This
Information Statement is being mailed on or about May 5, 2008
to
the holders of record at the close of business May 1, 2008 (the “Record
Date”)
of
common stock, $.001 par value per share (“Common
Stock”)
of
Cyberspace Vita, Inc., a Nevada corporation (the “Company”),
in
connection with the change of control and composition of the Board of Directors
of the Company (the “Board
of Directors”)
as
contemplated by the Stock Purchase Agreement, (the “Stock
Purchase Agreement”)
dated
as of April 15, 2008 and effective as of May 5, 2008 (the “Closing Date”), by
and among the Company, Henry C. Casden (the “Seller”) and Fountainhead Capital
Management Limited (the “Purchaser”).
The
transactions contemplated by the Stock Purchase Agreement were consummated
on
May 5, 2008.
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934 (the “Exchange
Act”)
and
Rule 14f-1 promulgated thereunder. This Information Statement is being provided
solely for informational purposes and not in connection with a vote of the
Company’s shareholders.
A
copy of
the Stock Purchase Agreement was filed with the Securities and Exchange
Commission (“SEC”)
as an
exhibit to a Current Report on Form 8-K on May 5, 2008.
WE
ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE COMPANY’S
SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION
STATEMENT.
CHANGE
OF CONTROL
On
April15, 2008 , the Seller entered into the Stock Purchase Agreement with the
Purchaser, pursuant to which the Seller agreed to sell to the Purchasers
4,000,000 shares of the Company’s common stock (the “Shares”)
for a
purchase price (the “Purchase
Price”),
in
the aggregate, of $400,000. The sale represents a change of control of the
Company and the Shares acquired by the Purchaser represents approximately 80.8%
of the issued and outstanding capital stock of the Company calculated on a
fully-diluted basis. As of the Record Date, the Company had approximately
4,951,000 shares of Common Stock outstanding. Holders of shares of the Common
Stock are entitled to one vote per share on all matters for which the
shareholders are entitled to vote.
Upon
the signing of the Stock Purchase Agreement, the members of our Board of
Directors submitted their resignations and appointed Mr. Geoffrey Alison, as
the
sole director of the Company. The resignation of the directors of the Company
will become effective on the 10th
day following the mailing of this information statement to the stockholders
of
the Company (the “Effective
Date”).
The appointment of Mr. Alison,
assole
director will become effective on the Effective Date.
To
the
best of our knowledge, except as set forth in this Information Statement, the
incoming directors are not currently directors of the Company, do not hold
any
position with the Company nor have been involved in any transactions with the
Company or any of our directors, executive officers, affiliates or associates
that are required to be disclosed pursuant to the rules and regulations of
the
SEC. To the best of our knowledge, none of the officers or incoming or existing
directors of the Company have been the subject of any bankruptcy petition filed
by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years
prior
to that time, been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses), been subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
such person’s involvement in any type of business, securities or banking
activities or been found by a court of competent jurisdiction (in a civil
action), the SEC or the Commodity Futures Trading Commission to have violated
a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial
ownership of our Common Stock immediately before and after the closing of the
transactions contemplated by the Stock Purchase Agreement by (i) each person
who
is known by us to beneficially own more than 5% of our Common Stock; (ii) each
of our officers and directors; and (iii) all of our officers and directors
as a
group.
Unless
otherwise specified, the address of each of the persons set forth below is
in
care of Cyberspace Vita, Inc., 122 Ocean Park Blvd. Suite 307, Santa Monica,
CA90405.
Name,
Position and Address of Beneficial Owner (1)
Before
Closing of the Stock Purchase Agreement (2)
After
Closing of the Stock Purchase Agreement (3)
Amount
and Nature ofBeneficial
Ownership
Percent
of
Common
Stock
Amount
and Nature ofBeneficial
Ownership
Percent
of
Common
Stock
Henry
C. Casden, President, CEO, Secretary and Director
4,000,000
80.8%
0
*
Eleano
Yarbray, Director
0
*
0
*
Fountainhead
Capital Management Ltd.
1
Portman House, Hue Street
St.
Helier, Jersey JE4 5RP
0
*
4,000,000
80.8%
All
officers and directors as a group (1 person named above)
4,000,000
80.8%
0
*
*
less
than 1%.
(1) Beneficial
Ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Each of the beneficial owners listed above has direct
ownership of and sole voting power and investment power with respect to the
shares of our common stock.
(2) A
total
of 4,951,000 shares of Company common stock are considered to be outstanding
pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Owner above, any
options exercisable within 60 days have been included in the
denominator.
(3) Based
on
4,951,000 shares of the Company’s Common Stock that are outstanding after the
consummation of the Stock Purchase Agreement.
2
Changes
in Control
There
are currently no arrangements which may result in a change in control of the
Company.
DIRECTORS
AND EXECUTIVE OFFICERS
Prior
to
the consummation of the Stock Purchase Agreement, the Board of Directors
consisted of two (2) members, Henry C. Casden and Eleanor Yarbray, who were
elected to serve until their successors were duly elected and qualified or
until
the next annual meeting of the Company’s stockholders. The directors submitted
their letters of resignation to be effective on the Effective Date and Mr.
Alisonhas
been
appointed as the succeeding director of the Company effective on the Effective
Date.
At the
Closing Date, the Board of Directors appointed the new executive officers as
listed below.
The
name
of the current officer and director of the Company and the incoming directors
and officers, as well as certain information about them are set forth below:
Name
Age
Position
Henry
C. Casden (1)
63
Director,
Chief Executive Officer, President and Secretary
Eleanor
Yarbray (1)
60
Director,
Chief Financial Officer and Treasurer
Geoffrey
Alison(2)
35
President,
Secretary and Director,
__________________
(1) Current
director until the Effective Date.
(2) As
President, Treasurer and Secretary, effective on the Closing Date. As Director
effective on the Effective Date.
Henry
C. Casden
-
Henry
Casden has served as the Chief
Executive Officer, President, Secretary of the Company from October 1, 2007
until the Closing Date. Mr. Casden will continue to serve as Director until
the
Effective Date. Mr. Casden has been a practicing attorney for 38 years, and
the
President and Chief Operating Officer of a real estate development company
for
12 years.
Eleanor
Yarbray - Eleanor
Yarbray has been the Chief
Financial Officer and Treasurer of the Company from November 7, 2006 until
the
Closing Date. Ms. Yarbray will continue to serve as Director until the Effective
Date.
Geoffrey
Alison
- Geoffrey
Alison has been registered with the National Association of Securities Dealers
since 1999 and has worked as a General Securities Principal for various
securities firms including Stock USA, Inc. (January 1999 - October 2001) and
Assent, LLC (November 2001 - August 2004). From September 2004 through the
present date, Mr. Alison has been a registered General Securities Principal
with
ECHOtrade, a Philadelphia Exchange member firm, as a securities trader for
his
own capital and benefit. From July 2003 through January 2005, he served as
Chief
Financial Officer, Secretary and a director of Intrac, Inc. (OTCBB:ITRD); from
January 2005 through January 2006, he served as President, Secretary and a
director of Cape Coastal Trading Corporation (OTCBB:CCTR) and he has served
as
President, Treasurer, Secretary and a director of Travel Hunt Holdings,
Inc. (OTCBB:TVHT) since August 2007. In October, 2002, Mr. Alison
co-created Greenvest Industries, Inc. which manufactures pet products under
the
brand name Happy Tails Pet Beds. Mr. Alison is currently President and CEO
of
Greenvest Industries, Inc.
3
Family
Relationships
There
are
no family relationships among our directors or officers.
Except
with respect to the Stock Purchase Agreement, none of the Company’s directors or
officers, nor any incoming director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 10% of the voting rights
attached to the Company’s outstanding shares, nor any of the Company’s
promoters, nor any relative or spouse of any of the foregoing persons has any
material interest, direct or indirect, in any transaction for the past two
years
or in any presently proposed transaction to which the Company was or is to
be
party and the amount involved exceeded or exceeds the lesser of $120,000 or
one
percent of the average of our total assets at year-end for the last two
completed fiscal years, and in which any related person had or will have a
direct or indirect material interest (other than compensation described under
“Executive
Compensation”).
None
of the Company’s directors or officers, nor any incoming director is indebted to
the Company.
BOARD
OF DIRECTORS’ MEETINGS AND COMMITTEES
The
Company presently does not have an audit committee, compensation committee
or
nominating committee or committee performing similar functions, as the
management of the Company believes that until this point it has been premature
at the early stage of the Company’s management and business development to form
an audit, compensation or nominating committee. However, the new management
of
the Company plans to form an audit, compensation and nominating committee in
the
near future. The Company envisions that the audit committee will be primarily
responsible for reviewing the services performed by the Company’s independent
auditors and evaluating its accounting policies and system of internal controls.
The Company envisions that the compensation committee will be primarily
responsible for reviewing and approving the Company’s salary and benefits
policies (including stock options) and other compensation of the Company’s
executive officers. Until these committees are established, these decisions
will
continue to be made by the Board of Directors. Although the Board of Directors
has not established any minimum qualifications for director candidates, when
considering potential director candidates, the Board of Directors considers
the
candidate’s character, judgment, skills and experience in the context of the
needs of the Company and the Board of Directors.
The
Company does not have an audit committee charter or a charter governing the
nominating process. The members of the Board of Directors, who perform the
functions of a nominating committee, are not independent because they are also
officers of the Company. The determination of independence of directors has
been
made using the definition of “independent director” contained under Rule
4200(a)(15) of the Rules of Financial Industry Regulatory Authority.
There
has not been any defined policy or procedure requirements for stockholders
to
submit recommendations or nomination for directors. The Board of Directors
does
not believe that a defined policy with regard to the consideration of candidates
recommended by stockholders is necessary at this time because, given the early
stages of the Company’s development, a specific nominating policy would be
premature and of little assistance until the Company’s business operations are
at a more advanced level.
During
fiscal year 2007, the Board of Directors met on two occasions and have acted
by
written consent. The Company did not hold an annual meeting in 2007.
The
Board
of Directors doe not currently provide a process for shareholders to send
communications to the Board of Directors because management of the Company
believes that until this point it has been premature to develop such processes
given the limited liquidity of the common stock of the Company. However, the
new
management of the Company may establish a process for shareholder communications
in the future.
4
EXECUTIVE
COMPENSATION
The
following table sets forth information with respect to compensation paid by
the
Company to its Chief Executive Officer and Chief Financial Officer during the
two most recent fiscal years. The Company did not have any other highly
compensated executive officers with annual salary and bonus in excess of
$100,000 per year.
Annual
Compensation
Long-Term
Compensation
Name
And
Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Non-Equity
Incentive Plan Compensation
($)
Nonqualified
Deferred Compensation Earnings
All
Other
Compensation
($)
Henry
C. Casden
Chief
Executive Officer, Director
2006
-
-
-
-
-
-
2007
-
-
-
-
-
-
Eleanor
Yarbray
Chief
Financial Officer, Director
2006
-
-
-
-
-
-
2007
-
-
-
-
-
-
Compensation
of Directors
The
Company does not currently pay its directors for attending meetings of the
Board
of Directors. The Company does not have a standard arrangement pursuant to
which
its directors are compensated for any services provided as a director or for
committee participation or special assignments.
Bonuses
and Deferred Compensation
The
Company does not have any bonus, deferred compensation or retirement plan.
The
Company does not have a compensation committee; all decisions regarding
compensation are determined by the Board of Directors.
Stock
Option and Stock Appreciation Rights
The
Company does not currently have a Stock Option Plan or Stock Appreciation Rights
Plan. No stock options or stock appreciation rights were awarded during the
fiscal year ended December 31, 2007.
Employment
Agreements
No
person
has entered into any employment or similar agreement with the Company. It is
not
anticipated that the Company will enter into any employment or similar agreement
unless in conjunction with or following completion of a business
combination.
Section
16(a) of the Exchange Act, as amended, requires the Company’s directors and
executive officers, and persons who own more than 10% of the Company’s equity
securities which are registered pursuant to Section 12 of the Exchange Act,
to
file with the SEC initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports they file.
5
Based
solely upon a review of the Forms 3, 4 and 5 (and amendments thereto) furnished
to the Company for the fiscal year ended December 31, 2007, the Company has
determined that one of the Company’s directors, Henry C. Casden, did not comply
with applicable Section 16 requirements by filing a Form 3 upon his appointment
as officer and director of the Company on October 1, 2007. Mr. Casden filed
a
Form 3 and Form 5 on March 27, 2008. Other than the foregoing, we have
determined that all officers and greater-than-10% beneficial owners complied
with all applicable Section 16 filing requirements.
NO
STOCKHOLDER ACTION REQUIRED
This
Information Statement is being provided for informational purposes only, and
does not relate to any meeting of stockholders. Neither applicable securities
laws, nor the corporate laws of the State of Nevada require approval of the
shares contemplated by the Share Purchase Agreement. No
vote or other action is being requested of the Company’s stockholders. This
Information Statement is provided for informational purposes
only.
This
Information Statement has been filed with the Securities and Exchange Commission
and is available electronically at www.sec.gov.
