SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______)
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only
(as permitted by Rule 14c-4(d)(2))
[ ] Definitive Information Statement
NUTRASTAR INCORPORATED
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.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NUTRASTAR INCORPORATED
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
SUMMARY OF TERMS
NutraStar Incorporated (the "Company") intends to change its name to
"NutraCea" See the Section "Amendment of Articles of Incorporation."
Adoption of the Amendment to the Company's Articles of Incorporation
require approval by a majority of the Company's outstanding shares of voting
common stock. Shareholders, owning a majority of the shares eligible to vote,
who will not receive any additional benefit from this change, believe that this
action is in the best interests of the Company and its shareholders, and they
have consented in writing to the Amendment to the Company's Articles of
Incorporation. This action by these shareholders is sufficient to satisfy the
shareholder vote necessary to approve the Amendment to the Articles of
Incorporation without the approval of any other shareholder. Therefore, you are
not required to vote and your vote is not being sought.
GENERAL
This Information Statement is being furnished to the shareholders of
NutraStar Incorporated, a California corporation (the "Company"), in connection
with the approval by the Company's shareholders of the adoption of an amendment
to the Company's Restated Articles of Incorporation (the "Amendment") by the
written consent of the holders of a majority in interest of the Company's voting
Common Stock ("Voting Common Stock") consisting of the Company's outstanding
Common Stock and the equivalent number of shares of Common Stock into which the
outstanding shares of Series A Preferred Stock are convertible as of the Record
Data defined below. The purpose of this Amendment is to change the name of the
Company from "NutraStar Incorporated" to "NutraCea" ("Name Change").
The Company's Board of Directors and shareholders owning a majority of the
Voting Common Stock on June 11, 2003, approved and recommended that the Articles
of Incorporation be amended in order to effectuate the Name Change. The proposed
Amendment will become effective upon the filing of the Amendment with the
Secretary of State of California. The Company anticipates that the filing of the
Amendment will occur on or about July ___, 2003 ( the "Amendment Effective
Date"). If the proposed Name Change were not adopted by written consent, it
would have been required to be considered by the Company's shareholders at a
special shareholders' meeting convened for the specific purpose of approving the
Name Change.
The elimination of the need for a special meeting of shareholders to
approve the Amendment is authorized in Section 603 of the California General
Corporation Laws (the "California Law") which provides that the written consent
of the holders of the outstanding shares of voting stock, having not less than
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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, may be substituted for such a special meeting. Pursuant to Section
903 of the California Law, the affirmative vote of a majority of the outstanding
shares entitled to vote thereon is required in order to amend the Company's
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting and in order to approve the Name Change as
early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the holders of a majority in interest of the Common Stock of
the Company.
Patricia McPeak and Ron Willens, who beneficially own in the aggregate
15,028,741 shares of Common Stock of the Company and 300,000 shares of Series A
Preferred Stock convertible into 300,000 shares of Common Stock, together
representing approximately 54% of the outstanding Voting Common Stock of the
Company entitled to vote on the Amendment, gave their written consent to the
approval of the adoption of the Amendment described in this Information
Statement on June 11, 2003. The date on which this Information Statement was
first sent to the shareholders is on or about June ___, 2003. The record date
established by the Company for purposes of determining the number of outstanding
shares of Voting Common Stock of the Company is June 2, 2003 (the "Record
Date").
Pursuant to Section 603 of the California Law, the Company is required to
provide prompt notice of the taking of the corporation action without a meeting
to shareholders who have not consented in writing to such action. Inasmuch as
the Company will have provided to its shareholders of record this Information
Statement, the Company will notify its shareholders by letter filed under a
Current Report on Form 8-K of the effective date of the Amendment and Name
Change. No additional action will be undertaken pursuant to such written
consents.
Purpose of this Information Statement. The Company is not requesting your
vote or proxy since shareholders owning a majority of the Company's outstanding
Voting Common Stock have approved the Amendment to the Articles of
Incorporation. The purpose of this Information Statement is to inform the
Company's shareholders of the above action and the effects of such action. The
entire cost of furnishing this Information Statement will be borne by the
Company. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of the Company's Common Stock held of record by them.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 25,633,547 shares of Common Stock
outstanding. As of the Record Date, there were 2,778,828 shares of Series A
Preferred Stock outstanding convertible into 2,778,828 shares of Common Stock.
Consequently, the total number of shares eligible to vote is 28,412,375. The
Common Stock and Series A Preferred Stock constitutes the sole outstanding
classes of voting securities of the Company. Each share of Common Stock entitles
the holder thereof to one vote on all matters submitted to shareholders. As of
the Record Date, each share of Series A Preferred Stock entitles the holder
thereof to one vote on all matters submitted to shareholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of May
30, 2003, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock; (ii) each
director of the Company; (iii) each person intending to file a written consent
to the Exchange Transaction and the approval of the adoption of the Amendment
described herein; and (iv) all directors, executive officers and designated
shareholders of the Company as a group. This information as to beneficial
ownership was furnished to the Company by or on behalf of the persons named.
Unless otherwise indicated, the business address of each person listed is 1261
Hawk's Flight Court, El Dorado Hills, CA 95762
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Name and Address of Position Number of Shares Percent
Beneficial Owner Beneficially Owned
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Officers and Directors
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Patricia McPeak Chairman and CEO 12,760,344(1) 45%
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John Howell President 250,000(2) *
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Edward Newton Vice President, 304,124(3) 1%
Secretary
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James Kluber CFO -0- *
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All officers and directors 13,314,468 46%
as a group (4 individuals)
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* Less than 1%
____________________
(1) Amount includes 8,358 shares issuable under stock options exercisable
within 60 days of May 30, 2003 and 300,000 shares of Series A Preferred
Stock convertible into 300,000 shares of common stock. Dorothy Hanks, Ms.
McPeak's mother, owns 122,792 shares of NutraStar's common stock, of which
Ms. McPeak disclaims any beneficial ownership.
(2) Mr. Howell has been granted stock options to purchase 1,000,000 shares of
common stock of which 250,000 stock options are exercisable within 60 days
of May 30, 2003.
(3) Amount represents shares issuable under stock options exercisable within 60
days of May 30, 2003.
AMENDMENT TO ARTICLES OF INCORPORATION
On June 11, 2003, our Board of Directors voted unanimously to authorize and
recommend that the Company's shareholders approve a proposal to effect the Name
Change. The Name Change will become effective upon filing of the Amendment with
the California Secretary of State, but the Board of Directors reserves the right
not to make such filing if it deems it appropriate not to do so.
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Reasons for the Name Change. Due to the fact that the name "NutraStar" is not
available for registration in all 50 states, the Company has determined to
change its name to "NutraCea". The Company believes this name will continue to
identify the Company's business as being related to the uses of stabilized rice
bran and will allow for the name registration in all 50 states.
DISSENTERS RIGHTS
Under California law, shareholders of our common stock are not entitled to
dissenter's rights of appraisal with respect to our proposed amendments to the
Articles of Incorporation in connection with the Name Change.
FINANCIAL AND OTHER INFORMATION
For more detailed information on our corporation, including financial
statements, you may refer to our Form 10-KSB and other periodic filings made
with the SEC from time to time. Additional copies are available on the SEC's
EDGAR database at www.sec.gov or by calling our secretary (916) 933-7000.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
NutraStar Incorporated has duly caused this report to be signed by the
undersigned hereunto authorized.
June ___, 2003
NUTRASTAR INCORPORATED
By:________________________________
John Howell
President
INDEX TO EXHIBITS
Exhibit 1 - Certificate of Amendment of Articles of Incorporation
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Exhibit 1
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
NUTRASTAR INCORPORATED
Patricia McPeak and Edward Newton certify that:
1. They are the President and Secretary, respectively, of NutraStar
Incorporated, a California corporation.
2. Article One. of the Articles of Incorporation is hereby amended to read
in full as follows:
"The name of this corporation is NutraCea"
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding common shares of
the corporation is 25,633,547 and the total number of outstanding Series A
Preferred Stock of the corporation is 2,778,828. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than fifty percent (50%) of the total outstanding shares
voting as a single class.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: June __, 2003
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John Howell, President
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Edward Newton, Secretary