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
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Check
the appropriate box:
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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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AFTERMASTER, INC.
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(Name
of Registrant as Specified in Charter)
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Payment
of Filing Fee (Check the appropriate box):
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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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Fee
paid previously with preliminary materials.
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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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6671
W Sunset Blvd
Suite
1518
Hollywood,
CA 90028
310-657-4886
February
8, 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 February 8, 2019 (the “
Record Date
”), in
accordance with Rule 14c-2 of the Securities Exchange Act of 1934,
as amended (the “
Exchange Act
”) and the
notice requirements of the Delaware General Corporation Law (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 actions:
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Increasing the
number of authorized shares of Common Stock from two hundred and
fifty million (250,000,000) up to one billion (1,000,000,000)
shares in the sole discretion of the Board (the “
Authorized Share
Increase
”).
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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. The Corporate Actions, as approved by the Written Consent,
will not become effective until 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 February 19,
2019.
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
Chairman &
Chief Executive Officer
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Aftermaster,
Inc.
6671
W Sunset Blvd
Suite
1518
Hollywood,
CA 90028
310-657-4886
February
8, 2019
______________
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
”):
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☐
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Increasing the
number of authorized shares of Common Stock from two hundred and
fifty million (250,000,000) up to one billion (1,000,000,000)
shares in the sole discretion of the Board (the “Authorized
Share Increase”).
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On
February 8, 2019 (the “
Record Date
”), our Board
of Directors (the “
Board
”) approved the
Corporate Actions and submitted the same to certain 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 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 notice of the taking of any corporate action without a
meeting to all shareholders who were entitled to vote upon the
action but who have not consented to the action. Under Delaware
law, the Company’s shareholders (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 February
19, 2019. This Information Statement contains a brief summary of
the material aspects of the actions approved by the Board and the
Majority Stockholders, which holds a majority of the voting capital
stock of the Company.
Common Stock
As of
February 8, 2019, there were issued and outstanding 169,233,185
shares of Common Stock (with the holder of each share having one
vote), 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), 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 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 the votes of shares representing
at least 429,549,738votes, is 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 total number of shares 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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Name of Majority Stockholder
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Number of Series H Preferred Stock Held
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Number of Shares of Series H Preferred Stock that
Voted
in Favor of the Actions
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Percentage of the Voting Equity
that Voted in Favor of the Actions (1)
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Larry
Ryckman (2)
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1
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1
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40
%
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Mark
Depew (3)
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1
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1
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40
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Total
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2
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2
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80
%
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(1)
Based on
169,233,185 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 and
outstanding as of February 8, 2019.
(3)
Senior VP Finance
& Director.
ACTIONS
TO BE TAKEN
The
Corporate Actions will become effective on the date that we file a
Certificate of Amendment to the Company’s Articles of
Incorporation, as amended, (an “
Amendment
”), with the
State of Delaware increasing our authorized common stock. We intend
to file an Amendment with the State of Delaware promptly after the
twentieth (20
th
) day following the
date on which this Information Statement is mailed to the
Stockholders.
INCREASE
AUTHORIZED SHARES OF COMMON STOCK
The
Board of Directors and the Majority Stockholders of the Company
have approved the filing of amendment(s) to our Articles of
Incorporation to increase the number of authorized shares of our
Common Stock from two hundred and fifty million (250,000,000)
shares up to one billion (1,000,000,000) shares,
in the sole discretion of the Board of
Directors
. The Board of Directors believes increasing our
authorized shares of Common Stock is necessary and advisable in
order to maintain our financing and capital raising
ability.
The
purpose of the increase in authorized Common Stock is to increase
the number of shares of our 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 which our Board of Directors may determine are in the
best interests of the Company.
An
increase in authorized Common Stock will not have any immediate
effect on the rights of existing stockholders, but may have a
dilutive effect on our existing stockholders if additional shares
are issued. An 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 but 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 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.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information regarding the
beneficial ownership of our voting securities (Common Stock and
Series C Preferred Stock) as of February 8, 2019, of (i) each
person known to us to beneficially own more than 5% of our stock,
(ii) our directors, (iii) each named executive officer, and
(iv) all directors and named executive officers as a group. As
of February 8, 2019, there were a total of 169,233,185 shares of
Common Stock issued and outstanding, and 2 shares of Series H
Preferred Stock issued and outstanding.
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 February 8, 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 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 is: c/o Aftermaster, Inc., 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 (2)
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5,768,172
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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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Larry
Ryckman (3)
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8,756,987
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5.17%
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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
Weintraub (4)
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1,917,684
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1.13%
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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 (5)
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3,909,470
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2.31%
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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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20,352,313
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11.61%
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Series
H Preferred Stock
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Larry
G. Ryckman (3)
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1
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50.00%
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20202
Pacific Coast Highway, #5
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Malibu,
California 90265
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Series
H Preferred Stock
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Mark
Depew (5)
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1
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50.00%
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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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100.00%
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________________
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(1)
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Applicable
percentages of ownership are based on 169,233,185 shares of our
Common Stock and 2 shares of Series H Preferred Stock issued and
outstanding as of February 8, 2019. Beneficial ownership is
determined in accordance with rules of the Securities and Exchange
Commission and means voting or investment power with respect to
securities. Shares of our Common Stock issuable upon the exercise
of stock options exercisable, or convertible securities
convertible, currently or within 60 days of February 8, 2019, are
deemed outstanding and to be beneficially owned by the person
holding such option for purposes of computing such person’s
percentage ownership, but are not deemed outstanding for the
purpose of computing the percentage ownership of any other
person.
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(2)
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CFO
& Director.
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(3)
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CEO
& Director.
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(4)
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Director.
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(5)
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Senior
VP Finance & Director.
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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 10-K and 10-Q, 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:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended June 30,
2018;
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(2)
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Annual
Report on Form 10-K for the fiscal year ended June 30,
2017;
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(3)
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Quarterly Report on
Form 10-Q for the quarter ended September 30, 2018;
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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 14c-2 of the
Exchange Act. Please carefully read this Information
Statement.
By
Order of the Board of Directors
/s/ Larry
Ryckman
Larry
Ryckman
Chairman &
Chief Executive Officer
Dated: February
8, 2019
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