Information Statement - All Other (definitive) (def 14c)
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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:
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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
STEALTH TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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None required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth amount on which filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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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 the filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
STEALTH TECHNOLOGIES, INC.
801 West Bay Drive, Suite 470
Largo, Florida 33770
727-330-2731
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
To the Stockholders of STEALTH TECHNOLOGIES, INC.:
The accompanying Information Statement is being furnished to the holders ("Stockholders") of shares of the common stock, par value $0.001 per share ("Common Stock"), of Stealth Technologies, Inc., a Nevada Corporation (the "Company" or "Stealth"). The Board of Directors (the "Board") is not soliciting your proxy and you are requested not to send us a proxy. The purpose of this Information Statement is to notify you that on August 31, 2017, the Company received written consent in lieu of a meeting of Stockholders (the "Written Consent") from holders of shares of voting securities representing approximately 93.65% of the total issued and outstanding shares of voting stock of the Company (the "Majority Stockholders") and a unanimous written consent of the Board to approve the following:
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the proposal to affect a reverse stock split of our outstanding common stock on a one (1) share for fifteen (15) shares basis, (the "Reverse Stock Split").
The Reverse Stock Split is more fully described in the accompanying Information Statement. The elimination of the need for a special meeting of stockholders to approve the Reverse Stock Split is made possible by Sections 78.320 and 78.390 of Nevada Revised Statutes (the "NRS"), which 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, may be substituted for such a special meeting. Pursuant to the NRS, a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Reverse Stock Split. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders that the Reverse Stock Split be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice of the action taken. The accompanying Information Statement is being furnished to all of our stockholders in accordance with Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated by the U.S. Securities and Exchange Commission thereunder, solely for the purpose of informing our Stockholders of the actions taken by the Written Consent before they become effective.
Pursuant to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the Reverse Stock Split can become effective is twenty (20) calendar days after this Information Statement is first sent or given to the Stockholders.
This is not a notice of a special meeting of stockholders and no stockholder meeting will be held to consider any matter which is described herein.
THE ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED TO STOCKHOLDERS ON OR ABOUT SEPTEMBER 10, 2017. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
September 7, 2017
By Order of the Board of Directors,
BRIAN McFADDEN
Brian McFadden
Director and Chief Executive Officer
