SCHEDULE
14C
(Rule
14c-101)
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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x
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Definitive
Information Statement
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Feris
International, Inc.
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(Name
of Registrant as Specified in its Charter)
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Payment
of Filing Fee (Check the appropriate box)
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x
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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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¨
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Fee
paid previously with preliminary materials.
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¨
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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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FERIS
INTERNATIONAL, INC.
8439
Sunset Boulevard, 2nd Flr.
Hollywood,
CA 90069
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE
ACTIONS DESFIIBED IN THIS INFORMATION STATEMENT HAVE ALREADY BEEN APPROVED
BY
OUR SHAREHOLDERS. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT
NECESSARY.
This
Information Statement is being furnished to the shareholders of record of Feris
International, Inc. (“FII,”
“we”
or
the
“Company”)
as of
April 30, 2008 (the “Record
Date”)
to
advise them that the Board of Directors and majority shareholders of the Company
have approved two amendments (the “Amendments”)
to our
Articles of Incorporation. The Amendments, when filed with the Nevada Secretary
of State, will: (i) change the name of this company to “Stratus Media
Group, Inc.”; and (ii) create a class of preferred stock (the “Preferred
Stock”)
with
5,000,000 shares of Preferred Stock authorized for issuance. Shareholder
approval was by written consent of two shareholders who own 33,660,000 shares
of
the voting power, representing approximately 61% of the outstanding voting
power
as of the Record Date. This Information Statement is being mailed on or about
May 8, 2008.
A
copy of
the Certificate of Amendment containing the Amendments is attached to this
Information Statement as Appendix A.
Pursuant
to regulations promulgated under the Securities Exchange Act of 1934, as
amended, the Amendments may not be effected until at least 20 calendar days
after this Information Statement is sent or given to our shareholders. We
anticipate that the Amendment will be filed promptly following the 20th day
after this Information Statement is first sent to our shareholders. We will
pay
all costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
Background
On
or
about March 10, 2008, pursuant to an Agreement and Plan of Merger dated as
of
August 20, 2007 (the “Merger Agreement”) by and among the Company, Feris Merger
Sub, Inc. and Patty Linson, on the one hand; and Pro Sports & Entertainment,
Inc. (“PSEI”), on the other hand, the Company issued 49,500,000 shares of its
common stock in exchange (the “Exchange”) for all of the issued and outstanding
shares of PSEI. Pursuant to the terms of the Share Exchange Agreement, there
are
55,000,000 shares of common stock issued and outstanding after giving effect
to
the Exchange. As a result of the Merger, PSEI became a wholly owned subsidiary
of the Company. After the Merger, the sole business of the Company is being
operated through PSEI.
PSEI,
located in Los Angeles, was formed as a California corporation in November
1998.
PSEI is a development stage company that owns or is targeting the acquisition
of
live entertainment companies in the following areas (“Strategic Verticals”):
Action Sports, Auto Shows, College Sports, Concerts & Music Festivals, Food
Entertainment, Diversified Media Marketing, Motor Sports, Running Events, Trade
Shows & Expos, and Talent Management. In addition, the Company has acquired
the Stratus Rewards Visa White Card marketing and redemption platform which
provides benefits to its cardholders for use of the card in the form of luxury
trips, private jet travel, luxury automobiles, high end merchandise and other
rewards for specified levels of use. Assuming PSEI is able to raise appropriate
capital, PSEI intends to operate its current portfolio of live entertainment
events, activate certain existing properties, operate Stratus Rewards and
acquire and aggregate a global platform of live entertainment
events.
1
The
business plan of PSEI is to own and operate 100% of all event revenue rights
and
derive its revenue primarily from ticket /admission sales, corporate
sponsorship, television, print, radio, on-line and broadcast rights fees,
merchandising, and hospitality activities. With additional funding, the
objective of management is to build a profitable business by implementing an
aggressive acquisition growth plan to acquire quality companies, build corporate
infrastructure, and increase organic growth. The plan is to leverage operational
efficiencies across an expanded portfolio of events to reduce costs and increase
revenues. The Company intends to promote the Stratus Rewards card and its events
together, obtaining maximum cross marketing benefit among card members,
corporate sponsors and PSEI events.
Vote
Required
As
discussed in further detail below, the Amendments required the approval of
shareholders holding a majority of the outstanding votes. As of the Record
Date,
we had only one class of voting securities outstanding, consisting of Common
Stock. The holders of the Common Stock are entitled to one vote for each share
of Common Stock.
Meeting
Not Required
Under
Section 78.390 of the Nevada Revised Statutes (the “Nevada
Law”),
an
amendment to our Articles of Incorporation must be proposed by resolution of
the
Board of Directors and be approved of by shareholders holding shares entitling
them to exercise at least a majority of the voting power of the company. Section
78.320 of the Nevada Law provides that, unless otherwise provided in a
corporation’s articles of incorporation or bylaws, actions required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting
if a
written consent thereto is signed by shareholders holding not less than at
least
a majority of the voting power of the company. In order to eliminate the costs
and management time involved in holding a special meeting, our Board of
Directors decided to obtain, and did in fact obtain, the written consent of
shareholders holding approximately 61% of shares outstanding which exceeds
the
requisite number of votes that would be necessary to authorize or take such
action. Our Bylaws, as amended, also permits action to be taken by the written
consent of the shareholders holding not less than at least a majority of the
voting power of the company.
Dissenters
Rights of Appraisal
There
are
no dissenter’s rights of appraisal applicable to this action to adopt the
Amendments.
Security
Ownership of Certain Beneficial Owner and Management
The
following table sets forth certain information, as of March 10, 2008 with
respect to the beneficial ownership of the Company’s outstanding common stock by
(i) any holder of more than five (5%) percent; (ii) each of the named executive
officers, directors and director nominees; and (iii) our directors, director
nominees and named executive officers as a group. Except as otherwise indicated,
each of the stockholders listed below has sole voting and investment power
over
the shares beneficially owned.
2
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Name
of Beneficial Owner
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Common
Stock Beneficially Owned
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Percent
of Common Stock Beneficially Owned (2)
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Paul
Feller
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24,255,000
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44
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%
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Ralph
Feller
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9,405,000
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17
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%
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John
Moynahan (1)
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1,485,000
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2.7
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%
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Bradley
Birkenfeld
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495,000
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.9
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%
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All
officers and directors as a group (3 persons)
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26,235,000
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47.7
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%
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________________
*
Less
than one percent.
| (1) |
CFO
working as a consultant pending the completion of an Employment Agreement
and approval of the Board of
Directors.
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Beneficial
ownership percentages gives effect to the completion of the Exchange,
and
are calculated based on shares of common stock issued and outstanding
(55,000,000). Beneficial ownership is determined in accordance with
Rule
13d-3 of the Exchange Act. The number of shares beneficially owned
by a
person includes shares of common stock underlying options or warrants
held
by that person that are currently exercisable or exercisable within
60
days of March 11, 2008. The shares issuable pursuant to the exercise
of
those options or warrants are deemed outstanding for computing the
percentage ownership of the person holding those options and warrants
but
are not deemed outstanding for the purposes of computing the percentage
ownership of any other person. The persons and entities named in
the table
have sole voting and sole investment power with respect to the shares
set
forth opposite that person’s name, subject to community property laws,
where applicable, unless otherwise noted in the applicable
footnote.
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3
AMENDMENTS
OF THE ARTICLES OF INCORPORATION
The
Amendments will: (i) , change our name to “Stratus Media Group, Inc.”; and
(ii) change our capital structure to add a class of Preferred Stock with
5,000,000 shares authorized.
To
become
effective, the Amendments must be filed with the Nevada Secretary of State.
We
intend to file the Amendments as soon as reasonably practicable following the
20th
day
following the mailing of this Information Statement to our shareholders. The
following summarizes the Amendments.
Name
Change
As
a
result of the Merger, our only business is the business presently conducted
by
PSEI. As described above, one of the principal businesses of PSEI is currently
operated under the name “Stratus Entertainment Inc.” Management believes that
the name “Stratus Media Group Inc.” reflects the broad scope of the Company’s
new business plan.
The
Amendment will change our name to “Stratus Media Group, Inc.” The voting and
other rights that accompany our securities will not be affected by the change
in
our name. Our ticker (trading) symbol, which is currently “FSIT.PK” and the
CUSIP number of our stock will both change as a result of the name change.
After
the name change, shareholders will be permitted to, but need not, exchange
their
certificates to reflect the change in corporate name. However, the existing
certificate will continue to represent shares of our Common Stock as if the
corporate name had not changed. Our transfer agent will issue stock certificates
with the new company name as stock certificates are sent in upon transfers
of
shares by existing shareholders. The transfer agent for the common stock is
Whitney
D. Lund, Standard Transfer & Trust Co., Inc., 2980 S. Rainbow Blvd., Ste
220H, Las Vegas, NV 89146, telephone 702-212-3493.
Creation
of Preferred Stock
Our
Articles of Incorporation do not currently authorize a class of Preferred Stock.
However, we believe that for us to successfully execute our business strategy,
we will need to raise investment capital. While we intend to raise additional
capital through the issuance of Common Stock, it may be preferable or necessary
to issue preferred stock to investors. Preferred stock usually grants the
holders certain preferential rights in voting, dividends, liquidation and/or
other rights in preference over the Common Stock. Accordingly, in order to
grant
us the flexibility to issue our equity securities in the manner best suited
for
the company, or as may be required by the capital markets, the Amendment will
create 5,000,000 authorized shares of “blank check” preferred stock for us to
issue.
Since
we
do not know what the terms of any future series of preferred stock would be,
the
Amendment to our Articles of Incorporation, attached as Appendix A to this
information statement, authorizes the issuance of “blank check” preferred stock.
The term “blank check” refers to preferred stock, the creation and issuance of
which is authorized in advance by the shareholders, and the terms, rights and
features of which are determined by the board of directors upon issuance. The
authorization of such blank check preferred stock would permit our board of
directors to authorize and issue preferred stock from time to time in one or
more series. The Amendment will provide us with increased financial flexibility
in meeting future capital requirements by providing another type of security
in
addition to our Common Stock, as it will allow preferred stock to be available
for issuance from time to time and with such features as determined by the
board
of directors for any proper corporate purpose.
Subject
to the limitations prescribed by law, the board of directors would be expressly
authorized, at its discretion, to determine the number of series into which
shares of Preferred Stock may be divided, to determine the designations, powers,
preferences and voting and other rights, and the qualifications, limitations
and
restrictions granted to or imposed upon the Preferred Stock or any series
thereof or any holders thereof, to determine and alter the designations, powers,
preferences and rights, and the qualifications, limitations and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock or
the
holders thereof, to fix the number of shares of that series and to increase
or
decrease, within the limits stated in any resolution of the board of directors
originally fixing the number of shares constituting any series (but not below
the number of such shares then outstanding), the number of shares of any such
series subsequent to the issuance of shares of that series.
4
Vote
Obtained
The
number of outstanding shares of voting power Common Stock is 55,000,000. The
following individuals owning the number of shares set forth opposite their
names, consented in writing to the Amendment:
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Paul
Feller
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24,255,000
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Ralph
Feller
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9,405,000
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Total
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33,660,000
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Section
78.320 of the Nevada Law provides that, unless otherwise provided in a
corporation’s articles of incorporation or bylaws, actions required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting
if a
written consent thereto is signed by shareholders holding not less than at
least
a majority of the voting power of the company. Our Bylaws requires the same
proportion of votes. Accordingly, the Amendment was duly approved and no further
votes will be needed.
We
are
subject to the information requirements of the Securities Exchange Act of 1934,
as amended, and in accordance therewith file reports and other information,
including current reports on Form 8-K and annual and quarterly reports on Form
10-KSB and Form 10-QSB, with the Securities and Exchange Commission. Reports
and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Securities and Exchange Commission at
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can be obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, DC
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free
of
charge.
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By
Order of the Board of Directors
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/s/
Paul Feller
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Chief
Executive Officer
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5
APPENDIX
A
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR
NEVADA PROFIT CORPORATIONS
(PURSUANT
TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1.
Name
of corporation: Feris International, Inc.
2.
The
articles have been amended as follows:
ARTICLE
I
The
name
of corporation is Stratus Media Group, Inc.
ARTICLE
III
Section
3.1 Authorized Shares. This corporation is authorized to issue two classes
of
stock, designated “Common Stock” and “Preferred Stock.” The number of shares of
Common Stock authorized to be issued is 200,000,000 with a par value of $.001
per share. The number of shares of Preferred Stock authorized to be issued
is
5,000,000 with a par value of $.001 per share.
Section
3.2 Authority of Board of Directors with Respect to Preferred Stock. The Board
of Directors of the corporation is authorized to determine the number of series
into which shares of Preferred Stock may be divided, to determine the
designations, powers, preferences and voting and other rights, and the
qualifications, limitations and restrictions granted to or imposed upon the
Preferred Stock or any series thereof or any holders thereof, to determine
and
alter the designations, powers, preferences and rights, and the qualifications,
limitations and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock or the holders thereof, to fix the number of shares
of
that series and to increase or decrease, within the limits stated in any
resolution of the Board of Directors originally fixing the number of shares
constituting any series (but not below the number of such shares then
outstanding), the number of shares of any such series subsequent to the issuance
of shares of that series.
3.
The
vote by which the shareholders holding shares in the corporation entitling
them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of incorporation
have voted in favor of the amendment is: 33,660,000
of
55,000,000 shares outstanding (61%).
4.
Effective date of filing (optional):
___________________________________
5.
Officer Signature (required): ___________________________________
A-1