|
1,600,000
|
3.4%
|
|
Rex Burnett***
|
790,000
|
1.7%
|
|
Joan Herman*
|
400,000
|
0.9%
|
|
Brian Polan***
|
256,390
|
0.5%
|
|
Total
|
24,911,553
|
53.3%
|
________________
|
|
*
|
Director and Officer of the Company
|
|
|
**
|
Retired Director and Officer of the Company
|
|
|
***
|
Employee or Independent Contractor of the Company
|
|
|
****
|
Former Officer and Brother of Mark Newcomer
|
Accordingly, the Company has obtained all necessary corporate
approvals in connection with the Amendment. The Company is not seeking written consent from any other Stockholders, and the other
Stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. This
Information Statement is furnished solely for the purposes of advising Stockholders of the action taken by written consent and
giving Stockholders notice of such actions taken as required by the Exchange Act.
The Company will, when permissible following the expiration
of the 20-day period mandated by Rule 14c-2 and the provisions of Nevada Law, file the Amendment with the Nevada Secretary of State’s
Office. The Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20 days
after this Information Statement is first mailed to Stockholders.
DESCRIPTION OF THE COMPANY'S CAPITAL
STOCK
The authorized capital stock of the Company consists of 150,000,000
shares of Common Stock, par value $0.001 per share, and 25,000,000 shares of Preferred Stock, par value $0.001 per share. There
were 46,731,912 shares of Common Stock and no shares of Preferred Stock outstanding as of the Record Date.
Common Stock
Each outstanding share of Common Stock is entitled to one vote,
either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders. Holders
of our Common Stock:
|
|
·
|
have equal ratable rights to dividends from funds legally available
therefore, if declared by our Board of Directors,
|
|
|
·
|
are entitled to share ratably in all our assets available for distribution
to holders of common stock upon our liquidation, dissolution or winding up;
|
|
|
·
|
do not have preemptive, subscription or conversion rights or redemption
or sinking fund provisions;
|
|
|
·
|
are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote at all meetings of our stockholders and for directors.
|
All of our outstanding shares of Common Stock are validly issued,
fully paid and non-assessable.
Preferred Stock
Our Board, without further stockholder approval, may issue Preferred
Stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications,
limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series
of Preferred Stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights,
redemption provisions, sinking fund provisions and other matters. Our Board may authorize the issuance of Preferred Stock, which
ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our Board
can fix limitations and restrictions, if any, upon the payment of dividends on our common stock to be effective while any shares
of Preferred Stock are outstanding.
Our Board had not authorized any series of Preferred Stock.