Preliminary Information Statement
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
(RULE
14c-101)
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))
| |
¨
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Definitive
information statement
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SP
HOLDING CORPORATION
(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 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 (set forth the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
¨
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:
(2)
Form,
schedule or registration statement no.:
SP
HOLDING CORPORATION
2361
CAMPUS DRIVE, SUITE 101
IRVINE,
CA 92612
TELEPHONE
NO.: (949) 833-9001
March
___, 2006
To
Our
Stockholders:
This
information statement is provided on or about March ___, 2006 by SP Holding
Corporation, a Delaware corporation (the “Company”), to holders of our
outstanding shares of common stock as of the close of business on the record
date, March 20, 2006 (the “Record Date”), pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended. The purpose of this information
statement is to inform our stockholders that our board of directors (the
“Board”) has recommended and the holders of a majority of our outstanding shares
of common stock have approved a proposed amendment which will amend our Restated
Certificate of Incorporation to change our corporate name from SP Holding
Corporation to Planetwide Games Corporation.
As
of March ___, 2006, we had
authorized 500,000,000 shares of common stock, $.001 par value per share, of
which 439,403 were issued and outstanding. Certain of our stockholders, together
holding at least a majority of our outstanding shares of common stock, have
executed a written consent in favor of the actions described above. Because
the
written consent of a majority of stockholders satisfied the applicable
stockholder voting requirement of Delaware General Corporation Law and our
Restated Certificate of Incorporation and our Amended and Restated Bylaws,
we
are not asking for a proxy and you are not requested to send one. This
information statement is being sent to you for information purposes
only.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
Very
truly yours,
/s/
Mark
Schaftlein
Mark
Schaftlein
Chief
Financial Officer and Acting
Chief
Executive Officer
SP
HOLDING CORPORATION
2361
CAMPUS DRIVE, SUITE 101
IRVINE,
CA 92612
TELEPHONE
NO.: (949) 833-9001
INFORMATION
STATEMENT
The
purpose of this information statement is to inform our stockholders that the
Board has recommended and the holders of a majority of our outstanding shares
of
common stock have approved a proposed amendment which will amend our Restated
Certificate of Incorporation to change our corporate name from SP Holding
Corporation to Planetwide Games Corporation.
We
anticipate that this information statement will be mailed on or about March
___,
2006 to our stockholders of record as of the Record Date, and that the proposed
amendment will be filed with the Delaware Secretary of State and become
effective no earlier than the 20th day after this information statement is
sent
or given to those holders of common stock.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
STOCKHOLDERS
ENTITLED TO VOTE
On
March
14, 2006, the Board unanimously approved the proposed amendment and recommended
that such proposal be submitted for stockholder approval.
In
accordance with our Amended and Restated Bylaws, the Board has fixed the close
of business on March 20, 2006, as the record date for determining the
stockholders entitled to notice of the above noted actions. Adoption of the
proposed amendment require the approval of our stockholders holding not less
than a majority of our issued and outstanding common stock. As of the Record
Date, 439,403
shares of our common stock were issued and outstanding. Each share of
our
common stock outstanding entitles the holder to one vote on all matters brought
before the common stockholders.
Certain
of our stockholders, together holding at least a majority of our outstanding
shares of common stock, consented in writing to the proposed amendment. Because
stockholders holding a majority of our outstanding shares of common stock
consented in writing to the proposed amendment, no consents or votes of our
other stockholders are required. Accordingly, this information statement is
being furnished to you solely to provide you with information concerning these
matters in accordance with the requirements of the Securities Exchange Act
of
1934, as amended, and the regulations promulgated under that Act, including
Regulation 14C.
DISTRIBUTION
AND COSTS
We
will
pay all costs associated with the distribution of this information statement,
including the costs of printing and mailing. In addition, we will only deliver
one information statement to multiple stockholders sharing an address, unless
we
have received contrary instructions from one or more of the stockholders. Also,
we will promptly deliver a separate copy of this information statement and
future stockholder communication documents to any stockholder at a shared
address to which a single copy of this information statement was delivered,
or
deliver a single copy of this information statement and future stockholder
communication documents to any stockholder or holders sharing an address to
which multiple copies are now delivered, upon written request to us at our
address noted above.
Stockholders
may also address future requests regarding delivery of information statements
and/or annual reports by contacting us at the address or telephone number noted
above.
DISSENTER’S
RIGHT OF APPRAISAL
No
action
will be taken in connection with the proposed actions by the Board or the voting
stockholders for which Delaware law, our Restated Certificate of Incorporation
or our Amended and Restated Bylaws provide a right of a stockholder to dissent
and obtain appraisal of or payment for such stockholder's shares.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer or director has a substantial interest, either directly or indirectly,
in the favorable action regarding the proposed amendment.
PURPOSE
OF THE AMENDMENT
The
Board
has adopted and the holders of a majority of our outstanding shares of common
stock have approved an amendment to our Restated Certificate of Incorporation
to
change our corporate name from SP Holding Corporation to Planetwide Games
Corporation in order to better reflect our planned future operations, as
described in “Change of Control” below. We have attached hereto a copy of the
proposed amendment as Attachment
A.
The
Board has the discretion to elect, as it determines to be in the best interests
of the Company and its stockholders, to file the amendment to our Restated
Certificate of Incorporation with the Delaware Secretary of State prior to
or
simultaneously with the completion of the merger, as described in “Change of
Control” below. The Board reserves its right to elect not to file the amendment,
in its sole discretion, if the Company determines that the merger will not
be
completed.
EFFECT
OF
THE AMENDMENT
There
will be no material change to the stockholders. The currently outstanding stock
certificates evidencing shares of our common stock bearing the name “SP Holding
Corporation” will continue to be valid and represent shares of our common stock
following the name change. You will not have to exchange your existing stock
certificates for stock certificates reflecting our new corporate name. However,
any stockholder desiring a new form of stock certificate may submit the existing
stock certificate to our transfer agent for cancellation, and obtain a new
form
of certificate. The transfer agent may impose a reasonable fee for a voluntary
exchange of certificates. Stockholders should not destroy any stock
certificates.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our
common stock as of March ___, 2006, (i) by each person or entity known by us
to
own beneficially more than five percent of our common stock, (ii) by each of
our
directors and nominees, (iii) by each of our executive officers and (iv) by
all
of our executive officers and directors as a group.
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Name
and Address of Beneficial Owner(1)
|
Number
of Shares Owned
|
Percent
of Class
|
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|
|
|
S.A.C.
Capital Associates, LLC(2)
c/o
S.A.C. Capital Advisors, LLC
72
Cummings Point Road
Stamford,
CT 06902
|
111,455
|
25.4%
|
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|
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Irvin
Kessler and The Kessler Family Limited Partnership
294
East Grove Lane, Suite 280
Wayzata,
MN 55391
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24,369
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5.5%
|
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|
|
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SDS
Merchant Fund, L.P.(3)
53
Forest Avenue, 2nd
Floor
Old
Greenwich, CT 06870
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83,916
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19.1%
|
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|
|
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IDT
Venture Capital Inc.
605
3rd
Avenue, 36th
Floor
New
York, NY 10158
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38,878
|
8.8%
|
|
Mark
Schaftlein(4)
|
11,528
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2.6%
|
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|
|
|
All
Executive Officers and Directors as a group (1 person)
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11,528
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2.6%
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______________________________
(1)
Unless otherwise indicated, the address of each person shown is c/o SP
Holding Corporation, 2361 Campus Drive, Suite 101, Irvine, CA
92612.
(2)
Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC
(SAC Capital Advisors) and S.A.C. Capital Management, LLC (SAC Capital
Management) share all investment and voting power with respect to these
securities held by S.A.C. Capital Associates, LLC. Mr. Steven A. Cohen controls
both SAC Capital Advisors and SAC Capital Management. Each of SAC Capital
Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial ownership
of
any such securities. SDS Capital Partners, LLC may act as an advisor to SAC
Capital Advisors and SAC Capital Management in connection with such securities
held by S.A.C. Capital Associates, LLC. Mr. Steve Derby is the managing member
of SDS Capital Partners, LLC. SDS Capital Partners, LLC and Mr. Derby disclaim
beneficial ownership of such securities.
(3)
The investment manager of SDS Merchant Fund, L.P. is SDS Capital
Partners,
LLC, which holds voting and investment control of these securities. Mr.
Steve
Derby is the managing member and controls SDS Capital Partners,
LLC.
(4)
Mark
Schaftlein is a managing partner of Ocean Avenue Advisors, which holds
the
shares. Ocean Avenue Advisors was issued 3,458,333 unregistered common
shares
(pre-reverse split) as payment for consulting and advisory fees.
CHANGE
OF
CONTROL
On
February 10, 2006, we entered into an Agreement and Plan of Merger and
Reorganization (the “Merger Agreement”) with Planetwide Games, Inc., a privately
held innovative provider of branded online video games and proprietary software
(“Planetwide Games”). Under the terms of the Merger Agreement, all outstanding
shares of common stock, $0.0001 par value, of Planetwide Games will be exchanged
for shares of our common stock, and
we
will assume all of the stock options, warrants and convertible securities of
Planetwide Games. After the consummation of the merger, stockholders of
Planetwide Games will own approximately 95% of the Company on a fully diluted
basis.
In
connection with the merger, shares of our Series A Preferred Stock shall
automatically convert into a number of shares of restricted common stock equal
to 61% of the number of shares of common stock issued and outstanding on a
fully
diluted basis as of the date of, but immediately prior to, the consummation
of
the merger transaction.
By
Order of the Board
of Directors,
/s/
Mark
Schaftlein
Mark
Schaftlein
Chief
Financial Officer and Acting Chief
Executive
Officer
Attachment
A
CERTIFICATE
OF AMENDMENT
OF
THE
RESTATED
CERTIFICATE OF INCORPORATION
OF
SP
HOLDING CORPORATION
The
undersigned certifies as follows:
FIRST:
SP
Holding Corporation (the “Corporation”) is a corporation formed under the laws
of the State of Delaware, and its Certificate of Incorporation was filed in
the
office of the Secretary of State on March 18, 1996.
SECOND:
The Restated Certificate of Incorporation of the Corporation is hereby amended
to change the name of the Corporation by changing Article I to read as
follows:
“The
name
of the corporation is Planetwide Games Corporation.”
THIRD:
That this Amendment was duly adopted in accordance with the provisions of
Section 228 and 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
this
___ day of March, 2006.
SP
HOLDING CORPORATION
By:
Mark Schaftlein
Chief Financial Officer and Acting Chief Executive Officer
6