mplace_pre14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
SCHEDULE
14C
INFORMATION
STATEMENT
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))
[ ]Definitive Information
Statement
Marvin’s
Place, Inc.
(Name of
Registrant As Specified in Charter)
Nevada
(State or
other Jurisdiction of Incorporation or Organization)
333-144082
|
8860
Greenlawn Street
Riverside,
CA 92508
|
20-8758875
|
(Commission
File Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS
Employer Identification No)
|
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:
(5)Total fee paid:
[ ]
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.
MARVIN’S
PLACE, INC.
8860
GREENLAWN STREET
RIVERSIDE,
CA 92508
Notice of
Action by Written Consent
of
a
Majority
of the Outstanding Common Shares
taken as
of February 12, 2010
TO THE
STOCKHOLDERS OF MARVIN’S PLACE, INC.
Marvin’s
Place, Inc. (“we” “us” “our” or “Company”) hereby gives notice to its
stockholders that the holders of a majority of the Company’s outstanding shares
of common stock (“Common Stock”), have taken action by written consent
to:
1. Approve
the amendment to the Company’s Articles of Incorporation to change the name of
the Company from Marvin’s Place, Inc. to Rough Tide Marine Operations,
Inc.
2. Approve
the amendment to the Company’s Articles of Incorporation to increase the common
shares to 300,000,000 and increase the preferred shares to
25,000,000.
The
stockholders have approved the corporate actions in lieu of a special meeting
pursuant to Section 78.320 of the Nevada Revised Statues “NRS”, which permits
any action that may be taken at a meeting of the stockholders to be taken by the
written consent to the action by the holders of the number of shares of voting
stock required to approve the action at a meeting. All necessary
corporate approvals in connection with the matters referred to in this
information statement have been obtained. This information statement
is being furnished to all of our stockholders pursuant to Section 14(c) of the
Securities and Exchange Act of 1934 (“Exchange Act”), and the rules thereunder,
solely for the purpose of informing stockholders of these corporate actions
before they take effect. In accordance with Rule 14c-2 under the
Exchange Act, the stockholder consent will take effect 21 calendar days
following the mailing of this information statement.
The
details of the foregoing actions and other important information are set forth
in the accompanying Information Statement.
This
action has been approved by our Board of Directors and the holders of more than
a majority of the Company’s common shares outstanding. Only
stockholders of record at the close of business on February 8, 2010 are being
given Notice of the Action by Written Consent. The Company is not
soliciting proxies.
By Order
of the Board of Directors of
MARVIN’S
PLACE, INC.
/s/
Georgette Mathers
Chief
Executive Officer
Riverside,
CA
February
12, 2010
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
MARVIN’S
PLACE, INC.
1
HAMPSHIRE COURT
NEWPORT
BEACH, CA 92660
INFORMATION
STATEMENT
1. GENERAL
INFORMATION
ACTION
BY THE HOLDERS OF A MAJORITY OF SHARES
We are
furnishing this Information Statement to all holders of our Common Stock, to
provide you with information regarding, and a description of an action which was
taken by written consent in lieu of a special meeting of stockholders by the
holders of a majority of our common stock on February 8, 2010, subject to the
expiration of 20 days following the mailing of this Information Statement to our
stockholders as required under Rule 14c-2 under the Exchange
Act. Effective February 8, 2010, the holder of 2,070,000 shares, or
approximately 59% of the Company’s then outstanding voting securities, executed
a written consent in accordance with Section 78.320 of the NRS, approving the
amendment to the Articles of Incorporation to change the Company’s name to Rough
Tide Marine Operations, Inc. and increase the common shares to 300,000,000 and
increase the preferred shares to 25,000,000.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This
not a notice of a special meeting of stockholders and no stockholders meeting
will be held to consider any matter described in this Information
Statement.
Stockholder
owning of record more than 59% of our outstanding voting securities has
irrevocably consented to the amendment of Articles of Incorporation to change
the Company’s name to Rough Tide Marine Operations, Inc. and increase the
authorized common and preferred shares. The vote or consent of no
other holders of our capital stock is required to approve this
action. Accordingly, no additional votes will be needed to approve
this action.
This
Information Statement is being mailed on or about March 2, 2010 to stockholders
of record on February 8, 2010 (the “Record Date”). This Information
Statement is being delivered only to inform you of the corporate action
described herein in accordance with Rule 14c-2 under the Exchange
Act.
DISSENTER’S
RIGHT OF APPRAISAL
Under
Nevada law and our articles of incorporation and bylaws, no stockholder has any
right to dissent to the adoption of stock option plan, or the proposed name
change, and is not entitled to appraisal of or payment for their shares of our
stock.
CORPORATE
ACTIONS
AMENDMENT
TO ARTICLES OF INCORPORATION
TO
CHANGE NAME TO ROUGH TIDE MARINE OPERATIONS, INC.
(ITEM
1)
On
February 12, 2010, the action to amend the Company’s Articles of Incorporation
to change the Company’s name from Marvin’s Place, Inc. to Rough Tide Marine
Operations, Inc., (the “Amendment”) was approved by written consent of the
holder representing approximately 59% of the outstanding voting securities of
the Company.
On
February 12, 2010, the Board of Directors of the Company approved the
Amendment. The Amendment to be filed with the Nevada Secretary of
State is attached to this Information Statement as Exhibit A.
The
approval of the Amendment requires the affirmative vote of a majority of the
shares of voting securities outstanding and entitled to vote. On
February 12, 2010, the action to approve the Amendment was approved by written
consent of the holder representing approximately 59% of the outstanding voting
securities of the Company. As such, no vote or future action of the
stockholders of the Company is required to approve the Amendment. You
are hereby being provided with notice of the approval of the
Amendment.
AMENDMENT
TO ARTICLES OF INCORPORATION
TO
INCREASE THE AUTHORIZED COMMON SHARES TO 300,000,000 AND
INCREASE
AUTHORIZED PREFERRED SHARES TO 25,000,000
ITEM
2
On
February 12, 2010, the action to amend the Company’s Articles of Incorporation
to increase the authorized common shares to 300,000,000 and increase the
authorized preferred shares to 25,000,000 was approved by written consent of the
holder representing approximately 59% of the outstanding voting securities of
the Company.
On
February 12, 2010, the Board of Directors of the Company approved the
Amendment. The Amendment to be filed with the Nevada Secretary of
State is attached to this Information Statement as Exhibit A.
PURPOSE
OF INCREASE OF AUTHORIZED SHARES
The Board
of Directors approved the Amendment to further the Company’s best interest to
have additional authorized but unissued shares of common and preferred shares
available in order to provide (a) flexibility for future corporate action; (b)
raise additional capital by issuing additional shares of Common Stock or
granting warrants for the future purchase of Common Stock; (c) the need to grant
additional options to purchase Common Stock to attract qualified employees and
consultants; and (d) the need to issue additional shares of common stock or
securities convertible into Common Stock in connection with strategic corporate
transactions, acquisitions, and other business arrangements and corporate
purposes, is desirable to avoid repeated separate amendments to our Articles of
Incorporation and the delay and expense incurred in amending the Articles of
Incorporation. The Company intends to assess its need to issue
securities for the corporate purposes described above and we believe that we
need to be in a position to take advantage of opportunities when they arise or
when we have a need. The Board of Directors believes that the
currently available unissued shares do not provide sufficient flexibility for
corporate action in the future.
Currently,
there is no plan to issue any securities for the corporate purposes described
above. In the event any securities are issued in the future,
shareholders will suffer dilution to their ownership of the Company at the time
of the issuance of the securities. No additional corporate action is needed to
issue any additional securities. The Company may even issue
securities as a defensive mechanism in order to attempt to stop a hostile take
over by another company; there is no plan to do this at this time.
EFFECTIVE
DATE OF AMENDMENT
The
Amendment to our Articles of Incorporation will become effective upon the filing
with the Nevada Secretary of State of a Certificate of Amendment to
our Articles of Incorporation. We intend to file the Certificate
of Amendment twenty-one days after this Information Statement is first mailed to
shareholders.
EFFECT ON
CERTIFICATES EVIDENCING SHARES OF MARVIN'S PLACE, INC.
The
change in the name of Marvin’s Place, Inc. to Rough Tide Marine Operations, Inc.
will be reflected in its stock records by book-entry in Marvin’s Place, Inc.’s
books. For those shareholders that hold physical certificates, please
do not destroy or send to Marvin’s Place, Inc. your common stock
certificates. Those certificates will remain valid for the number of
shares shown thereon, and should be carefully preserved by you.
There
will be no other effect on your rights or interest in shares of the Company that
you hold. There are no material US Federal Income Tax consequence to
either the Company or its shareholders from the Amendment.
VOTING
SECURITIES
The
Company’s authorized capital consisted of 75,000,000 shares of Common Stock,
$0.001 par value, and 5,000,000 shares of Preferred Stock, $0.001 par
value. There are currently 3,500,000 common shares
outstanding. No preferred shares are outstanding.
The
holders of Common Stock are entitled to one vote for each share held of record
on all matters submitted to a vote of the holders of Common
Stock. Subject to preferences applicable to any outstanding preferred
stock, if any, holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefore. In the event of a liquidation, dissolution or winding up of
Marvin’s Place, Inc., the holders of Common Stock are entitled to share ratably
all assets remaining after payment of liabilities and the liquidation preference
of any preferred stock, if any. Holders of Common Stock have no preemptive or
subscription rights, and there are no redemption or conversion rights with
respect to such shares.
In the
event of any liquidation, dissolution or winding up of Marvin’s Place, Inc., the
assets of Marvin’s Place, Inc. available for distribution to shareholders will
be distributed among the holders of preferred stock, if any, and the holders of
any other class of equity securities of Marvin’s Place, Inc., including its
common stock, pro rata, on an as-converted-to-common-stock basis, after the
payment to the holders of Marvin’s Place, Inc. Common Stock of a di minimus par
value amount.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following lists the name, age and business experience of each of the Marvin’s
Place, Inc. directors and executive officers.
Name
|
Age
|
Position
|
Georgette
Mathers
|
56
|
Chief
Executive Officer, Chief Financial Officer Secretary and
Director
|
Georgette
Mathers, 56 years of age, Chief Executive Officer, Chief Financial Officer,
Secretary and Director.
Ms.
Mathers is a corporate paralegal and has worked in the legal profession for over
20 years
Director
Compensation. Directors are reimbursed for expenses incurred
by attending Board of Directors’ meetings. They are not currently
paid any other compensation for their services on the Board. The
Company has entered into indemnification agreement with the
director.
DISCLOSURES
The
Company is not aware of any current substantial interest, direct or indirect, by
security holdings or otherwise, of: i) any of the Company’s current or prior
officers or directors, ii) any nominee for election as a director of the
Company, or iii) any associate of the persons mentioned in subsections i) and
ii) above.
The
Company’s sole director has voted in favor of the actions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table sets forth certain information regarding the Company’s common
stock beneficially owned on February 8, 2010, for (i) each stockholder known to
be the beneficial owner of 5% or more of Company’s outstanding common stock,
(ii) each executive officer and director, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days.
As of
February 8, 2010, the Company has 3,500,000 shares of common stock
outstanding.
Name
of Beneficial Owner
|
Amount
|
Percent
|
Georgette
Mathers
|
2,070,000
|
59.1%
|
|
|
|
All
Executive Officers and Directors
As
a Group (1 persons)
|
2,070,000
|
59.1%
|
COPIES
OF INFORMATION STATEMENT
Only one
Information Statement is being delivered to multiple security holders sharing an
address unless we have received contrary instructions from one or more of the
security holders. We hereby undertake promptly to deliver, upon
written or oral request, a separate copy of this Information Statement to a
security holder at a shared address to which a single copy of the Information
Statement was delivered. In order to request additional copies of
this Information Statement or to request delivery of a single copy of this
Information Statement if you are receiving multiple copies, please contact us by
mail at 8860 Greenlawn Street, Riverside, CA 92508.
ADDITIONAL
INFORMATION
We file
annual reports on Form 10-K, quarterly reports of Form 10-Q, current reports on
Form 8-K or Form 8-K/A, proxy statements and other information with the SEC
under the Exchange Act. You may read and copy this information at the
SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C.
20549. Please call the SEC at (800) 732-0330 for further information
on the operation of the SEC’s Public Reference Room. The SEC also
maintains an internet site that contains reports, proxy statements and other
information about issuers, like us, who file electronically with the
SEC. The address of the SEC’s web site is www.sec.gov.
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
Annual
Report on Form 10-KSB for the year ended December 31, 2007;
Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2008;
Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2008;
Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2008;
Current
Report on Form 8-K dated as of January 26, 2009;
Annual
Report on Form 10-K for the year ended December 31, 2008;
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009;
Quarterly Report on Form 10-Q for the quarter ended June 30,
2009;
Quarterly Report on Form 10-Q for the quarter ended September 30,
2009
By Order
of the Board of Directors,
/s/
Georgette Mathers
Georgette
Mathers
Chief
Executive Officer and Director
Dated:
February 16, 2010
EXHIBIT
A
Amended
Articles of Incorporation
mplace_ex3.htm
ROSS MILLER
Secretary of State
204 North Carson Street, Suite
1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Filed in the
Office of
Ross
Miller
Secretary of
State
State of
Nevada
Filing Date and
Time:
06/29/2009
5:03PM
(PURSUANT TO
NRS 78.385 AND 78.390)
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
Marvin's
Place, Inc.
2.
The articles have been amended as follows: (provide article numbers, if
available)
Article
1. The name of the corporation shall be Rough Tide Marine Operations,
Inc.
Article
4. Authorized Shares
The
aggregate number of shares which the corporation shall have authority to issue
shall consist of 300,000,000 shares of Common Stock having a $0.001 par value,
and 25,000,000 shares of Preferred Stock having a $0.001 par value. The Common
and/or Preferred Stock of the Company may be issued from time to time without
prior approval by shareholders. The Common and/or Preferred Stock may be issued
for such consideration as may be fixed from time to time by the Board of
Directors.
3. The vote by which the stockholders holding shares
in the corporation entitling them to exercise a least a majority of the voting
power, or such greater proportion of the voting power as may be required in the
case of a vote by classes or series, or as may be required by the provisions of
the articles of incorporation' nave voted in favor of the amendment
is: 59.1%
4. Effective date of filing: (optional) 3/24/10
5.
Signature: (required)
/s/ Georgette
Mathers
Signature
of Officer
Addendum
Article
4. Authorized Shares.
The Board
of Directors may issue such shares of Common and/or Preferred Stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be state in the
resolution or resolutions.