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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ X ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Vitafort International Corporation
(Name of Registrant as Specified in its Charter)
Vitafort International Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
] 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) Amount previously paid:
2) Form, schedule or registration statement No.:
3) Filing party:
4) Date filed:
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NOTICE OF ACTION OF STOCKHOLDERS BY WRITTEN
CONSENT IN LIEU OF STOCKHOLDERS MEETING
Dear Fellow Stockholders:
On behalf of the Board of Directors and Management of
Vitafort International Corporation (the "Company"), I urge you
to consider and act upon the following proposals which the Board
of Directors recommends that stockholders approve by written
Consent in Lieu of a Stockholder's Meeting. To amend the
Certificate of Incorporation of the Company to change the change
the name of the Company from "Vitafort International
Corporation" to "Visionary Holdings, Inc."
Only stockholders of record at the close of business on
February 11, 2000 (the "Record Date"), will be requested to give
their consent. To be effective, executed consents must signed
dated and received at he office of the Company or its Transfer
Agent. While there is no specific deadline for the giving of
consents, the Company does not intend to seek consents for a
period in excess of sixty days from the first use of this
Consent Statement. Any Stockholder who signs a written consent
may revoke it by a written revocation delivered to the President
of the Company at its offices on or before the such time as the
consents of the holders of a majority of the issued and
outstanding shares has been received by the Company. There will
not be a meeting at which Stockholders may vote in person. If
the proposed action is approved by the written consent of the
holders of the requisite number of shares of Common Stock, then
the Company will file a Certificate of Amendment to its
Certificate of Incorporation to effect the name change and
shareholders will be advised by the issuance of a press release
(or if management deems it advisable, by a mailing to
shareholders relating to the change of name). The address of
the Company is: Vitafort International Corporation, 1800 Avenue
of the Stars - Suite 480, Los Angeles, California 90067.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN COPPOLINO,
PRESIDENT
March 1, 2000
YOUR CONSENT IS IMPORTANT. YOU ARE URGED TO DATE, SIGN AND
RETURN YOUR CONSENT PROMPTLY SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE APPROVAL OF
THE PROPOSED CORPORATE ACTIONS BY THE CONSENT OF THE MAJORITY OF
THE ISSUED AND OUTSTANDING SHARES MAY BE ASSURED. THE PROMPT
RETURN OF YOU CONSENT WILL ALSO AID THE COMPANY IN REDUCING THE
EXPENSE OF CONSENT SOLICITATION, THE GIVING OF SUCH CONSENT DOES
NOT AFFECT YOUR RIGHT TO CHANGE YOUR VOTE BY REVOKING YOUR
CONSENTS IN A SUBSEQUENT WRITING IN ADVANCE OF THE DATE WHEN THE
REQUISITE NUMBER OF CONSENTS HAS BEEN RECEIVED BY THE COMPANY.
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Vitafort International Corporation
1800 Avenue of the Stars - Suite 480
Los Angeles, California 90067
CONSENT STATEMENT
Stockholder Consents are being solicited by the Board of
Directors of Vitafort International Corporation (the "Company")
for use in connection with the taking of an action of
Stockholders by Written Consent in Lieu of a Meeting. This
Consent Statement and form of Consent are being sent to
stockholders on or about March 1, 2000. If the proposed action
is approved by the written consent of the holders of the
requisite number of shares of Common Stock, then the Company
will file a Certificate of Amendment to its Certificate of
Incorporation to effect the name change and shareholders will be
advised by the issuance of a press release (or if management
deems it advisable, by a mailing to shareholders relating to the
change of name).
As of February 11, 2000, the record date, there were
18,127,346 outstanding shares of Common Stock, which is the only
outstanding class of securities of the Company entitled to give
consent to this proposed action. Each outstanding share of
Common Stock is entitled to one vote on the matter to be voted
upon.
Properly executed Consents will be voted in accordance with
the instructions indicated in such Consents. If no instructions
are indicated, such Consents will be voted in favor of the
proposal to amend the Company's Certificate of Incorporation to
change the name of the Company from "Vitafort International
Corporation" to "Visionary Holdings, Inc.".
Any Consents given pursuant to this solicitation may be
revoked at any time prior to the Company receiving Consents from
the holders of a majority of the issued and outstanding shares
of Common Stock, by delivery to the President of the Company of
a written notice of revocation.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
regarding the Company's Common Stock beneficially owned on
February 11, 2000 by: (i) each person who is known by the
Company to own beneficially or exercise voting or dispositive
control over 5% or more of the Company's Common Stock; (ii) each
of the Company's Directors and (iii) all executive officers and
Directors as a group. Except as otherwise indicated, all
stockholders have sole voting and investment power with respect
to the shares listed as beneficially owned by them, subject to
the rights of spouses under applicable community property laws:
Name and Address Number of Shares
of Beneficial Owner of Common Stock Percentage of
Identity of Group Beneficially Owned Beneficial Ownership
Mark Beychok (1) 1,555,625 (2) 5.9%
Benjamin Tabatchnick (1) 100,000 (3) .5%
John Coppolino (1) 493,750 (4) 2.5%
Valerie A. Broadbent (1) 50,000 (5) .2%
Terra Healthy Living, Ltd. 5,733,743 (6) 29.2%
All directors and
officers as a group. 2,199,375 (2)(3)(4) 9.1%
(4 persons) and (5)
(1) The address of these persons is 1800 Avenue of the Stars,
Suite 480, Los Angeles, California 90067.
(2) Includes (i) 62,500 shares underlying a currently
exercisable option with an exercise price of $0.10 per share,
which expires on December 16, 2000; (ii) 15,000 shares
underlying a currently exercisable option with an exercise price
of $0.10 per share which expires on September 29, 1999; (iii)
100,000 shares underlying a currently exercisable option with an
exercise price of $0.10 per share which expires on November 15,
1999; (iv) 150,000 shares underlying the currently exercisable
portion of a stock option, expiring December 16, 2000, which has
an exercise price of $0.10 per share; (v) 403,125 shares
underlying the currently exercisable portion of a stock option,
expiring December 16, 2000, which has an exercise price of $0.10
per share; (vi) 100,000 shares underlying a currently
exercisable option with an exercise price of $0.10 which expires
on June 16, 2002; (vii) 100,000 shares underlying a currently
exercisable option with an exercise price of $.10which expires
on December 31, 2002; and (viii) 225,000 shares underlying a
currently exercisable option with an exercise price of $0.10
which expires September 1, 2002 and does not include 225,000
shares underlying options which are not currently exercisable
with an exercise price of $0.10 expiring September 1, 2002.
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(3) Mr. Tabatchnick holds a currently exercisable option for
the purchase of 50,000 shares at $0.10 granted in 1998. Mr.
Tabatchnick holds a currently exercisable option for an
additional 50,000 shares at $0.10 granted in 1997, and has
entered into a consulting agreement which provides for the
issuance of 50,000 shares, subject to forfeiture if certain
performance standards relating to sales into certain markets are
not met.
(4) Includes (i) 168,750 shares underlying a currently
exercisable option with an exercise price of $0.10 per share,
which expires on December 16, 2000; (ii) 70,000 shares
underlying a currently exercisable option with an exercise price
of $0.10 which expires on June 16, 2002; (iii) 225,000 shares
underlying a currently exercisable option with an exercise price
of $0.10 which expires on September 1, 2002; and does not
include (iv) 75,000 shares with an exercise price of $0.10 which
are not currently exercisable expiring September 1, 2002.
(5) Includes (i) 21,000 shares underlying a currently
exercisable option with an exercise price of $0.085 per share,
which expire on January 29, 2003; (ii) 4,000 shares underlying a
currently exercisable option with an exercise price of $0.085
which expire on October 29, 2003; (iii) 25,000 shares with a
currently exercisable price of $0.085 which expire on October
29, 2003. It does not include 25,000 shares with an exercise
price of $.085, which are not currently exercisable, expiring
October 29, 2003.
(6) Includes 500,000 shares underlying an option with an
exercise price of $.25 per share which expires in December 2004.
Includes 2,000,000 shares which are subject to redemption by the
Company pursuant to an agreement. See "Certain Relationships
and Related Transactions." The foregoing is based upon a report
on Schedule 13D filed by Terra Healthy Living, Ltd. on February
8, 1999.
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PROPOSAL
TO AMEND THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO
CHANGE THE NAME OF THE COMPANY FROM "VITAFORT INTERNATIONAL
CORPORATION" TO "VISIONARY HOLDINGS, INC."
The only amendment to the Charter will be to change the
Company's corporate name from "Vitafort International
Corporation" to "Visionary Holdings, Inc." After this amendment
is effective, Article FIRST of the Charter will read in its
entirety as follows:
"FIRST: The name of the corporation (hereinafter
called the "Corporation") is Visionary Holdings,
Inc."
The name change is being made to help create a corporate
identity that is tied to the business the Company is developing,
which is developing and marketing low fat and fat free snack
foods and manufacturing and distributing snack foods for its
affiliate Hollywood Partners, Inc.. The name change is also
being made to clearly distinguish the Company's current business
from its former business. Also, the Company has conducted much
of its business during the past year through its subsidiary
"Visionary Brands, Inc." which is a Nevada corporation and many
of the Company's customers identify the Company with its
"Visionary Brands" name. Any future acquisitions or divisions
of the Company are likely to be operated through separate
subsidiaries and the Company will, in effect, be a holding
company for these various subsidiaries. Accordingly, management
believes that the proposed name change will prove beneficial and
is in the interest of the Company and its shareholders.
The name change will not affect the validity of currently
outstanding stock certificates. The Company's current
stockholders will not be required to surrender or exchange any
stock certificates that they now hold and should not send such
certificates to the Company or its transfer agent for exchange.
The foregoing summary description of the proposed amendment
to the Company's Certificate of Incorporation is not intended to
be complete and is qualified in its entirety by reference to the
complete text of the proposed amendment attached to this Consent
Statement as Exhibit "A."
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Vote Required for Approval
Approval of this proposal requires the affirmative vote of
a majority of the outstanding shares of Common Stock of the
Company. If the amendment is not approved, the Company's name
will continue to be "Vitafort International Corporation".
Board of Director's Recommendation
The Board of Directors believes that the proposal to amend
the Certificate of Incorporation to change the name of the
Company from "Vitafort International Corporation" to "Visionary
Holdings, Inc." is in the best interests of the Company.
Accordingly, the Board recommends that stockholders vote in
favor of the proposed amendment of the Company's Certificate of
Incorporation.
OTHER MATTERS
Submission of Shareholder's Proposals
Shareholders are advised that any proposals they may wish
to submit for presentation at next year's Annual Meeting for
inclusion in the Company's proxy statement and form of proxy for
such meeting must be received by the Company on or before April
1, 2000.
Form 10-K
UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL
OWNER OF COMMON STOCK ENTITLED TO VOTE AT A MEETING, THE COMPANY
WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE YEAR ENDED DECEMBER 31, 1998. REQUESTS SHOULD BE MAILED TO
MARK BEYCHOK, VITAFORT INTERNATIONAL CORPORATION, 1800 AVENUE OF
THE STARS - SUITE 480, LOS ANGELES, CALIFORNIA 90067.
Solicitation of Consents
The cost of solicitation of Consents in the accompanying
form has been or will be borne by the Company. In addition to
solicitation by mail, arrangements may be made with brokerage
houses and other custodians, nominees and fiduciaries to send
consents and consent solicitation material to their principals,
and the Company may reimburse them for any attendant expenses.
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In order to ensure the adoption of the proposed action, all
stockholders who receive this Consent Statement are requested to
sign and return promptly the enclosed Consent in the postage
paid envelope provided for that purpose.
BY ORDER OF THE BOARD OF DIRECTORS
John Coppolino, President
March 1, 2000
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VITAFORT INTERNATIONAL CORPORATION
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
VITAFORT INTERNATIONAL CORPORATION, a Delaware corporation (the
"Corporation"), hereby certifies as follows:
FIRST: The amendment to the Certificate of Incorporation
to be effected hereby is as follows:
Paragraph 1 of the Certificate of Incorporation, relating
to the name of the Corporation, is hereby amended to read as
follows:
"FIRST: The name of the corporation (hereinafter
called the "Corporation") is Visionary Holdings,
Inc."
SECOND: The foregoing amendment to the Certificate of
Incorporation of the Corporation was duly adopted by the holders
of at least a majority of the outstanding shares entitled to
vote by their giving written consent thereto in accordance with
Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Amendment to be signed by its President and its Secretary
this 1st day of March, 2000.
VITAFORT INTERNATIONAL CORPORATION
/s/ John Coppolino
______________________________________
John Coppolino, President
/s/ Valerie A. Broadbent
Valerie A. Broadbent, Secretary
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WRITTEN CONSENT OF THE SHAREHOLDERS OF
VITAFORT INTERNATIONAL CORPORATION
Unless otherwise indicated below, the undersigned, being a
stockholder of record of shares of common stock of Vitafort
International Corporation (the "Company"), and in the aggregate
the holders of record of a majority of the issued and
outstanding shares of common stock of the Company, do(es) hereby
consent in writing to the adoption of the following resolution
and to the taking of all action required or permitted thereby:
RESOLVED, that the Certificate of
Incorporation of Vitafort International
Corporation be amended to change the name of
the Company from "Vitafort International
Corporation" to "Visionary Holdings Inc."
/ / CONSENTS / / DOES NOT CONSENT / / ABSTAINS
This written consent may be signed in counterparts all of
which taken together shall constitute the consent of the holders
of a majority of the issued and outstanding shares of common
stock of Vitafort International Corporation.
Sign Name
Joint Owner signs (if applicable)
Date:
Please sign your name(s) exactly as it (they) appear on your
stock certificates, in the case of joint ownership, both owners
must sign. If no indication is made, the consent will be counted
as being in favor of the proposal.
SHAREHOLDERS MAY ALSO WITHHOLD THEIR CONSENT BY NOT SIGNING AND
NOT RETURNING THIS CONSENT.
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