DEF 14C: Definitive information statements
Published on July 11, 2008
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 18549
SCHEDULE
14C
(Rule
14C-101)
SCHEDULE
14C INFORMATION STATEMENT
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 14a-5(d) (1))
x
Definitive Information
Statement
Versa
Card, Inc.
(Formerly
“Intrepid Global Imaging 3D, Inc.”)
(Exact
name of small business issuer as specified in its charter)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required
¨
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:
¨
Fee
previously paid with preliminary materials.
¨
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:
__________________________________________________________________
Versa
Card, Inc.
1615
Walnut Street
3rd
Floor
Philadelphia,
PA 19103
July
11,
2008
RE: Notice
of
Action by Written Consent of Stockholders
Dear
Stockholder:
We
are
notifying our stockholders of record on December 3, 2007, that the holders
of a
majority of the common stock of Intrepid Global Imaging 3D, Inc., a Delaware
corporation (the “Company”), have approved the following actions by written
consent on December 3, 2007, in lieu of a special meeting:
1. An
amendment to the Company’s certificate of incorporation to effect a 1 for 2
reverse stock split with respect to our outstanding common stock and to effect
a
decrease in the authorized shares of Company common stock from 100,000,000
shares of common stock, $.001 par value, to 50,000,000 shares of common stock,
$.001 par value, with the reverse stock split to be effective on the effective
date of the reverse stock split with the OTCBB; and
2. An
amendment to the Company’s certificate of incorporation to change our corporate
name to Versa Card, Inc.
Under
the
Delaware General Corporation Law and the Company’s bylaws, stockholder action
may be taken by written consent without a meeting of stockholders. The written
consent of the holders of a majority of the Company’s outstanding common stock
is sufficient under the Delaware General Corporation Law and the Company's
bylaws to approve the actions described above. Accordingly, the actions
described above will not be submitted to the other stockholders of the Company
for a vote. This letter is the notice required by Section 228(e) of the Delaware
General Corporation Law.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
An
information statement containing a detailed description of the matters adopted
by written consent in lieu of a special meeting of stockholders accompanies
this
notice. You are urged to read the information statement in its entirety for
a
description of the actions taken by the holders of a majority of the common
stock of the Company.
The
Company will first mail this information statement to stockholders on or about
July 11, 2008.
By
Order
of the Board of Directors
|
/s/
William
Donovan, M.D.,
Secretary
|
July
11,
2008
Versa
Card, Inc.
1615
Walnut Street
3rd
Floor
Philadelphia,
PA 19103
(215)
972-1601
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
We
are
sending you this Information Statement to inform you of actions described in
this Information Statement which have been adopted by the written consent of
the
holders of a majority of the common stock of the Company in lieu of a special
meeting effective December 3, 2007.
Information
about the Action by Written Consent
What
actions were taken by
the written consent of the holders of a majority of the common stock of the
Company in lieu of a special meeting?
The
holders of a majority of the common stock of the Company have taken the
following actions by written consent in lieu of a special meeting effective
December 3, 2007:
1. Approval
of an amendment to the certificate of incorporation to (a)
effect
a 1 for 2 reverse stock split of our outstanding common stock, and (b)
effect
a decrease in the authorized shares of Company common stock from 100,000,000
shares of common stock, $.001 par value to 50,000,000 shares of common stock,
$.001 par value. This action is described on pages 3 through 5 of this
Information Statement; and
2. An
amendment to the Company’s certificate of incorporation to change our corporate
name to Versa Card, Inc. This action is described on page 6 of this Information
Statement.
THE
HOLDERS OF A MAJORITY OF THE COMMON
STOCK OF
THE COMPANY HAVE EXECUTED A WRITTEN CONSENT ACTION ADOPTING AND APPROVING EACH
OF THESE ACTIONS EFFECTIVE DECEMBER
3, 2007. AS SUCH, ADOPTION AND APPROVAL OF THE ACTIONS IS
ASSURED.
How
many votes are required to adopt the actions?
The
approval and adoption of an amendment to the certificate of incorporation to
effect a 1 for 2 reverse stock split with respect to all of the Company's
outstanding common stock, a decrease in the number of authorized shares of
common stock, and to change the name of the Company requires the consent of
the
holders of a majority of the common stock of the Company.
As
of
December 3, 2007, the Company had 49,919,682 shares of common stock outstanding.
The holders of a majority of the common stock of the Company have executed
a
written consent in lieu of a special meeting which was effective on December
3,
2007. As a result all actions described in this Information Statement are
effective as of December 3, 2007 or as soon thereafter as practicable.
-2-
What
is the effect of the 1 for 2 reverse stock split?
The
adoption of a 1 for 2 reverse stock split of common stock will reduce the number
of shares of common stock outstanding by approximately fifty percent (50%)
to
24,959,841 shares of common stock. Each record owner of common stock on the
effective date of the reverse stock split shall own one share of common stock
for every two shares held immediately before the effective date. No fractional
shares shall be issued as a result of the reverse stock split. Any holder of
common stock holding a fractional share shall have such share rounded up to
the
nearest whole share. The 1 for 2 reverse stock split of common stock will be
effective on the effective date of the reverse stock split with the
OTCBB.
Am
I entitled to dissenter's rights?
The
Delaware General Corporation Law does not provide for dissenter's rights for
the
actions to be taken by written consent in lieu of a special meeting, because
any
holder of common stock holding only a fractional share as a result of the
reverse stock split will have such fractional share rounded up to a whole
share.
What
is the effect of reducing the number of authorized shares of common
stock?
The
adoption of the reduction in the number of authorized shares of common stock
was
approved in conjunction with the 1 for 2 reverse stock split. The reduction
will
decrease the number of authorized shares by fifty percent (50%).
Why
is the Company changing its name?
The
Company believes that the new name better reflects the business activities
of
the Company.
Action
1 —
Approval of Amendment to Certificate of Incorporation to
Effect
a 1 for 2 Reverse Stock Split and a Reduction in the Number of Authorized Shares
The
board
of directors and the holders of a majority of the common stock of the Company
have approved an amendment to the Company’s certificate of incorporation to
effect a 1 for 2 reverse stock split of the outstanding common stock on December
3, 2007. Each 2 shares of common stock outstanding immediately prior to the
effective date of the stock split with the OTCBB (“Pre-Split Shares”) will be
converted automatically into one share of common stock (“Post-Split Shares”) on
the effective date of the reverse stock split with the OTCBB. On the effective
date of the reverse stock split, the reverse stock split occur automatically
without any action on the part of holders of common stock and without regard
to
the date certificates representing Pre-Split Shares are physically surrendered
for new certificates. Holders of common stock will hold approximately one-half
as many shares after the reverse stock split compared to the number held before
the reverse stock split. For instance, if a holder of common stock presently
owns 100 shares, after the reverse stock split that holder of common stock
will
own 50 shares. The form of the amendment to the certificate of incorporation
and
a related certificate of correction which effected the reverse stock split
is
attached as Exhibit
A
to this
Information Statement.
-3-
Purpose
and Material Effects of Proposed Reverse Stock Split
The
primary purpose of the reverse stock split of our common stock is to combine
the
outstanding shares of the common stock of the Company into a smaller number
of
shares so that the shares will trade at a higher price per share than their
recent trading prices.
The
reverse stock split will effect all common stock holders uniformly and will
not
effect any common stock holder’s percentage ownership interests in the Company
or proportionate common stock. The principal effects of the reverse stock split
on the common stock outstanding immediately prior to the filing of the amendment
to the certificate of incorporation will be that:
(i) the
number of pre-split shares of common stock issued and outstanding will be
reduced from 49,919,682 shares to approximately 24,959,841 post-split
shares;
(ii) each
two
(2) shares of common stock owned by a common stock holder is automatically
converted, without further action into one (1) share of common
stock.
The
reverse stock split does not effect the par value of the common stock. As a
result, on the effective date of the reverse stock split, the stated capital
on
the Company's balance sheet attributable to the common stock has been reduced
to
one-half of its present amount, and the additional paid-in capital account
has
been credited with the amount by which the stated capital is reduced. The per
share net income or loss and net book value of the common stock has been
increased because there will be fewer shares of common stock outstanding.
Other
Effects of the Reverse Stock Split
While
it
is expected that the reverse stock split will result in an increase in the
market price of the common stock, there can be no assurance that the reverse
stock split will increase the market price of the common stock by a multiple
of
2 or result in the permanent increase in the market price (which is dependent
upon many factors, including performance and prospects). Also, should the market
price of the common stock decline, the percentage decline as an absolute number
and as a percentage of the overall market capitalization may be greater than
would pertain in the absence of a reverse stock split.
Furthermore,
the possibility exists that liquidity in the market price of the common stock
could be adversely affected by the reduced number of shares that would be
outstanding after the reverse stock split. In addition, the reverse stock split
may increase the number of common stock holders who own odd lots, or those
who
own less than 100 shares. Common stock holders who hold odd lots typically
will
experience an increase in the cost of selling their shares, as well as possible
greater difficulty in effecting these sales. Consequently, there can be no
assurance that the reverse stock split will achieve the desired results that
have been outlined above.
Procedure
for Effecting Reverse Stock Split and Exchange of Stock
Certificates
The
Company filed the amendment to its certificate of incorporation with the
Secretary of State of Delaware on January 15, 2008 and a certificate of
correction on April 4, 2008. The reverse stock split is effective on a date
to
be determined by FINRA
(“Stock
Split Effective Date”). Beginning on the Stock Split Effective Date, each
certificate representing Pre-Split Shares will be deemed for all corporate
purposes to evidence ownership of Post-Split Shares. As soon as practicable
after the Stock Split Effective Date, holders of common stock will be notified
that the reverse stock split and the name change have been effected. The
Company's transfer agent will act as exchange agent for purposes of implementing
the exchange of stock certificates. All holders of common stock will be asked
to
surrender to the Company's transfer agent certificates representing the
Pre-Split shares in exchange for certificates representing Post-Split Shares,
Inc., in accordance with the procedures to be set forth in a letter of
transmittal to be sent by the transfer agent. No new certificates will be issued
to any shareholder until the shareholder has surrendered his or her outstanding
certificate(s) together with the properly completed and executed letter of
transmittal to the transfer agent. Stockholders should not destroy any stock
certificate and should not submit any certificates until requested to do so.
If
your shares of common stock are deposited in book entry, your shares will
automatically be converted to reflect the reverse stock split and the name
change without any action on your part.
-4-
Fractional
Shares
To
avoid
the existence of fractional shares of common stock, if a stockholder would
otherwise be entitled to receive a fractional share, the number of shares to
be
received will be rounded up to the next whole share.
No
Dissenter's Rights
Under
the
Delaware General Corporation Law, holders of common stock are not entitled
to
dissenter's rights with respect to the proposed amendment to the Company's
certificate of incorporation to effect the reverse stock split, unless, as
a
result of a reverse split, the number of shares held by a stock holder is
reduced to a fraction of one share and that fraction of a share is acquired
for
cash or scrip. Because the Company will round any such fractional share to
the
next whole share, no holder of common stock will hold less than one share.
This
decision by the Company eliminates dissenter's rights for the reverse stock
split.
Federal
Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material federal income tax consequences
of
the reverse stock split and does not purport to be complete. It does not discuss
any state, local, foreign, or minimum income, or other tax consequences. Also,
it does not address the tax consequences to holders of common stock that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers, and tax-exempt entities. The discussion
is
based on the provisions of the United States federal income tax law as of the
date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that (1) the Pre-Split Shares were, and the Post-Split
Shares will be, held as a “capital asset,” as defined in the Internal Revenue
Code of 1986, as amended (generally, property held for investment); and (2)
the
reverse stock split is not part of a plan to increase, periodically, a common
stock holder's proportionate interest in the assets or earnings of the company.
The tax treatment of a common stock holder may vary depending upon the
particular facts and circumstances of such common stock holder. COMMON STOCK
HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISOR WITH RESPECT TO THE
CONSEQUENCES OF THE REVERSE STOCK SPLIT.
No
gain
or loss should be recognized by a holder of common stock upon the exchange
of
Pre-Split Shares for Post-Split Shares pursuant to the reverse stock split.
The
aggregate tax basis of the Post-Split Shares received in the reverse stock
split
will be the same as the aggregate tax basis in the Pre-Split Shares exchanged
therefor. The holding period for the Post-Split Shares will include the period
during which the Pre-Split Shares surrendered in the reverse stock split were
held.
No
ruling
from the Internal Revenue Service with respect to the matters discussed herein
has been requested. Our beliefs regarding the tax consequence of the reverse
stock split are not binding upon the Internal Revenue Service or the courts,
and
there can be no assurance that the Internal Revenue Service or the courts will
accept the positions expressed above. The state and local tax consequences
of
the reverse stock split may vary significantly as to each common stock holder,
depending upon the state of residence.
-5-
Action
2 — Change of Name
The
board
of directors and the holders of a majority of the common stock of the Company
have approved an amendment to the Company’s certificate of incorporation to
change the name of the Company to Versa Card, Inc. The change of name became
effective upon the filing of the amendment to the Company’s certificate of
incorporation with the Delaware Secretary of State. The decision to change
the
name of the Company to Versa Card, Inc., was based upon the desire of management
for the name of the Company to more accurately reflect the Company's business
purpose as a result of the acquisition of First Versatile Smartcard Solutions
Corporation. The form of the amendment to the certificate of incorporation
which
effected the reverse stock split is attached as Exhibit
B
to this
Information Statement.
Beneficial
Ownership of Principal Stockholders, Directors, and
Management
As
of
December 3, 2007, the Company had 49,919,682 shares of common stock outstanding
for total voting shares of 49,919,682. Holders of common stock and convertible
preferred stock vote together as a single class, with each share of common
stock
and each share of convertible preferred stock being entitled to one vote. The
holders of majority of the common stock of the Company have executed a
stockholder action by written consent in lieu of a special meeting which is
effective on December 3, 2007. As a result all actions described in this
Information Statement will be effected on December 3, 2007 or as soon thereafter
as practicable.
The
table
below shows the amount and class of stock of the Company beneficially owned
as
of December 3, 2007 by each of our directors and executive officers, each person
whom we believe beneficially owns more than 5% of our outstanding voting stock;
and all executive officers and directors as a group. In accordance with the
rules of the Securities and Exchange Commission, beneficial ownership as
disclosed in the table below includes shares currently owned as well as shares
which the named person has the right to acquire beneficial ownership of within
60 days, through the exercise of options.
|
Name
and Address of Beneficial
Owner
1
|
Number
and Class of
Common Shares Beneficially Owned |
Percent
of Class
|
|||||
|
William
R. Dunavant(2)
|
2,000,000
|
|
4.0
|
%
|
|||
|
RichardáSpecht (3)
|
88,000
|
.2
|
%
|
||||
|
Rene Hamouth (4)
|
4,998,669
|
9.9
|
%
|
||||
|
Mackay Group Limited
|
18,000,000
|
36.1
|
%
|
||||
|
All Directors and Officers as a Group (2 persons)
|
2,088,000
|
4.2
|
%
|
||||
(1) If no
address is given, the named individual is an executive officer or director
of
Intrepid Global Imaging 3D, Inc. whose business address is 1615 Walnut Street,
3rd Floor, Philadelphia, PA 19103
-6-
(2)
All
2,000,000 shares are registered in the name of William R. Dunavant Family
Holdings, Inc. Mr. Dunavant’s spouse is the president of William R. Dunavant
Family Holdings, Inc.
(3)
All
88,000 shares are registered in the name of Specht Family Trust. Mr. Specht
is
the trustee of the Specht Family Trust.
(4)
Includes 3,354,665 shares registered in the name of the Hamouth Family Trust,
293,543 shares registered in the name of Ryan Hamouth, and 145,863 shares
registered in the name of Leona Hamouth. Mr. Hamouth is the trustee of the
Hamouth Family Trust.
Other
Matters
No
matters other than those discussed in this Information Statement are contained
in the written consent signed by the holders of a majority of the common stock
of the Company.
| BY ORDER OF THE BOARD OF DIRECTORS |
-7-
EXHIBIT
A
STATE
of DELAWARE
CERTIFICATE
of
AMENDMENT
of
CERTIFICATE
of INCORPORATION
| • |
First:
That
at a meeting of the Board of Directors of VERSA CARD
INC.
|
resolutions
were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable
and
calling a meeting of the stockholders of said corporation for consideration
thereof.
The
resolution setting forth the proposed amendment is as follows:
Resolved,
that the Certificate of Incorporation of this corporation be amended
by
changing the Article thereof numbered “ 4th ” so that, as amended,
said Article shall be and read as follows:
“The
Corporation shall be authorized to change the common stock as
follows:
COMMON STOCK: 50,000,000 @ 0.001”
| • |
Second:
That
thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and
held,
upon notice in accordance with Section 222 of the General Corporation
Law
of the State of Delaware at which meeting the necessary number of
shares
as required by statute were voted in favor of the
amendment.
|
| • |
Third:
That
said amendment was duly adopted in accordance with the provisions
of
Section 242 of the General Corporation Law of the State of
Delaware.
|
| • |
Fourth:
That
the capital of said corporation shall not be reduced under or by
reason of
said amendment.
|
|
BY:
|
/s/ Richard
Specht
|
|
(Authorized Officer)
|
|
|
NAME:
|
Richard Specht
|
|
(Type or Print)
|
|
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:01 PM 01/15/2008
|
|
FILED 06:02 PM 01/15/2008
SRV 080048055 – 2865672 FILE
|
A-1
STATE
OF DELAWARE
CERTIFICATE OF CORRECTION
CERTIFICATE OF CORRECTION
VERSA
CARD, INC.,
a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES
HEREBY CERTIFY:
1. The
name
of the corporation is: VERSA
CARD, INC.
2. That
a
Certificate of Amendment was filed by the Secretary of State of Delaware
on
January 15, 2008 (the “Certificate”), and that said Certificate requires
correction as permitted by Section 103 of the General Corporation Law of
the
State of Delaware.
3. The
inaccuracy or defect of said Certificate is:
The
Stockholders and Directors of the corporation approved a one for two reverse
stock split and a reduction in the number of authorized shares of common
stock
of the Corporation. Said Certificate omitted the provision detailing the
manner
in which the reverse stock split would be carried out.
4. Article
Four of the Certificate is corrected to read as follows:
“FOURTH: The
Corporation is authorized to issue up to Fifty Million (50,000,000) shares
of
Common Stock, par value $.001 (the “Common Stock”). On the
effective date of the reverse stock split with the OTCBB that first occurs
after
the filing of the amendment to this Article Four, each
outstanding share of Common Stock on such date shall automatically and without
any action by the holder or the Corporation be converted into one-half (0.5)
share of Common Stock (the "Post Split Shares"). No fractional shares shall
be
issued as a result of the reverse stock split, and any fraction of a share
resulting from the reverse stock split shall be rounded up to the next whole
share. Certificates representing shares of outstanding Common Stock prior
to the
filing of this amendment to the Certificate
of Incorporation
shall,
on and after the effective date of such reverse stock split with the OTCBB,
represent a number of Post Split Shares determined by dividing the number
of
shares evidenced by such certificate by 2 and rounding any fraction to the
next
whole share."
IN
WITNESS WHEREOF,
said
corporation has caused this Certificate of Correction this 31st
day of
March, 2008.
|
VERSA
CARD, INC.
|
| /s/ R. Dunavant |
|
William
R. Dunavant, President
|
A-2
EXHIBIT
B
|
State
of Delaware
|
|
|
Secretary
of State
|
|
|
Division
of Corporations
|
|
|
Delivered
10:40 AM 12/27/2007
|
|
|
FILED
10:41 AM 12/27/2007
SRV
071364244 – 2865622
FILE
|
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
INTREPID
GLOBAL IMAGING 3D,
INC.
a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES
HEREBY CERTIFY:
FIRST:
That
at a
meeting of the Board of Directors of INTREPID
GLOBAL IMAGING 3D,
INC. resolutions
were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable
and
calling a meeting of the stockholders of said corporation for consideration
thereof
The
resolution setting forth the proposed amendment is as follows:
RESOLVED,
that
the
Certificate of Incorporation of this corporation be amended by changing the
Article thereof numbered “ FIRST ”
so
that, as amended, said Article shall be and read as follows:
THE
NAME
OF THE CORPORATION SHALL BE AS FOLLOWS: VERSA
CARD INC.
SECOND:
That
thereafter, pursuant to resolution of its Board of Directors, a special meeting
of the stockholders of said corporation was duly called and held upon notice
in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD:
That
said
amendment was duly adopted in accordance with the provisions of Section 242
of
the General Corporation Law of the State of Delaware.
FOURTH:
That
the
capital of said corporation shall not be reduced under or by reason of said
amendment.
IN
WITNESS WHEREOF, said
INTREPID
GLOBAL IMAGING 3D,
INC.has
caused this certificate to be signed by Richard
Specht , an
Authorized Officer, this 21st day
of
December,
2007.
|
By:
|
/s/
Richard Specht
|
|
|
Authorized
Officer
|
||
|
Title:
|
Secretary
|
|
|
Name:
|
Richard
Specht
|
|
|
Print
or Type
|
B-1