UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section
14 of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[_] Definitive Information Statement
[_] Definitive Additional Materials
STRATUS MEDIA GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Information Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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[_] Fee paid previously 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.
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NOTICE OF ACTION TO BE TAKEN WITHOUT A MEETING
July __, 2013
Dear Shareholders:
The purpose of this letter and the enclosed Information Statement is to inform you that shareholders holding a majority of the voting power of the common stock of Stratus Media Group, Inc. (the “Company”) have executed a written consent in lieu of a meeting to approve an amendment to our articles of incorporation to increase the number of authorized shares of common stock we may issue from 500,000,000 shares to 1,000,000,000 shares.
Our board of directors has authorized the amendment and shareholders holding a majority of the voting power of our common stock have executed a written consent approving the amendment. The consent we have received constitutes the only shareholder approval required under Nevada corporate law and our articles of incorporation and bylaws, as presently in effect. Pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended, this amendment will not become effective before July __, 2013, which is approximately 21 calendar days after July __, 2013, the date we first mailed the Information Statement to our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of holders of a majority of the voting power of our common stock approving the amendment satisfies all applicable shareholder voting requirements, we are not asking you for a Proxy; please do not send us one. We are furnishing this Information Statement to you solely to inform you of the approval of the amendment by the holders of the voting power of our common stock. No action is required by you.
The Information Statement is for information purposes only — Please read it carefully.
| July __, 2013 |
By Order of the board of directors,
/s/ JEROLD RUBINSTEIN Jerold Rubinstein Chief Executive Officer and Chairman of the Board
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STRATUS MEDIA GROUP, INC.
1800 Century Park East, 6th Floor
Los Angeles, California 90067
INFORMATION STATEMENT
July __, 2013
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
General Information
This Information Statement is being mailed on or about July __, 2013, to the shareholders of record of Stratus Media Group, Inc. (the “Company”), at the close of business on June 28, 2013 (the “Record Date”). This Information Statement is being sent to you for information purposes only. No action is requested or required on your part.
This Information Statement is being furnished to you to inform you that holders of shares representing a majority of the voting power of shares of our securities have adopted, by written consent, resolutions authorizing us to take the following action (the “Proposal”):
Increase in Authorized Shares. To approve and adopt an amendment to the Company’s Articles of Incorporation to increase the number of the authorized shares of the Company’s common stock from 500,000,000 to 1,000,000,000.
We will bear the expenses relating to this Information Statement, including expenses in connection with preparing and mailing this Information Statement and all documents that now accompany or may in the future supplement it. We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Only one Information Statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the Information Statement to a shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of this Information Statement or by calling our principal executive offices at 310.526.8700. If multiple shareholders sharing an address have received one copy of this Information Statement and would prefer us to mail each shareholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this Information Statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.
Forward Looking Statements
This Information Statement and other reports that we file with the SEC contain forward-looking statements about our business containing the words “believes,” “anticipates,” “expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, shareholders are cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, we have no duty to publicly release information that updates the forward-looking statements contained in this Information Statement.
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DISSENTERS’ RIGHT OF APPRAISAL
Under Nevada law and our articles of incorporation and bylaws, no shareholder has any right to dissent to the Proposal, and no shareholder is entitled to appraisal of or payment for their shares of our stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, our authorized capitalization consisted of 500,000,000 shares of common stock (the “Common Stock”), of which 373,616,252 shares were issued and outstanding and 5,000,000 shares of Preferred Stock of which no shares are outstanding.
Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders.
CONSENTING SHAREHOLDERS
The approval of the Proposal requires the consent of the holders of a majority of the voting power of the Common Stock entitled to vote. Section 78.320 of the Nevada Revised Statutes generally provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
In order to eliminate the costs and management time involved in soliciting and obtaining proxies to approve the Actions and in order to effectuate the Actions as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority of the voting power of the Company. Approval of the Proposal was obtained as of June 25, 2013 by written consent of the holders of shares representing a majority of the voting power.
No consideration was paid for the consent of any Consenting Shareholder.
INTERESTS OF CERTAIN PERSONS IN THE PROPOSAL
Except as otherwise described, no director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the Proposal to which is not shared by all other holders of the Company’s Common Stock. See “Stockholdings of Certain Beneficial Owners, Directors and Management.”
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock summarizes the material terms and provisions of the indicated securities. For the complete terms of our Common Stock please refer to our articles of incorporation, and bylaws that we have filed with the SEC.
We are authorized to issue 500,000,000 shares of Common Stock, $0.001 par value per share, and 5,000,000 shares of Preferred Stock.
Common Stock
Voting. Each holder of Common Stock shall have one vote in respect of each share of stock held of record on the books of the corporation for the election of directors and on all matters submitted to a vote of our shareholders.
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Dividends. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the board of directors, out of our assets which are by law available for dividends, dividends payable in cash, property or shares of capital stock.
Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of our affairs, holders of Common Stock shall be entitled, unless otherwise provided by law or our articles of incorporation, including any certificate of designations for a series of preferred stock, to receive all of our remaining assets of whatever kind available for distribution to shareholders ratably in proportion to the number of shares of Common Stock held by them respectively.
Other Rights and Restrictions. Holders of our Common Stock do not have preemptive rights, and they have no right to convert their Common Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of common shareholders are subject to the rights of the shareholders of any series of preferred stock that are issued and outstanding or that we may issue in the future.
Preferred Stock
The preferred stock may be issued in one or more series and our Board of Directors, without further approval from our shareholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock.
APPROVAL OF INCREASE IN SHARES OF COMMON STOCK
Under our Articles of Incorporation as currently in effect, there are 500,000,000 shares of common stock. As of June 28, 2013, 373,616,252 shares of common stock were issued and outstanding. As of that date, there were approximately 42,358,768 shares of our common stock reserved for issuance upon the exercise of outstanding warrants and options.
Our Board of Directors and shareholders holding a majority of the Company’s voting power approved an amendment to our Articles of Incorporation, to increase the shares of common stock that are authorized for issuance by 500,000,000 shares, bringing the total number of common shares authorized for issuance to 1,000,000,000.
The purpose of the proposed increase in the number of authorized shares of common stock is to make additional shares available for issuance by the Company as the Board of Directors deems appropriate or necessary. Based upon our currently available funds, we will have to obtain additional financing in order to fund our ongoing and future business and operations and meet our working capital needs. We currently anticipate that we will seek to raise additional capital through the sale of additional shares of common stock or securities convertible into common stock. Unless our Articles of Incorporation is amended to increase the number of shares of common stock we are authorized to sell, we will not have sufficient authorized shares of common stock available for these purposes. Furthermore, additional authorized shares may be needed in the future in connection with possible acquisitions of other companies, businesses or assets, or in connection with establishing strategic partnerships or other business relationships, or for other corporate purposes. Also, we need additional authorized shares to cover shares issuable upon the exercise or conversion of outstanding options and warrants and in connection with future issuance of such shares.
The Board of Directors does not intend to solicit further shareholder approval prior to the issuance of any authorized shares of common stock, except as may be required by applicable law. Holders of our common stock as such have no statutory preemptive or subscription rights with respect to future issuances of common stock.
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The increase in the authorized number of shares of common stock will not have any immediate effect on the rights of existing shareholders. Any subsequent issuance of such shares could have the effect of delaying or preventing a change-in-control of the Company. Any issuance of additional shares of common stock also could have the effect of diluting any future earnings per share and book value per share of the outstanding shares of our 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. We have no present agreement or commitment, however, to issue any additional shares of common stock other than pursuant to the exercise of outstanding warrants and options.
STOCKHOLDINGS OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of June 28, 2013, the number and percentage of shares of Common Stock beneficially owned, directly or indirectly, by each of our directors, and executive officers, beneficial owners known by the Company of more than five percent of the outstanding shares of our Common Stock and by our directors and executive officers as a group. Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, and does not necessarily indicate ownership for any other purpose, and generally includes voting or investment power with respect to the shares and shares which such person has the right to acquire within 60 days of June 28, 2013.
| Beneficial Owner (a) |
Title of Class of Stock |
Amount and Nature of Beneficial Ownership (b) |
Percent of Class (c) | |||||
| 5% Stockholders: | ||||||||
| River Charitable Remainder Unitrust, West Charitable Remainder Unitrust, Liberty Charitable Remainder Trust, Isaac Blech | Common | 173,095,238 | (d) | 46.3% | ||||
| Paul Feller | Common | 24,255,000 | (e) | 6.5% | ||||
| Directors and Executive Officers: | ||||||||
| Jerold Rubinstein, Chief Executive Officer and Chairman of the Board of Directors | Common | 27,975,000 | (f) | 7.5% | ||||
| Randall Cross, Director | Common | 408,333 | (g) | 0.1% | ||||
| Michael Dunleavy, Sr., Director | Common | 386,667 | (h) | 0.1% | ||||
| Glenn Golenberg, Director and chairman of the Compensation Committee | Common | 765,556 | (i) | 0.2% | ||||
| Seymour Siegel, Director and Chairman of the Audit Committee | Common | 137,500 | (j) | 0.0% | ||||
| John Schneider, Director | Common | 587,500 | (k) | 0.0% | ||||
| John Moynahan, Chief Financial Officer | Common | 1,860,000 | (l) | 0.5% | ||||
| Timothy Boris, General Counsel | Common | 6,300,000 | (m) | 1.7% | ||||
| All Current Directors and Executive Officers as a Group (8 Persons) | 38,420,556 | 10.2% |
| (a) | The address for each Beneficial Owner is c/o Stratus Media Group, Inc., 1800 Century Park East, 6th Floor, Los Angeles, CA 90067 |
| (b) | The persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws. |
| (c) | Based on 373,616,252 shares of outstanding as of June 28, 2013. |
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| (d) | This amount consists of (i) 71,428,571 shares of Common Stock held by Liberty Charitable Remainder Unitrust; (ii) 71,428,571 shares of Common Stock held by West Charitable Remainder Unitrust; (iii) 11,904,762 shares of Common Stock held by River Charitable Remainder Unitrust; and (iv) 18,333,334 shares of Common Stock held by Isaac Blech. Mr. Blech is the sole trustee of each of the Trusts and has the sole voting and dispositive power of each of the Trusts. Mr. Blech disclaims beneficial ownership of the Common Stock owned by each of the Trusts except to the extent of his pecuniary interest therein. This amount does not include 11,904,762 shares held by Miriam Wimpfheimer Blech, Mr. Blech’s wife. Mr. Blech disclaims beneficial ownership of the shares owned by Ms. Blech and Ms. Blech disclaims beneficial ownership of the shares owned by Mr. Blech and the Trusts. |
| (e) | Includes 24,225,000 shares held directly and 2,161,341 shares to be issued for conversion of amounts owed to Mr. Feller related to 2008 and 2009. |
| (f) | Includes 675,000 vested shares of a restricted stock grant related to board service; 2,300,000 vested shares of a stock option granted in connection with employment, and 25,000,000 shares of a stock option grant on March 27, 2013 that vested immediately upon issuance. |
| (g) | Includes vested shares of a restricted stock grant related to board service prior to July 1, 2011 and vested shares of a restricted stock grant related to board service after July 1, 2011. |
| (h) | Includes vested shares of a restricted stock grant related to board service prior to July 1, 2011 and vested shares related to board service after July 1, 2011. |
| (i) | Includes vested shares of a restricted stock grant related to board service prior to July 1, 2011 and vested shares of a restricted stock grant of 900,000 shares related to board service after July 1, 2011. |
| (j) | Includes vested shares of a stock option of 450,000 shares related to board service after August 20, 2012. |
| (k) | Represents vested shares of a restricted stock grant related to advisory board service prior to August 20, 2012 and the vested shares of a restricted stock grant related to board service after August 20, 2012. |
| (l) | Consists of 1,560,000 vested options and restricted stock of 300,000 granted in connection with an employment agreement. |
| (m) | Includes 200,000 vested options related to an employment agreement, 100,000 vested options made August 20, 2012 and 6,000,000 shares of a stock option grant on March 27, 2013 that vested immediately upon issuance. |
PROPOSALS BY SECURITY HOLDERS
As of the date of this Information Statement, no proposals have been received by the Company.
ADDITIONAL INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.
We will provide, upon request and without charge, to each shareholder receiving this Information Statement a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and a copy of our Quarterly Report on Form 10-Q for the three months ended March 31, 2013, including the financial statements, as filed with the SEC. You are encouraged to review the Annual Report, the Quarterly Report and any subsequent information we filed or will file with the SEC and other publicly available information.
| July __, 2013 |
By Order of the board of directors,
/s/ JEROLD RUBINSTEIN Jerold Rubinstein Chief Executive Officer and Chairman of the Board |
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