UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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| ☐ | Preliminary Information Statement |
| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) |
| ☒ | Definitive Information Statement |
PACIFIC VENTURES GROUP, INC.
(Name of Registrant As Specified In Charter)
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF PACIFIC VENTURES GROUP, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
PACIFIC VENTURES GROUP, INC.
117 West 9th Street, Suite 316
Los Angeles, California 90015
310-392-5606
INFORMATION STATEMENT
July 2, 2018
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Pacific Ventures Group, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the ” Exchange Act “), to the holders (the “ Common Stockholders “) of Common Stock, par value $.0001 per share (the ” Common Stock “), of Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), to notify such Common Stockholders that on June 14, 2018, the Company received a unanimous written consent in lieu of a meeting of certain Common Stock holders and the holder of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred”). Each share of Series E Preferred has the equivalent of ten (10) votes of Common Stock. Currently, there is one holder of Series E Preferred (the “Series E Stockholder”), holding 1,000,000 shares of Series E Preferred, resulting in the Series E Stockholder and certain Common Stock holders holding in the aggregate approximately 56.1% of the total voting power of all issued and outstanding voting shares of the Company (the “Majority Stockholders”). The Majority Stockholders authorized the following:
| ● | The increase in the number of authorized shares of Common Stock from one hundred thousand (100,000,000) shares of Common Stock to five hundred thousand (500,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”); |
We have attached as Appendix A hereto a form of the proposed amendment to the Articles of Incorporation, the increase in authorized shares of common stock to five hundred thousand.
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On June 14, 2018, the Board of Directors of the Company (the “Board”) approved, and recommended for approval to the holders having the power to vote with respect to the Common Stock, the: (i) Authorized Common Stock Share Increase (the “Action”). On June 14, 2018, the Majority Stockholders approved the Action by written consent in lieu of a meeting in accordance with the Delaware General Corporation Law (“GCL”). Accordingly, your consent is not required and is not being solicited in connection with the approval of the Action.
We will mail the Notice to the Common Stockholders on or about July 9, 2018.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes that the Common Stockholders of the Company will benefit from this Action because it believes that the Company will be able to extinguish legacy convertible debt, and attract new investors for investment in its food and beverage business.
The Board believes that the Common Stockholders of the Company will benefit from the Authorized Common Stock Share Increase because such change may allow the Company greater flexibility in pursuing acquisitions, equity investments and other opportunities.
Accordingly, it was the Board’s opinion that the Action would better position the Company to attract potential business candidates and provide the Common Stockholders a greater potential return.
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INTRODUCTION
Section 228 of the Delaware General Corporation Law (“DGCL”) provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The DGCL, however, requires that in the event an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company.
In accordance with the foregoing, we will mail the Notice to the Common Stockholders on or about July 2, 2018.
This Information Statement contains a brief summary of the material aspects of the Action approved by the Board of Directors (the “Board”) of Pacific Ventures Group, Inc. (the “Company,” “we,” “our” or “us”) and the holder of Series E Convertible Preferred Stock (the “Series E Preferred”), which has voting rights with respect to the Common Stock and, together with certain holders of Common Stock, constitute a majority of the voting power of the Common Stock.
SERIES E PREFERRED STOCK
By unanimous written consent of the Board (as permitted under Section 141 of the DGCL), the designation, rights, preferences and privileges of the Series E Preferred were established by the Board (as is permitted under Section 151 of the DGCL and by the Certificate of Incorporation, as amended, of the Company). The designation, rights, preferences and privileges that the Board established for the Series E Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Delaware on October 23, 2006. Among other things, the Certificate of Designation provides that the holder of each one share of Series E Preferred (the “Series E Stockholders”) has the equivalent of ten (10) votes of Common Stock.
As of June 14, 2018, there were issued and outstanding (i) 77,897,226 shares of our Common Stock, and (ii) 1,000,000 shares of our Series E Preferred which is equivalent to 10,000,000 votes. Based on the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the Action is eighty seven million, eight hundred ninety seven thousand, two hundred twenty-six (87,897,226) (the sum of the votes represented by the issued and outstanding shares of Common Stock and Series E Preferred). Pursuant to Section 228 of the DGCL, at least an absolute majority of the voting equity of the Company, or at least forty three million, nine hundred forty eight thousand, six hundred fourteen (43,948,614) votes, are required to approve the Action by written consent.
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The following table sets forth the name of the Series E Stockholder and certain other holders of Common Stock, the number of shares of Common Stock and of Series E Preferred held by each such stockholder, the total number of votes that the Series E Stockholder and certain other holders of Common Stock voted in favor of the Action, and the percentage of the issued and outstanding voting equity of the Company that voted in favor of the Action.
| Name of Stockholder | Number of Shares of Common Stock Held | Number of Votes held by Series E Stockholder | Total Number of Votes Held by Stockholder | Percentage
of Equity | ||||||||||||
| SHANNON MASJEDI | 10,000,000 | 10,000,000 | 11.4 | % | ||||||||||||
| SHANNON MASJEDI TTEE OF ACD TRUST | 13,590,991 | 13,590,991 | 15.5 | % | ||||||||||||
| OMID AHMADI | 9,333,333 | 9,333,333 | 10.6 | % | ||||||||||||
| ACD TRUST | 6,500,000 | 6,500,000 | 7.4 | % | ||||||||||||
| CLASSIC BEVERAGE CORPORATION | 5,000,000 | 5,000,000 | 5.7 | % | ||||||||||||
| AZITA DAVIDYAN | 3,500,000 | 3,500,000 | 4.0 | % | ||||||||||||
| MARC SHENKMAN | 1,400,000 | 1,400,000 | 1.6 | % | ||||||||||||
| Total | 39,324,324 | 10,000,000 | 49,324,324 | 56.1 | % | |||||||||||
ACTIONS TO BE TAKEN
The Authorized Share Increase will become effective on the date that we file the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Delaware. Such filing can occur no earlier than twenty (20) calendar days after the mailing of this information statement
We currently expect to file the Amendment on or about July 25, 2018,
With respect to the Action described in this Information Statement, the Board reserves the right, notwithstanding that the Series E Stockholder and certain Common Stock shareholders have approved such Action, to elect not to proceed with such Action if, at any time prior to filing the Amendment, the Board, in its sole discretion, determines that it is no longer in the Company’s best interests and the best interests of the Company’s stockholders to consummate the Action.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The number of authorized shares of our Common Stock will be increased from one hundred million (100,000,000) shares to five hundred million (500,000,000) shares (the “Authorized Common Stock Share Increase”).
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The additional shares of common stock for which authorization is sought would be part of the existing class of Common Stock, if and when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of Common Stock or securities convertible into Common Stock.
The Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
| - | conversion of convertible securities | |
| - | retiring convertible debt | |
| - | investment opportunities | |
| - | stock dividends or other distributions | |
| - | future financings and other corporate purposes | |
| - | future acquisitions |
The Company is actively pursuing financings which may result in the issuance of additional shares of Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of June 14, 2018 of (i) each person known to us to beneficially own 10% or more of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors and named executive officers as a group. As of June 14, 2018, there were a total of 77,897,226 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote. The column entitled “Percentage of Total Voting Stock” shows the percentage of total voting stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire, within sixty (60) days of June 14, 2018 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
| Name of Stockholder | Number of Shares of Common Stock Held | Number of Votes Held by Series E Stockholder | Total Number of Votes Held by Stockholder | Percentage of the Voting Equity | ||||||||||||
| Shannon Masjedi (2) | 10,000,000 | 10,000,000 | 11.4 | % | ||||||||||||
| Marc Shenkman (3) | 1,400,000 | 1,400,000 | 1.6 | % | ||||||||||||
| Omid Ahmadi (4) | 9,333,333 | 9,333,333 | 10.6 | % | ||||||||||||
| Shannon Masjedi (2) | 13,590,991 | 13,590,991 | 15.5 | % | ||||||||||||
| All directors and officers as a group (2 persons) | 24,240,991 | 28.5 | % | |||||||||||||
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock held by them. |
| (2) | Represents of 13,864,639 shares of our common stock owned by ACD Trust (“Trust”). The trustee of the Trust is Shannon Masjedi who holds voting and investment power over the shares of our common stock owned by the Trust. In addition, Mrs. Masjedi owns 1,000,000 shares of Series E Preferred Stock with such shares having a 10-to-1 voting preference where every one share of Series E Preferred Stock is equivalent in votes to ten shares of common stock. As such, Mrs. Masjedi would have 26.9% of the voting control of the issued and outstanding stock when the 10,000,000 shares of voting are added to the existing 77,897,226 shares of issued and outstanding common stock, for an aggregate total of 87,897,226 shares of issued and outstanding common stock. |
| (3) | Represents 650,000 shares of our common stock owned directly by Mr. Shenkman. |
| (4) | Represents 9,333,333 shares of our common stock owned directly by Mr. Ahmadi. |
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the ” SEC “). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
| (1) | Annual Report on Form 10-K for the fiscal year ended December 31, 2017; and |
| (2) | Quarterly Report on Form 10-Q for the three months ended March 31, 2018 |
You may request a copy of these filings, at no cost, by writing Pacific Ventures Group, Inc. at 117 West 9th Street, Suite 316, Los Angeles, California 90015, or telephoning the Company at 310-392-5606. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This Information Statement is provided to the holder of Common Stock of the Company only for information purposes in connection with the Action, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement. By Order of the Board of Directors
| /s/ Shannon Masjedi | |
| Shannon Masjedi | |
| Chief Executive Officer and Director |
Dated: July 2, 2018
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APPENDIX A
Proposed Amendment to the Article IV of the Articles of Incorporation, replacing the first sentence of Article IV, indicating the increase in authorized shares of common stock to five hundred million (500,000,000).
Fourth: The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be five hundred ten million (510,000,000) shares, of which five hundred million (500,000,000) shares shall be common stock, par value $.001 per share (the “Common Stock”) and ten million (10,000,000) shares shall be preferred stock, par value $.001 per share (the “Preferred Stock”).
| A-1 |