Anyone read the entire 'Information statement"?
Post# of 7769
all boilerplate, I assume.
SCRIPSAMERICA, INC.
CORPORATE OFFICE CENTRE TYSONS II
1650 TYSONS BOULEVARD, SUITE 1580
TYSONS CORNER, VA 22102
INFORMATION STATEMENT
NO VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
This Information Statement is furnished by the Board of Directors (the “Board”) of ScripsAmerica, Inc. (the
“Company”) to inform shareholders of the Company of certain action adopted by the Board and approved by
shareholders holding a majority in interest of the voting power of the Company. This Information Statement
will be mailed on approximately May 14, 2014 to shareholders of record of the Company’s Common Stock as of
April 25, 2014 (“Record Date”). Specifically, this Information Statement relates to the following:
1. On March 26, 2014 the Board adopted two resolutions: (i) a resolution to amend the Certificate of
Incorporation of the Company to change the capital structure of the corporation by increasing the authorized
shares of Common Stock of the Company from 150,000,000 to 250,000,000; and (ii) a resolution to adopt an
Incentive Stock Option Plan.
2. Also on March 26, 2014 the Board referred both (i) the proposed amendment of the Certificate of
Incorporation to shareholders for approval (with its recommendation for the approval of such amendment) and
(ii) the proposed adoption of the Incentive Stock Option Plan to shareholders for approval (with its
recommendation for the approval of such Incentive Stock Option Plan).
3. On April 16, 2014 ten shareholders holding a majority in interest of the voting power of the
Company (52.088%) approved the amendment by written consent and as a result no further votes will be
needed.
The filing of a Certificate of Amendment with the Delaware Secretary of State which will effect the foregoing
amendment will not be done until a date which is at least twenty (20) days after the mailing of this definitive
Information Statement. This Information Statement will be sent on or about May 14, 2014 to the Company’s
shareholders of record on the Record Date who have not been solicited for their consent to this corporate action.
Pursuant to Delaware law, there are no dissenter’s or appraisal rights relating to the action taken.
PURPOSE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
To date, the Company has secured a substantial amount of its financial support from the issuance of convertible
debt instruments. As time has gone by, the Company has issued shares upon the conversion of that debt by the
lenders. In addition, from time to time the Company has entered into various settlement agreements and has
issued shares of its Common Stock as consideration for the settlement. In addition, the Company must reserve
shares for the potential conversion of the Series A Preferred Stock and can be expected to need to reserve
additional shares in connection with future financings. Given all of these requirements for shares, the current
level is inadequate. The increase in the authorized number of shares of Common Stock is expected to solve this
problem for the foreseeable future.
PURPOSE OF...
28 pages worth from 4:30am eastern