UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Schedule 13E-3
(Amendment
No. 1)
Rule 13e-3
Transaction Statement Under Section 13(e)
of
the Securities Exchange Act of 1934
VillageEDOCS,
Inc.
(Name of
the Issuer)
VillageEDOCS,
Inc.
(Name of
Person(s) Filing Statement)
Common
Stock, Par Value $0.0001 Per Share
(Title of
Class of Securities)
927118109
(CUSIP
Number of Class of Securities)
Michael
A. Richard
VillageEDOCS,
Inc.
1401
N. Tustin Ave., Suite 230
Santa
Ana, CA 92705
(714)
734-1030
(Name,
Address and Telephone Number of Person(s) Authorized to Receive Notices
and
Communications
on Behalf of Person(s) Filing Statement)
With
Copies To:
Michael
T. Cronin, Esq.
Johnson,
Pope, Bokor, Ruppel & Burns, LLP
911
Chestnut St.
Clearwater,
FL 33756
(727)
461-1818
This
statement is filed in connection with (check the appropriate box):
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a.
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þ
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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o
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A
tender offer.
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d.
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o
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None
of the above.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies:
þ
Check the
following box if the filing is a final amendment reporting the results of the
transaction:
o
Neither
the Securities and Exchange Commission nor any state securities commission has:
approved or disapproved of the transaction; passed upon the merits or fairness
of the transaction; or passed upon the adequacy or accuracy of the disclosure in
the document. Any representation to the contrary is a criminal
offense.
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Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$7,500.00
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$1.50
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*
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For
purposes of calculating the fee only. This amount assumes the acquisition
of approximately 500,000 shares of common stock of the subject company
estimated to be acquired from shareholders to which this Rule 13e-3
Transaction Statement relates for $0.015 per
share.
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**
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The
filing fee equals $7,500 x 0.0002 as determined by
Rule 0-11(b)(1). Previously
paid.
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o
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and date of its
filing.
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INTRODUCTION
This
Rule 13e-3 Transaction Statement on Amendment No. 1 to Schedule 13E-3
(this “Schedule 13E-3”) is being filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13(e) of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), by VillageEDOCS, Inc., a Delaware
corporation (the “Company”), concurrently with the filing by the Company of a
Consent
Statement on Schedule 14A (the
“
Consent
Statement”) in connection with a
proposal to amend the Company’s Articles of Incorporation to change the number
of issued and outstanding shares (the “Shares”) of common stock, par value
$0.0001 per share, of the Company (the “Common Stock”) by effecting a
1-for-10,000 reverse stock split (the “Reverse Stock Split”), immediately
followed by a 10,000-for-1 forward stock split (the “Forward Stock Split” and,
together with the Reverse Stock Split, the “Stock Split”) of the
Shares.
In
conjunction with the Stock Split, those stockholders who will hold fewer than
10,000 shares before the Reverse Stock Split will receive a cash payment of
$0.015 per pre-Reverse Stock Split share in lieu of receiving a fractional
post-Reverse Stock Split share, and the holdings of all other stockholders
(
i.e.
, those holding
10,000 or more prior to the Reverse Stock Split) will remain
unchanged. The amendment would also change the number of authorized
shares and the par value of the Common Stock. Based upon the
Company’s analysis, it expects to pay approximately $50,000 to its stockholders
in the aggregate in connection with the Stock Split.
The
primary effect of the Stock Split will be to reduce the Company’s total number
of record holders bellow 300 persons by fully cashing out any shareholders with
fewer than 10,000 Shares. This will allow the Company to suspend its reporting
obligations arising in connection with its common stock under Section 15(d) of
the Exchange Act. In addition, because the Company has a number of
small lot and odd lot shareholders, the Company may, from time to time, enter
into separate, privately negotiated, transactions with various small lot or odd
lot shareholders to purchase such small lot or odd lot shares.
Each
of the cross references indicated in the Items of this Schedule 13E-3 shows
the location in the
Consent
Statement of
the information required to be included in response to such Items in this
Schedule 13E-3. The information contained in the
Consent
Statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated
herein by reference, and the responses to each Item in this Schedule 13E-3
are qualified in their entirety by the information contained in the
Consent
Statement and the schedules, exhibits,
appendices and annexes thereto. All information contained in this
Schedule 13E-3 concerning the Company has been supplied by the
Company.
As of
the date hereof, the
Consent
Statement is
in preliminary form and is subject to completion and amendment. This
Schedule 13E-3 will be amended to reflect such completion or amendment of the
Consent
Statement.
Item 1. SUMMARY
TERM SHEET
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“STOCK SPLIT SUMMARY TERM SHEET.”
Item 2. SUBJECT
COMPANY INFORMATION
(a)
Name and Address.
The
Company is a Delaware corporation and its contact information is as
follows:
VillageEDOCS,
Inc.
1401 N.
Tustin Ave., Suite 230
Santa
Ana, CA 92705
(714)
734-1030
(b) Securities.
As of
May 31
, 2010, there were 226,546,613 shares
of common stock,
no
par value, issued and outstanding (the “Common Stock”).
(c) Trading
Market and Price.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“INFORMATION ABOUT THE COMPANY — Market Price of Common Stock.”
(d) Dividends.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“INFORMATION ABOUT THE COMPANY — Dividends.”
(e) Prior
Public Offerings.
There has
been no underwritten public offering of the subject securities for cash during
the past three years.
(f)
Prior Stock Purchases.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“INFORMATION ABOUT THE COMPANY — Stock Purchases.”
Item 3. IDENTITY
AND BACKGROUND OF FILING PERSON
(a)
Name and Address.
The
filing person, The Company, is also the subject company with its address and
telephone number provided in Item 2 above. See Item 3(c) below for the
background of the Company’s directors and executive officers. The business
address of each director and executive officer of the Company is: c/o
VillageEDOCS, Inc., 1401 N. Tustin Ave., Suite 230, Santa Ana,
CA 92705. The business telephone number of each director and
executive officer is: c/o VillageEDOCS, Inc. (714) 734-1030.
(b) Business
and Background of Entities.
Not
applicable.
(c) Business
and Background of Natural Persons.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“STOCK SPLIT PROPOSAL — Description and Interest of Certain Persons in Matters
to be Acted Upon.”
Item 4. TERMS
OF THE TRANSACTION
(a)(2)
Material Terms.
The
information set forth in the
Consent
Statement under the following captions is incorporated herein by reference:
“STOCK SPLIT SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS,” “SPECIAL FACTORS —
Purpose of and Reasons for the Stock Split, — Effects of the Stock Split, —
Fairness of the Stock Split, — Source of Funds and Expenses” and “STOCK SPLIT
PROPOSAL — Summary and Structure, — Material United States Federal Income Tax
Consequences, — Accounting Treatment.”
(c) Different
Terms.
The
information set forth in the
Consent
Statement under the following captions is incorporated herein by reference:
“STOCK SPLIT SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS,” “SPECIAL FACTORS —
Description of the Stock Split, — Effects of the Stock Split, — Fairness of the
Stock Split” and “STOCK SPLIT PROPOSAL — Summary and
Structure.”
(d) Appraisal
Rights.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“STOCK SPLIT PROPOSAL — Unavailability of Appraisal or Dissenters’
Rights.”
(e) Provisions
of Unaffiliated Security Holders.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference:
“SPECIAL FACTORS — Fairness of the Stock Split.”
(f)
Eligibility for Listing or Trading.
Not
applicable.
Item 5. PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions.
The
information set forth in the
Consent
Statement under the following caption is incorporated herein by reference: “PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.”
(b) Significant
Corporate Events.
The
information set forth in the
Consent
Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Fairness of the Stock Split” and “PAST CONTRACTS,
TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.”
(c) Negotiations
or Contacts.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS
AND AGREEMENTS.”
(e) Agreements
Involving the Subject Company’s Securities.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS
AND AGREEMENTS.”
Item 6.
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) Use
of Securities Acquired.
The
shares purchased by the Company will be retired and returned to the status of
authorized but unissued shares.
(c) Plans.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET,” “SPECIAL
FACTORS — Purpose of and Reasons for the Stock Split” and “INFORMATION ABOUT THE
COMPANY — Market Price of Common Stock, — Dividends.”
Item 7.
PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS IN A GOING–PRIVATE
TRANSACTION
(a) Purposes.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET” and “SPECIAL
FACTORS — Purpose of and Reasons for the Stock Split.”
(b) Alternatives.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “SPECIAL FACTORS — Alternatives to the Stock
Split.”
(c) Reasons.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET” and “SPECIAL
FACTORS — Purpose of and Reasons for the Stock Split.”
(d) Effects.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET”, “QUESTIONS
AND ANSWERS,” “SPECIAL FACTORS — Description of the Stock Split, — Effects of
the Stock Split, — Fairness of the Stock Split” and “STOCK SPLIT PROPOSAL —
Summary and Structure, — Material United States Federal Income Tax Consequences,
— Accounting Treatment.”
Item 8.
FAIRNESS OF THE GOING–PRIVATE TRANSACTION
(a) Fairness.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET”, “SPECIAL
FACTORS — Fairness of the Stock Split.”
(b) Factors
Considered in Determining Fairness.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET”, “SPECIAL
FACTORS — Fairness of the Stock Split.”
(c) Approval
of Security Holders.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET,” “SPECIAL
FACTORS — Fairness of the Stock Split” and “MEETING AND VOTING INFORMATION —
Quorum and Required Vote.”
(d) Unaffiliated
Representative.
The
Board of Directors of the Company has not retained an unaffiliated
representative to act solely on behalf of the Company’s shareholders. The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “SPECIAL FACTORS — Fairness of the Stock
Split.”
(e) Approval
of Directors.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “SPECIAL FACTORS — Fairness of the Stock
Split, — Conclusion” and “STOCK SPLIT PROPOSAL — Background of the Stock Split,
— Recommendation of the Board of Directors.”
(f) Other
Offers.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “SPECIAL FACTORS — Fairness of the Stock
Split.”
Item 9.
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) Report,
Opinion or Appraisal.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “STOCK SPLIT SUMMARY TERM SHEET,” “SPECIAL
FACTORS — Fairness of the Stock Split,” and “STOCK SPLIT PROPOSAL — Background
of the Stock Split, — Recommendation of the Board of
Directors.”
(b) Preparer
and Summary of the Report, Opinion or Appraisal.
Not
Applicable.
(c) Availability
of Documents.
Not
Applicable.
Item 10.
SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) Source
of Funds.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “SPECIAL FACTORS — Source of Funds and
Expenses.”
(b) Conditions.
There are
no material conditions to financing. There are no alternative financing
arrangements to the sources described in “SPECIAL FACTORS — Source of Funds and
Expenses.”
(c) Expenses.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “SPECIAL FACTORS — Source of Funds and
Expenses.”
(d) Borrowed
Funds.
Not
Applicable.
Item 11.
INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities
Ownership.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “STOCK SPLIT PROPOSAL — Description and
Interest of Certain Persons in Matters to be Acted Upon.”
(b) Securities
Transactions.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “INFORMATION ABOUT THE COMPANY — Stock
Purchases.”
Item 12.
THE SOLICITATION OR RECOMMENDATION
(d) Intent
to Tender or Vote in a Going Private Transaction.
The
information set forth in the Consent Statement under the following captions is
incorporated herein by reference: “SPECIAL FACTORS — Effects of the Stock Split,
— Fairness of the Stock Split, — Conclusion” and “STOCK SPLIT PROPOSAL —
Recommendation of the Board of Directors, — Description and Interest of Certain
Persons in Matters to be Acted Upon.”
(e) Recommendations
of Others.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “SPECIAL FACTORS, — Fairness of the Stock
Split.”
Item 13.
FINANCIAL STATEMENTS
(a) Financial
Information.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “FINANCIAL INFORMATION — Summary Historical
Financial Information.”
(b) Pro
forma Information.
The
information set forth in the Consent Statement under the following caption is
incorporated herein by reference: “FINANCIAL INFORMATION — Pro Forma Financial
Information.”
Item 14.
PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations
or Recommendations.
Not
applicable.
(b) Employees
and Corporate Assets.
The
Company’s Chief Executive Officer and its Chief Financial Officer are the
primary company employees involved in preparing and reviewing the Consent
Statement, this Schedule 13E-3, and other documents. There are no
special or additional compensatory arrangements paid to these individuals in
connection with the Stock Split.
Item 15.
ADDITIONAL INFORMATION
(b) Other
Material Information.
The
information contained in the Consent Statement, including all appendices
attached thereto, is incorporated herein by reference.
Item 16.
EXHIBITS
(a)(i)
Consent Statement on Schedule 14A including all appendices attached
thereto, filed by the Company with the SEC on February 5, 2010 (incorporated
herein by reference) (the “Consent Statement”).
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set for in this statement is true, complete and
correct.
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VillageEDOCS,
Inc.
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Dated: June
17, 2010
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By:
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/s/ J.
Thomas Zender
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J.
Thomas Zender
Chairman
of the
Board
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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(a)(i)
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Consent
Statement on Schedule 14A including all appendices and the consent
card attached thereto, filed by the Company with the SEC on June 17, 2010
(incorporated herein by reference) (the “Consent
Statement”).
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