UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check
the appropriate box:
☒
Preliminary
Information Statement
☐
Confidential, for
use of the Commission only (as permitted by Rule
14c5(d)(2))
☐
Definitive
Information Statement
Aftermaster, Inc.
(Name of Registrant
As Specified In Charter)
Payment of Filing
Fee (Check the appropriate box):
☐
Fee computed on
table below per Exchange Act Rules 14c5(g) and
011.
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 011 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum
aggregate value of transaction:
☐
Fee paid previously
with preliminary materials.
☐
Check box if any
part of the fee is offset as provided by Exchange Act Rule
011(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:
Aftermaster,
Inc.
6671
W Sunset Blvd
Suite
1518
Hollywood,
CA 90028
December
__, 2019
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholder:
This
notice and the accompanying Information Statement are being
distributed to the holders of record (the “Shareholders”) of the
voting capital stock of Aftermaster, Inc., a Delaware corporation
(the “Company”), as of the
close of business on December __, 2019 (the “Record Date”), in
accordance with Rule 14c2 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the
notice requirements of the General Corporation Law of the State of
Delaware (the “DGCL”). The purpose of
this notice and the accompanying Information Statement is to notify
the Shareholders of actions approved by our Board of Directors (the
“Board”) and taken by
written consent in lieu of a meeting by the holders of a majority
of the voting power of our outstanding capital stock as of the
Record Date (the “Written
Consent”).
The
Written Consent approved the following action:
●
Increasing the
number of authorized shares of the Company’s common stock up
to 5,000,000,000 shares at any time in the future in the
Board’s sole discretion (the “Authorized Share
Increase”); and
●
At the
Board’s discretion, effecting a reverse stock split of the
Company’s issued and outstanding shares of common stock at a
reverse stock split ratio the Board deems appropriate in its sole
discretion at any ratio
up to one-for-Thousand (1:1,000) as determined by the Board (the
“Reverse Stock
Split”) (the Authorized Share Increase and Reverse
Stock Split collectively the “Corporate
Actions”).
The
Written Consent is the only shareholder approval required to effect
the Corporate Actions under the DGCL, our Articles of
Incorporation, as amended, or our Bylaws. No consent or proxies are
being requested from our shareholders, and our Board is not
soliciting your consent or proxy in connection with the Corporate
Actions. Corporate Actions will not become effective until at least
20 calendar days after the accompanying Information Statement is
first mailed or otherwise delivered to the Shareholders. We expect
to mail the accompanying Information Statement to the Shareholders
on or about January __, 2020.
Important Notice Regarding the Availability of
Information Statement Materials in Connection with this Schedule
14C: We will furnish a copy of this Notice and Information
Statement, without charge, to any shareholder upon written request
to the address set forth above, Attention: Corporate
Secretary.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
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Sincerely,
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/s/ Larry Ryckman
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Larry
Ryckman
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Chief Executive
Officer
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Aftermaster,
Inc.
6671
W Sunset Blvd
Suite
1518
Hollywood,
CA 90028
______________
INFORMATION
STATEMENT
[Preliminary]
_____________
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A
PROXY. INTRODUCTION
This
Information Statement advises the shareholders of Aftermaster, Inc.
(the “Company,”
“we,”
“our”
or “us”) of the approval of
the following corporate actions (collectively the
“Corporate
Actions”):
●
Increasing the
number of authorized shares of the Company’s common stock up
to 5,000,000,000 shares at any time in the future in the sole
discretion of the Company’s Board of Directors (the
“Board”
and such authorized share increase the “Authorized Share
Increase”); and
●
At the
Board’s discretion, effecting reverse stock split of the
Company’s issued and outstanding shares of common stock at a
reverse stock split ratio the Board deems appropriate in its sole
discretion at any ratio
up to one-for-three-Thousand (1:1,000) as determined by the Board
(the “Reverse Stock
Split”).
On
December 31, 2019 (the “Record Date”), our Board
approved the Corporate Actions and submitted the same to the
holders of our Series H Preferred Stock. On the same date, the
holders of a majority of the voting power of the outstanding
capital stock of the Company (the “Majority Stockholders”)
executed and delivered to us a written consent in lieu of a meeting
(the “Written
Consent”) approving the Corporate
Actions.
Section
228 of the General Corporation Law of the State of Delaware (the
“DGCL”)
provides that the written consent of the holders of outstanding
shares of voting capital stock having not less than the minimum
number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted can approve an action in lieu of conducting
a special stockholders' meeting convened for the specific purpose
of such action. The DGCL, however, requires that in the event an
action is approved by written consent, a company must provide
prompt notice of the taking of any corporate action without a
meeting to the stockholders of record who have not consented in
writing to such action and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the
action were delivered to a company. Under Delaware law,
shareholders of the Company (the “Stockholders”) are not
entitled to dissenters’ rights with respect to the Corporate
Actions.
In
accordance with the foregoing, we intend to mail a notice of
Written Consent and this Information Statement on or about
January__, 2020. This Information Statement contains a brief
summary of the material aspects of the actions approved by the
Board and the Majority Stockholders, which hold a majority of the
voting capital stock of the Company.
Common & Preferred Stock
As of
December 31, 2019, there were 363,036,110 shares of Common Stock
(with the holder of each share having one vote per share), 15,500
shares of Series A Preferred Stock (with the holder of each share
having 0.03 votes per share), 2,585,000 shares of Series A-1
Preferred Stock (with the holder of each share having one vote per
share), 3,500 shares of Series B Preferred Stock (with the holder
of each share having 0.07 votes per share), 13,404 shares of Series
C Preferred Stock (with the holder of each share having 0.01 votes
per share), 130,000 shares of Series D Preferred Stock (with the
holder of each share having no voting rights), 275,000 shares of
Series E Preferred Stock (with the holder of each share having no
voting rights), 2 shares of Series H Preferred Stock (with the
holders of those shares having in the aggregate four times the
number of votes of all other outstanding shares of capital stock of
the Company), and 86,640 shares of Series P Preferred Stock (with
the holder of each share having 0.01 votes per share). Pursuant to
Section 228 of the DGCL, at least a majority of the voting equity
of the Company or at least 809,351,282 votes (out of approximately
1,618,702,562 total votes comprised of 347,043,013common stock
votes, 465 Series A Preferred Stock votes, 2,585,000 Series A-1
Preferred Stock votes, 245 Series B Preferred Stock Votes,
approximately 134 Series C Preferred Stock votes, 1,294,962,050
Series H Preferred Stock votes and approximately 866 Series P
Preferred Stock votes), were required to approve the Corporate
Actions by written consent. The Majority Stockholders, who hold 2
shares of Series H Preferred Stock (which entitles the holders in
the aggregate to approximately 80% of the total votes associated
with the voting equity of the Company), have voted in favor of the
Corporate Actions, thereby satisfying the requirement under Section
228 of the DGCL that at least a majority of the voting equity vote
in favor of a corporate action by written consent.
The
following table sets forth the name of the Majority Stockholders,
the number of shares of common stock and Series H Preferred Stock
held by the Majority Stockholders, the total number of votes that
the Majority Stockholders voted in favor of the Corporate Actions,
and the percentage of the issued and outstanding voting equity of
the Company voted in favor thereof.
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Percentage of the Voting
Equity
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Name of Majority Stockholder
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Shares of Common Stock held
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Shares of Series H Preferred Stock held
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Votes held by such Stockholder
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Voted
in favor of the Actions
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that Voted in
favor of the
Action (1)
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Larry
Ryckman
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13,781,096
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1
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145,208,451
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158,989,547
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43.80%
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Mark
Depew
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7,478,831
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1
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145,208,451
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152,687,282
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42.06%
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Total
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21,259,927
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2
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290,416,902
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311,676,829
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85.86%
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(1)
Based on
363,036,110 shares of common stock, 15,500 shares of Series A
Preferred Stock, 2,585,000 shares of Series A-1 Preferred Stock,
3,500 shares of Series B Preferred Stock, 13,404 shares of Series C
Preferred Stock, 130,000 shares of Series D Preferred Stock,
275,000 shares of Series E Preferred Stock, 2 shares of Series H
Preferred Stock, and 86,640 shares of Series P Preferred Stock
considered issued and outstanding as of December 31,
2019.
ACTIONS
TO BE TAKEN
The
Corporate Actions will become effective on the date that we file
Certificate(s) of Amendment to the Company’s Articles of
Incorporation, as amended, (the “Amendment(s)”), with the
State of Delaware effecting the Corporate Actions. We intend to
file Amendment(s) with the State of Delaware promptly after the
twentieth (20th) day following the
date on which this Information Statement is mailed to the
Stockholders.
AUTHORIZED SHARE INCREASE
The
Board of Directors and the Majority Stockholders of the Company
have approved the filing of an amendment to the Company’s
Articles of Incorporation to increase the number of authorized
shares of Common Stock up to 5,000,000,000 shares at any time in
the future in the Board’s sole discretion (the
“Authorized Share
Increase”). The Board of Directors believes these
authorized share increases are necessary and advisable in order to
maintain the Company’s financing and capital-raising
ability.
The
purpose of the increases in the Company’s authorized common
stock is to increase the number of shares of the Company’s
common stock available for issuance to investors who provide the
Company with funding required to continue operations, and/or to
persons in connection with potential acquisition transactions,
warrant or option exercises and other transactions under which the
Company’s Board of Directors may determine are in the best
interests of the Company.
The
increases in authorized common stock will not have any immediate
effect on the rights of existing stockholders but will have a
dilutive effect on the Company’s existing stockholders when
additional shares are issued. This increases in the authorized
number of shares of common stock and any subsequent issuance of
such shares could have the effect of delaying or preventing a
change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could
(within the limits imposed by applicable law) be issued in one or
more transactions which would make a change in control of the
Company more difficult, and therefore less likely. Management use
of additional shares to resist or frustrate a third-party
transaction favored by a majority of the independent stockholders
would likely result in an above-market premium being paid in that
transaction. Any such issuance of the additional shares of Company
common stock would likely have the effect of diluting the earnings
per share and book value per share of the Company’s
outstanding shares of common stock, and such additional shares
could be used to dilute the stock ownership or voting rights of a
person seeking to obtain control of the Company. The Board is not
aware of any attempt to take control of the Company and has not
presented this proposal with the intention that the Authorized
Share Increase be used as a type of antitakeover device. Any
additional common stock, when issued, would have the same rights
and preferences as the shares of common stock presently
outstanding. Any additional common stock so authorized will be
available for issuance by the Board for stock splits or stock
dividends, acquisitions, raising additional capital, conversion of
Company debt into equity, stock options, or other corporate
purposes. The Company has no other plans for the use of any
additional shares of common stock. The Company does not anticipate
that it would seek authorization from the stockholders for issuance
of such additional shares unless required by applicable law or
regulations. The Board will determine the ratio of any Reverse
Stock Split based on the market conditions at the time it is
implemented.
REVERSE STOCK SPLIT
The
Board has approved a reverse stock split of all the outstanding
shares of the Company’s common stock at an exchange ratio
determined by the Board and up to 1 post-split share for 1,000
pre-split shares (1:1,000) at the Board’s discretion (the
“Reverse Stock
Split”), and an amendment to the Company’s
Articles of Incorporation to effect such Reverse Stock Split. As
part of the Reverse Stock Split, the Board will not reduce its
authorized common or preferred stock. As stated above, the holders
of shares representing a majority of the voting securities of the
Company have given their written consent to the Reverse Stock
Split.
The
Board will have discretion to select any exchange ratio up to 1 for
1,000 when effecting the Reverse Stock Split. Assuming the Board
elects to complete either a 1:30 or a 1:1,000 reverse stock split,
(i) the number of shares of common stock issued and outstanding
immediately prior thereto will be reduced from approximately
363,036,110 shares (assuming this number of shares outstanding as
of December 27, 2019, are outstanding immediately prior thereto) to
approximately 12,101,204 shares of common stock (1:30 reverse stock
split ratio) or 363,036 shares of common stock (1:1,000 reverse
stock split ratio), and (ii) proportionate adjustments will be made
to the per-share exercise price and the number of shares covered by
outstanding options and warrants, if any, to buy common stock, so
that the total prices required to be paid to fully exercise each
option and warrant before and after the Reverse Stock Split will be
approximately equal. Except for adjustments that may result from
the treatment of fractional shares, which will be rounded up to the
nearest whole number, each shareholder will beneficially hold the
same percentage of common stock immediately following the Reverse
Stock Split as such shareholder held immediately prior to the
Reverse Stock Split.
As part
of the Reverse Stock Split, the number of authorized shares of
common stock will not be reduced. The Reverse Stock Split will have
the result of creating newly authorized shares of common stock.
This increase in the authorized number of shares of common stock
and any subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without
further action by the stockholders. Shares of authorized and
unissued common stock could (within the limits imposed by
applicable law and stock exchange regulations) be issued in one or
more transactions which would make a change in control of the
Company more difficult, and therefore less likely. Management use
of additional shares to resist or frustrate a third-party
transaction favored by a majority of the independent stockholders
would likely result in an above-market premium being paid in that
transaction. Any such issuance of the additional shares of common
stock would likely have the effect of diluting the earnings per
share and book value per share of outstanding shares of common
stock, and such additional shares could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of
the Company. The Board is not aware of any attempt to take control
of the Company and has not presented this proposal with the
intention that the Reverse Stock Split be used as a type of
antitakeover device. Any additional common stock when issued, would
have the same rights and preferences as the shares of common stock
presently outstanding. Any additional common stock so authorized
will be available for issuance by the Board for stock splits or
stock dividends, acquisitions, raising additional capital,
conversion of Company debt into equity, stock options, or other
corporate purposes. The Company has no other plans for the use of
any additional shares of common stock. The Company does not
anticipate that it would seek authorization from the stockholders
for issuance of such additional shares unless required by
applicable law or regulations.
The
following table summarizes the effects of the Reverse Stock Split
upon the Company’s outstanding common stock, assuming that
(i) there are 363,036,110
shares of common stock outstanding immediately prior to the Reverse
Stock Split, (ii) that the Board chooses a reverse stock split
ratio of 1:30, 1:500, or 1:1,000, and (iii) our authorized common
stock is not reduced.
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Reverse Stock Split Ratio
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Type of Stock
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Number of Shares
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No Split
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Common Stock
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Authorized
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1,000,000,000
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Issued and Outstanding
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363,036,110
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Authorized but Unissued
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636,963,890
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1:30
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Common Stock
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Authorized
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1,000,000,000
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Issued and Outstanding
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12,101,204
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Authorized but Unissued
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987,898,796
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1:500
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Common Stock
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Authorized
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1,000,000,000
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Issued and Outstanding
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726,072
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Authorized but Unissued
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999,273,928
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1:1,000
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Common Stock
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Authorized
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1,000,000,000
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Issued and Outstanding
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363,036
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Authorized but Unissued
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999,636,964
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Reasons for the Reverse Stock Split
The
conversion of debt into common shares of the Company pursuant to
convertible ratcheting promissory notes owing by the Company, has
substantially increased the number of outstanding shares of the
Company and resulted in the Company’s common stock trading at
a share price under $0.01/share. Aside from impairing shareholder
value, the current share price greatly affects the Company’s
ability to raise capital on favorable terms. In addition, on
December 5, 2019, the Company was notified by OTC Markets Group,
Inc., who operates the OTC Link alternative trading system with its
OTC QB and QX trading platforms, that the Company’s share
price is lower than their minimum qualifying price of $0.01/share.
If the price deficiency is not cured by March 4, 2020, the Company
will no longer be eligible for quotation on the OTC QB trading
platform and thereafter will trade on the OTC Pink Sheets until it
requalifies.
The
Company believes that the increased market price of the common
stock expected as a result of implementing a Reverse Stock Split
will allow the Company’s common stock to continue to be
quoted on the OTC QB platform and should improve the marketability
and liquidity of the common stock by encouraging interest and
trading in the common stock. Because of the trading volatility
often associated with low-priced stocks, all brokerage houses and
institutional investors now have internal policies and practices
that either prohibit them from investing in low-priced stocks or
tend to discourage individual brokers from recommending low-priced
stocks to their customers. The vast majority of brokerage firms now
also prohibit clients from depositing share certificates of
micro-cap companies which has caused frustration for our
shareholders and affected our ability to raise capital on favorable
terms. These policy changes have had a dramatic effect on the
Company and its shareholders. Some of those policies and practices
may function to make the processing of trades in low-priced stocks
economically unattractive to brokers. Additionally, because
brokers’ commissions on low-priced stocks generally represent
a higher percentage of the stock price than commissions on
higher-priced stocks, the current average price per share of the
common stock can result in individual shareholders paying
transaction costs representing a higher percentage of their total
share value than would be the case if the share price were
substantially higher. It should be noted that the liquidity of the
common stock may be adversely affected by the Reverse Stock Split
given the reduced number of shares that would be outstanding after
the Reverse Stock Split. The Board anticipates, however, that the
expected higher market price will reduce, to some extent, the
negative effects on the liquidity and marketability of the common
stock inherent in some of the policies and practices of
institutional investors and brokerage houses described
above.
The
Board confirms this transaction will not be the first step in a
series of plans or proposals of a “going private
transaction” within the meaning of Rule 13e-3 of the
Securities Exchange Act of 1934, as amended.
Based
upon the foregoing factors, the Board has determined that the
Reverse Stock Split is in the best interests of the Company and its
shareholders.
Effects of the Reverse Stock Split
Upon
the effectiveness of the Reverse Stock Split, each common
shareholder will beneficially own a reduced number of shares of
common stock. The Reverse Stock Split will affect all of the
Company’s common shareholders uniformly and will not affect
any common shareholder’s percentage ownership interests,
except to the extent that the Reverse Stock Split results in any of
the shareholders owning a fractional share as described herein. The
number of shareholders of record will also not be affected by the
Reverse Stock Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the
beneficial ownership of our common stock and preferred stock as of
December 31, 2019, of (i) each person known to us to beneficially
own more than 5% of any class of our securities, (ii) our
directors, (iii) each named executive officer, and (iv) all
directors and named executive officers as a group. As of December
31, 2019, there were a total of 363,036,110 shares of common stock
considered issued and outstanding, 15,500 shares of Series A
Preferred Stock, 2,585,000 shares of Series A-1 Preferred Stock,
3,500 shares of Series B Preferred Stock, 13,404 shares of Series C
Preferred Stock, 130,000 shares of Series D Preferred Stock,
275,000 shares of Series E Preferred Stock, 2 shares of Series H
Preferred Stock, and 86,640 shares of Series P Preferred Stock and
each share of Series H Preferred Stock has the equivalent of four
times the number of votes of all outstanding shares of capital
stock of the Company. The column titled “Percent of
Class” shows the percentage of the class of voting stock
beneficially owned by each identified party.
The
number of shares beneficially owned is determined under the rules
promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which a
person or entity has sole or shared voting power or investment
power plus any shares which such person or entity has the right to
acquire within sixty (60) days of December 31, 2019, through the
exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or
entity named in the table below has sole voting power and
investment power (or shares such power with that person’s
spouse) with respect to all shares of capital stock listed as owned
by that person or entity, and the address of each of the
stockholders listed below, unless otherwise specified is in care of
the Company at 6671 W Sunset Blvd, Suite 1518, Hollywood,
California, 90028.
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Title of Class
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Beneficial Owner
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Number of Shares
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Percent of Class (1)
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Common
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Mirella Chavez
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12,022,549
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3%
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6323 W Desert Hills Dr.
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Glendale, AZ 85304
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Common
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Lawrence G. Ryckman
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13,781,096
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3.80%
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20202 Pacific Coast Highway, #5
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Malibu, California 90265
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Common
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Arnold S. Weintraub
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3,594,675
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0.99%
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24901 Northwestern Hwy, #311
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Southfield, MI 48075
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Common
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Mark Depew
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7,478,831
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2.06%
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1325 Deerbrooke Trail
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Cheyenne, WY 82009
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Officers and Directors as a Group
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36,877,151
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Series H Preference Stock
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Lawrence G. Ryckman
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1
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40.00%
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20202 Pacific Coast Highway, #5
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Malibu, California 90265
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Series H Preference Stock
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Mark Depew
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1
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40.00%
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1325 Deerbrooke Trail
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Cheyenne, WY 82009
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Officers and Directors as a Group
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2
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ADDITIONAL
INFORMATION
We are
subject to the disclosure requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith, file reports,
information statements and other information, including annual and
quarterly reports on Form 10K and 10Q, respectively,
with the Securities and Exchange Commission (the
“SEC”).
Reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the SEC
at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies
of such material can also be obtained upon written request
addressed to the SEC, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. 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.
The
following documents, as filed with the SEC by the Company, are
incorporated herein by reference:
(1)
Annual Report on
Form 10K for the fiscal year ended June 30,
2019.
(2)
Annual Report on
Form 10K for the fiscal year ended June 30, 2018.
and
(3)
Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30,
2019.
You may
request a copy of these filings, at no cost, by writing
Aftermaster, Inc., 6671 W Sunset Blvd., Suite 1518, Hollywood,
California, 90028, or telephoning the Company at (310) 657-4886.
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.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS 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 Aftermaster, Inc., 6671 W Sunset
Blvd., Suite 1518, Hollywood, California, 90028, or telephoning the
Company at (310) 657-4886.
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.
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 14c2 of the
Exchange Act. Please carefully read this Information
Statement.
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By
Order of the Board of Directors
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/s/ Larry Ryckman
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Larry Ryckman
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Chief Executive Officer & Director
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Dated: December 31, 2019
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