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Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
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
DIGITAL VIDEO SYSTEMS, INC.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and o-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) 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) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DIGITAL VIDEO SYSTEMS, INC.
280 HOPE STREET
MOUNTAIN VIEW, CALIFORNIA 94041
INFORMATION STATEMENT
DATED JULY 15, 1999
REGARDING THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
OF THE OUTSTANDING SHARES OF COMMON STOCK OF
DIGITIAL VIDEO SYSTEMS, INC.
This Information Statement is furnished to the stockholders of
Digital Video Systems, Inc., a Delaware corporation (the "Company"), to
provide information with respect to an action proposed to be taken by
written consent (the "Written Consent") of holders of a majority of the
outstanding shares of the Company's common stock, par value $0.0001 per
share ("Common Stock") entitled to vote on such action.
On July 8, 1999, the Board of Directors of the Company approved
the amendment of the Certificate of Incorporation of the Company to
effect a reverse stock split of all of the outstanding shares of Common
Stock of the Company (the "Reverse Stock Split"). Dr. Edmund Sun,
Oregon Power Lending Institution and Hyundai Electronics Industries
Company, Ltd., together holding an aggregate of 55.1% shares of Common
Stock as of the record date indicated herein, representing more than a
majority of the Company's outstanding stock, have indicated that they
will sign a consent to the action required to effect the proposed
Reverse Stock Split. Accordingly, the Reverse Stock Split, as
described herein, will not be submitted to the other stockholders of
the Company for a vote. This Information Statement is being furnished
to stockholders solely to provide them with information concerning the
Reverse Stock Split in accordance with the requirements of the Securities
Exchange Act of 1934 and the regulations promulgated thereunder.
_______________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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The record date for determining stockholders entitled to receive
this Information Statement has been established as the close of
business on June 30, 1999. On that date, the Company had outstanding
and entitled to vote 39,293,301 shares of Common Stock. Each share
outstanding entitles the holder thereof to one vote.
Under applicable federal securities laws, the transactions
described herein cannot be effected until at least 20 calendar days
after this Information Statement is sent or given to the stockholders
of the Company. The approximate date on which this Information
Statement will be mailed to stockholders is July 26, 1999.
Nasdaq SmallCap Market listing requirements provide that all
companies listed on the Nasdaq SmallCap Market must maintain a minimum
Common Stock market price of $1.00 per share. Over the last few weeks,
the Company's Common Stock has not consistently maintained such
required minimum price. Consequently, the Reverse Stock Split is
intended to raise the price of the Company's Common Stock in order to
meet the Nasdaq listing requirements and avoid delisting. The Board of
Directors, in its discretion, will determine the appropriate number of
outstanding shares of Common Stock (the "Reverse Split Number") to be
combined into a single share of Common Stock at the time the amended
Certificate of Incorporation is filed and the Reverse Stock Split
becomes effective. Such Reverse Split Number will be determined in a
manner calculated to ensure that the Company complies with all Nasdaq
SmallCap Market listing requirements. The Company intends to apply for
listing of the New Common Stock on the Nasdaq SmallCap Market, the same
exchange on which the Old Common Stock is listed.
Upon filing of the proposed amendment to the Company's
Certificate of Incorporation, each fixed number of shares of Common
Stock of the Company (the "Old Common Stock") equal to the Reverse
Split Number issued and outstanding or held in the treasury of the
Company shall be combined, reclassified and changed into one fully paid
and nonassessable share of Common Stock (the "New Common Stock"). Each
holder of record of a certificate for one or more shares of the Old
Common Stock shall be entitled to receive upon surrender of such
certificate, a certificate representing the number of shares of Common
Stock to which the holder shall be entitled pursuant to the Reverse
Stock Split, rounded to the nearest whole number, with .5 being rounded
up. Any certificates for shares of Old Common Stock not so surrendered
shall be deemed to represent one share of New Common Stock for each
such fixed number equal to the Reverse Split Number of Old Common Stock
previously represented by such certificate.
Similarly, the aggregate number of shares of Common Stock
reserved for issuance upon exercise of warrants and options will
decrease proportionately. Each outstanding option or warrant will
automatically become an option or warrant to purchase the number of
shares subject to the option or warrant immediately prior to the
Reverse Stock Split divided by the Reverse Split Number, at an exercise
price which will be proportionately adjusted to reflect the Reverse
Stock Split. In addition, the shares available for issuance under the
Company's stock option and stock purchase plans will be reduced to
reflect the Reverse Stock Split, and the other relevant terms and
provisions of the Company's stock option plans will be appropriately
adjusted.
The Reverse Stock Split will not affect the aggregate par value
of the outstanding shares of Common Stock. The Reverse Stock Split
will not affect the number or par value of the authorized Preferred
Shares (which will remain at 5,000,000 Preferred Shares, $.0001 par
value per share), but the number of shares of Common Stock into which
the Preferred Shares are convertible shall be reduced to the number of
shares into which such shares were convertible prior to the Reverse
Stock Split divided by the Reverse Split Number. No fractional shares
of Common Stock or scrip representing fractional shares shall be issued
upon such combination of the Old Common Stock into shares of New Common
Stock. Instead, the Company shall round the number of shares to be
received to the nearest whole number of shares, with .5 being rounded
up. Although the number of each Stockholder's shares of Common Stock
will be reduced, his pro rata interest in the Company and in its
outstanding stock, will remain the same. In all respects other than
the number of shares outstanding, the shares of New Common Stock will
be identical to the shares of Old Common Stock.
