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Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[_] Confidential, for use of the Commission Only (as permitted by Rule 14c-
5(d)(2)
[X] 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 26, 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 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 Split"). Dr. Edmund Sun, Oregon Power Lending Institution
and Hyundai Electronics Industries Company, Ltd., together holding an
an aggregate of 55.1% shares of Common Stock as of the record date indicated
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.
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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 39,293,301shares of Common Stock. Each share outstanding entitles the
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 date on
which this Information Statement is being 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 shares. 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
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 Compamy 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 , to the shates availabel 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
remain at 5,000,000 Preferred Shares, $.0001 par value per share). but the
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
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
of Common Stock will be reduced, his pro rata interest in the Company and
in its shares outstanding stock, will remain the same. In all respects
other than the number of shares outstanding, the shares of New Common Stock
shares outstanding, the shares of New Common Stock will be identical to
the shares of Old Common Stock.
