SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(RULE
14C-101)
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Check
the
appropriate box:
x
Preliminary Information
Statement
o
Confidential, for Use
of the Commission Only (as permitted by Rule
14a-5(d)
(1))
o
Definitive Information
Statement
BLINK
COUTURE, INC.
(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
previously paid 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.:
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BLINK
COUTURE, INC.
122
Ocean
Park Blvd., Suite 307
Santa
Monica, CA 90405
(310)
396-1691
March
10,
2008
Dear
Stockholder:
This
Information Statement is furnished to holders of shares of common stock, $.0001
par value (the "Common Stock") of BLINK COUTURE, INC. (the "Company"). We are
sending you this Information Statement to inform you that on March 10, 2008,
the
Board of Directors of the Company unanimously adopted the following
resolutions:
1)
To seek stockholder approval to an amendment to the Company's Articles of
Incorporation to increase the Company's authorized capital to 120,000,000 shares
comprising 100,000,000 shares of Common Stock par value $.0001 per share and
20,000,000 shares of Preferred Stock par value $0.0001 per share;
and
2)
To seek stockholder approval to amend the Company's Certificate of Incorporation
to effect a reverse stock split of the Company's Common Stock.
Thereafter,
on March 10, 2008, pursuant to the By-Laws of the Company and applicable
Delaware law, a principal stockholder of the Company (identified in the section
entitled "Voting Securities and Principal Holders Thereof") holding 13,940,000
shares of Common Stock, representing approximately 67.5% of the total issued
and
outstanding Common Stock, adopted a resolution to authorize the Board of
Directors (1) to amend the Company's Articles of Incorporation to increase
the
Company's authorized capital to 120,000,000 shares comprising 100,000,000 shares
of Common Stock par value $.0001 per share and 20,000,000 shares of Preferred
Stock par value $0.0001 per share; and (2) in its sole discretion, to effect
a
reverse split of the Company's Common Stock based upon a ratio of not less
than
one-for-10 nor more than one-for-52 1/2 shares at any time prior to March 10,
2009. In addition, notwithstanding approval of this proposal by the
stockholders, the Board of Directors may, in its sole discretion, determine
not
to effect, and abandon, the reverse stock split without further action by our
stockholders.
The
Board
of Directors believes that the proposed increase in authorized capital and
reverse stock split is beneficial to the Company because it provides the Company
with the flexibility it needs to attract a transaction consistent with its
Business Plan.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO
SEND US A PROXY
The
enclosed Information Statement is being furnished to you to inform you that
the
foregoing action has been approved by the holders of a majority of the
outstanding shares of our Common Stock. The resolutions will not become
effective before the date which is 20 days after this Information Statement
was
first mailed to stockholders. You are urged to read the Information Statement
in
its entirety for a description of the action taken by the Board of Directors
and
a majority of the stockholders of the Company.
This
Information Statement is being mailed on or about April 1, 2008 to stockholders
of record on March 10, 2008 (the "Record Date").
/s/
Thomas W. Colligan
---------------------------
Thomas
W.
Colligan, President
BLINK
COUTURE, INC.
122
Ocean
Park Blvd., Suite 307
Santa
Monica, CA 90405
(310)
396-1691
-------------------------------------------
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
AND
RULE
14C-2 THEREUNDER
-------------------------------------------
NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT
.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY
The
Company is distributing this Information Statement to its stockholders in full
satisfaction of any notice requirements it may have under Securities and
Exchange Act of 1934, as amended, and applicable Delaware law. No additional
action will be undertaken by the Company with respect to the receipt of written
consents, and no dissenters' rights with respect to the receipt of the written
consents, and no dissenters' rights under the Delaware General Corporation
Law
are afforded to the Company's stockholders as a result of the adoption of these
resolutions.
Expenses
in connection with the distribution of this Information Statement, which are
anticipated to be less than $2,000.00, will be paid by the Company.
BACKGROUND
Blink
Couture, Inc. (the “Company”) was incorporated in Delaware on October 23, 2003
with the former name Fashionfreakz International Inc. On December 2, 2005,
the
Company changed its name to Blink Couture Inc.
Since
its
inception, the Company has not earned any revenues and has had operational
losses to date. Until March 4, 2008, the Company was a development stage online
fashion business that specialized in the sale of clothing, jewelry and
accessories produced by independent designers to customers via the Internet.
On
March 4, 2008, we discontinued our former business and changed our business
plan. The Company’s business plan now consists of exploring potential targets
for a business combination through the purchase of assets, share purchase or
exchange, merger or similar type of transaction. In order to facilitate such
a
transaction, the Company's Board of Directors believes that the proposed
increase in authorized capital and reverse stock split is beneficial to the
Company because it provides the Company with the flexibility it needs to attract
a transaction consistent with its Business Plan. The Board also
requires
the flexibility to adjust the number of issued and outstanding shares of the
Company's Common Stock to meet the requirements of a prospective transaction.
At
this time, the Company does not have any commitments with respect to any
prospective transaction. The Board of Directors believes that it is in the
best
interest of the Company's stockholders and the Company for the Board to have
the
authority increase the Company’s authorized capital and to effect a reverse
stock split of the Company's common shares in order to make the Company more
attractive for a potential business combination. The Board of Directors intends
to implement the increase in the Company’s authorized capital twenty days
following the mailing of this Information Statement to the Company’s
stockholders and would effect a reverse stock split only upon its determination
that a reverse stock split would be in the best interests of the stockholders
at
that time. The Board of Directors would set the specific timing for such a
split
within the authority granted by the stockholders.
No
further action on the part of stockholders will be required to either increase
the Company’s authorized capital or to implement or abandon the reverse stock
split. The Board of Directors reserves its right to elect not to proceed, and
abandon, the reverse stock split if it determines, in its sole discretion,
that
this proposal is no longer in the best interests of the Company's
stockholders.
At
this
time, the Company does not have any specific current prospects for a business
transaction or merger and has no agreements with any specific candidates
relative thereto.
ADVANTAGES
AND DISADVANTAGES OF INCREASING AUTHORIZED COMMON STOCK
There
are
certain advantages and disadvantages of increasing the Company's authorized
common stock. The advantages include:
·
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The
ability to raise capital by issuing capital stock under future financing
transactions, if any.
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·
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To
have shares of common stock available to pursue business expansion
opportunities, if any.
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The
disadvantages include:
·
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Dilution
to the existing stockholders, including a decrease in our net income
per
share in future periods. This could cause the market price of our
stock to
decline.
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·
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The
issuance of authorized but unissued stock could be used to deter
a
potential takeover of the Company that may otherwise be beneficial
to
stockholders by diluting the shares held by a potential suitor or
issuing
shares to a stockholder that will vote in accordance with the desires
of
the Company's Board of Directors, at that time. A takeover may be
beneficial to independent stockholders because, among other reasons,
a
potential suitor may offer such stockholders a premium for their
shares of
stock compared to the then-existing market price. The Company does
not
have any plans or proposals to adopt provisions or enter into agreements
that may have material anti-takeover
consequences.
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CERTAIN
RISK FACTORS ASSOCIATED WITH THE REVERSE STOCK SPLIT
There
can
be no assurance that the total market capitalization of the Company's Common
Stock (the aggregate value of all Company’s Common Stock at the then market
price) after the proposed reverse stock split will be equal to or greater than
the total market capitalization before the proposed reverse stock split or
that
the per share market price of the Company's Common Stock following the reverse
stock split will increase in proportion to the reduction in the number of shares
of the Company's Common Stock outstanding before the reverse stock
split.
If
the
reverse stock split is effected, the resulting per-share stock price may not
attract or satisfy potential acquisition targets and there is no guarantee
that
any transaction will be effected.
A
decline
in the market price of the Company's Common Stock after the reverse stock split
may result in a greater percentage decline than would occur in the absence
of a
reverse stock split, and the liquidity of the Company's Common Stock could
be
adversely affected following such a reverse stock split.
IMPACT
OF
THE PROPOSED REVERSE STOCK SPLIT IF IMPLEMENTED
If
approved and effected, the reverse stock split will be realized simultaneously
for all of the Company's Common Stock and the ratio will be the same for all
of
the Company's Common Stock. All fractional interests resulting from the reverse
split will be rounded up to the nearest whole share (see EFFECT ON FRACTIONAL
SHAREHOLDERS, below). The reverse stock split will affect all of the Company's
stockholders uniformly, however, the rounding of fractional shares may affect
certain stockholders' percentage ownership interests and proportionate voting
power in the Company. Because the number of authorized shares of the Company's
Common Stock will not be reduced, the reverse stock split will increase the
Board of Directors' ability to issue authorized and unissued shares without
further stockholder action.
The
principal effect of the reverse stock split will be that:
·
|
the
number of shares of the Company's Common Stock issued and outstanding
will
be reduced from 20,640,250
shares to a range of approximately 2,064,025 shares (at a one for
10
reverse split) to 393,148 shares (at a one for 52 ½ reverse
split);
|
·
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the
number of shares that may be issued upon the exercise of conversion
rights
by holders of securities convertible into the Company's Common Stock
will
be reduced proportionately; and
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·
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proportionate
adjustments will be made to the per-share exercise price and the
number of
shares issuable upon the exercise of all outstanding options entitling
the
holders to purchase shares of the Company's Common Stock, which will
result in approximately the same aggregate price being required to
be paid
for such options upon exercise immediately preceding the reverse
stock
split.
|
In
addition, the reverse stock split may increase the number of stockholders who
own odd lots (less than 100 shares). Stockholders who hold odd lots typically
may experience an increase in the cost of selling their shares and may have
greater difficulty in effecting sales.
EFFECT
ON
FRACTIONAL STOCKHOLDERS
All
fractional interests resulting from the reverse split will be rounded up to
the
nearest whole share.
EFFECT
ON
REGISTERED AND BENEFICIAL STOCKHOLDERS
Upon
a
reverse stock split, we intend to treat stockholders holding the Company's
Common Stock in "street name", through a bank, broker or other nominee, in
the
same manner as registered stockholders whose shares are registered in their
names. Banks, brokers or other nominees will be instructed to effect the reverse
stock split for their beneficial holders holding the Company's Common Stock
in
"street name." However, these banks, brokers or other nominees may have
different procedures than registered stockholders for processing the reverse
stock split. If you hold your shares with a bank, broker or other nominee and
if
you have any questions in this regard, we encourage you to contact your
nominee.
EFFECT
ON
REGISTERED CERTIFICATED SHARES
Some
of
our registered stockholders hold all their shares in certificate form. If any
of
your shares are held in certificate form, you will receive a transmittal letter
from our transfer agent, Island Stock Transfer, as soon as practicable after
the
effective date of the reverse stock split. The letter of transmittal will
contain instructions on how to surrender your certificate(s) representing your
pre-reverse stock split shares to the transfer agent. Upon receipt of your
stock
certificate, you will be issued the appropriate number of shares electronically
in book-entry form under the direct registration system.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY
CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
AUTHORIZED
SHARES
The
reverse stock split would affect all issued and outstanding shares of the
Company's Common Stock and outstanding rights to acquire the Company's Common
Stock. Upon the effectiveness of the reverse stock split, the number of
authorized shares of the Company's Common Stock that are not issued or
outstanding would increase due to the reduction in the number of shares of
the
Company's Common Stock issued and outstanding based on the reverse stock split
ratio selected by the Board of Directors. As of February 29, 2008, we had
80,000,000 shares of authorized Common Stock and 20,640,250 shares of Common
Stock issued and outstanding together with 20,000,000 shares of Preferred Stock
and none outstanding. Following the increase in authorized shares proposed
by
the Company’s board of directors, we will have 100,000,000 shares of authorized
Common Stock and 20,640,250 shares of Common Stock issued and outstanding
together with 20,000,000 shares of Preferred Stock and none outstanding.
Authorized but unissued shares will be available for issuance, and we may issue
such shares in the future. If we issue additional shares, the ownership interest
of holders of the Company's Common Stock will be diluted.
ACCOUNTING
MATTERS
The
stated capital attributable to the Company's Common Stock on its balance sheet
will be unchanged. The per-share net income or loss and net book value of the
Company's Common Stock will be restated because there will be fewer shares
of
the Company's Common Stock outstanding.
PROCEDURE
FOR EFFECTING REVERSE STOCK SPLIT
If
the
Board of Directors decides to implement the reverse stock split at any time
prior to March 10, 2009, the Company will promptly file a Certificate of
Amendment with the Secretary of State of the State of Delaware to amend our
existing Certificate of Incorporation. The reverse stock split will become
effective on the date of filing the Certificate of Amendment, which is referred
to as the "effective date." Beginning on the effective date, each certificate
representing pre-reverse stock split shares will be deemed for all corporate
purposes to evidence ownership of post-reverse stock split shares. The text
of
the Certificate of Amendment is set forth in Exhibit A to this information
statement. The text of the Certificate of Amendment is subject to modification
to include such changes as may be required by the office of the Secretary of
State of the State of Delaware and as the Board of Directors deems necessary
and
advisable to effect the reverse stock split.
NO
APPRAISAL RIGHTS
Under
applicable Delaware law, the Company's stockholders are not entitled to
appraisal rights with respect to the reverse stock split, and we will not
independently provide stockholders with any such right.
FEDERAL
INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The
following is a summary of certain material United States federal income tax
consequences of the reverse stock split, does not purport to be a complete
discussion of all of the possible federal income tax consequences of the reverse
stock split and is included for general information only. Further, it does
not
address any state, local or foreign income or other tax consequences. Also,
it
does not address the tax consequences to holders that are subject to special
tax
rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the pre-reverse stock split shares were, and the post-reverse
stock split shares will be, held as a "capital asset," as defined in the
Internal Revenue Code of 1986, as amended (i.e., generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of such stockholder. Each stockholder is
urged to consult with such stockholder's own tax advisor with respect to the
tax
consequences of the reverse stock split. As used herein, the term United States
holder means a stockholder that is, for federal income tax purposes: a citizen
or resident of the United States; a corporation or other entity taxed as a
corporation created or organized in or under the laws of the United States,
any
State of the United States or the District of Columbia; an estate the income
of
which is subject to federal income tax regardless of its source; or a trust
if a
U.S. court is able to exercise primary supervision over the administration
of
the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust.
No
gain
or loss should be recognized by a stockholder upon such stockholder's exchange
of pre-reverse stock split shares for post-reverse stock split shares pursuant
to the reverse stock split. The aggregate tax basis of the post-reverse stock
split shares received in the reverse stock split will be the same as the
stockholder's aggregate tax basis in the pre-reverse stock split shares
exchanged therefor. The stockholder's holding period for the post-reverse stock
split shares will include the period during which the stockholder held the
pre-reverse stock split shares surrendered in the reverse stock
split.
Our
view
regarding the tax consequences of the reverse stock split is not binding on
the
Internal Revenue Service or the courts.
ACCORDINGLY,
EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT
TO
ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE STOCK
SPLIT
.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
following table lists, as of March 10, 2008, the number of shares of Common
Stock beneficially owned by (i) each person or entity known to the Company
to be
the beneficial owner of more than 5% of the outstanding Common Stock; (ii)
each
officer and director of the Company; and (iii) all officers and directors as
a
group. Information relating to beneficial ownership of Common Stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to
be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of
the
security. The person is also deemed to be a beneficial owner of any security
of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may
be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not
have
any pecuniary beneficial interest.
The
percentages below are calculated based on 20,640,250 shares of BLINK COUTURE,
INC. Common Stock issued and outstanding.
Name
and Address of
Beneficial
Owner
Beneficially
Owned
|
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Number
of Shares
Beneficially
Owned (1)
|
|
Percentage
of Shares
|
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Fountainhead
Capital Management Limited
Portman
House, Hue Street.
Helier,
Jersey JE4 5RP
Channel
Islands
|
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13,940,000
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67.54%
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La
Pergola Investments Limited
Portman
House, Hue Street
St.
Helier, Jersey JE4 5RP
Channel
Islands
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2,460,000
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11.92%
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Thomas
W, Colligan, President, Secretary, Treasurer, CEO, CFO And
Director
5528
Westcott Circle
Frederick,
Maryland 21703
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0
|
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0.00%
|
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|
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Officers
and Directors
as
a group (1 person)
|
|
0
|
|
0.00%
|
(1)
Unless
otherwise indicated, the Company believes that all persons named in the table
have sole voting and investment power with respect to all shares of the Common
Stock beneficially owned by them. A person is deemed to be the beneficial owner
of securities which may be acquired by such person within 60 days from the
date
indicated above upon the exercise of options, warrants or convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants or convertible securities that are held by
such
person (but not those held by any other person) and which are exercisable within
60 days of the date indicated above, have been exercised.
INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS
TO
BE ACTED UPON
No
director, executive officer, associate of any director or executive officer
or
any other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the proposal to amend the Certificate of Incorporation
and take all other proposed actions which is not shared by all other holders
of
the Company's Common Stock.
OTHER
MATTERS
The
Board
knows of no other matters other than those described in this Information
Statement which have been approved or considered by the holders of a majority
of
the shares of the Company's voting stock.
IF
YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE
CONTACT
:
Robert
L.
B. Diener
Law
Offices of Robert Diener
122
Ocean
Park Blvd.
Suite
307
Santa
Monica, CA 90405
Telephone:
(310) 396-1691
BY
ORDER OF THE BOARD OF DIRECTORS OF BLINK COUTURE, INC.
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BLINK
COUTURE, INC.
The
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST:
That at a meeting of the Board of Directors of Blink Couture, Inc. held on
March
10, 2008, the Directors approved the following resolution:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing
“Article IV Authorized Shares” by (a) amending Article IV(A) “Classes of Stock”
in its entirety to read as follows:
“The
Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock”. The total number of shares
which the Corporation is authorized to issue is one hundred twenty million
(120,000,000) shares, each with a par value of $0.0001 per share. One hundred
million (100,000,000) shares shall be Common Stock and twenty million
(20,000,000) shares shall be Preferred Stock.”
And
(b)
inserting the following three new paragraphs following the current text of
Article IV:
“Upon
the
filing of this amendment with the office of the Secretary of State of the State
of Delaware (the "Effective Date"), each [number] shares of Common Stock then
issued, which are the only voting securities of the Corporation issued and
outstanding, shall be automatically reclassified into one share of Common Stock.
All fractional interests in shares shall be rounded up to the nearest whole
share.
From
and
after the Effective Date, the amount of capital represented by the Common Stock
immediately after the Effective Date shall be the same as the amount of capital
represented by such shares immediately prior to the Effective Date, until
thereafter reduced or increased in accordance with applicable law. Each Share
of
Common Stock shall continue to have $.0001 par value after the reverse Stock
Split.
From
and
after the Effective Date, the total number of shares of all classes of capital
stock which the Corporation shall have authority to issue shall remain
unchanged.
SECOND:
That thereafter, pursuant to Delaware General Corporation Laws Section 228,
a
consent in writing, setting forth the action so taken, was signed by the holders
of outstanding stock having not less than the minimum number of votes that
would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present.
THIRD:
That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed
this
________________ day of ________________, 2008.
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By:
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Authorized
Officer
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Title:
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Name:
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