SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14C
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
TS ELECTRONICS, 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: Common
Stock
2) Aggregate number of securities to which transaction applies: 30,000,000
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): $.001 par value
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] 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:
TS ELECTRONICS, INC.
3 Pennsylvania Lane, Parsippany, NJ 07054
INFORMATION STATEMENT
January ___, 2006
The Board of Directors believes that it is advisable and in the best interests of TS Electronics, Inc., a Delaware corporation (the "Company") to amend and restate the Company's Certificate of Incorporation in order to:
(i)
change the name of the Company to China Pharma Holdings, Inc., in order to reflect its new business of manufacturing and marketing of pharmaceutical products;(ii) increase its number of authorized shares of common stock from 30,000,000, par value $0.001 per share to 100,000,000 shares, par value $0.001 per share;
(iii) grant the board of directors of the Company with authority to effect a reverse stock split on the basis of 2.893588 for 1 and;
(iv) elect two additional directors to the board thereby increasing the number from one (1) to three (3) and fixing it thereat.
This notice and information statement is being first sent to stockholders on or about January ___, 2006. The Company anticipates that the amendment will become effective on or about February ___, 2006, twenty (20) days after mailing.
This notice and information statement shall serve as written notice to stockholders of the Company required under Section 228(e) of the Delaware General Corporation Law (the "DGCL").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
To Our Stockholders:
This notice and information statement is being mailed or otherwise furnished to stockholders of the Company in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's common stock of a proposal (the "Proposal") to approve the following amendments to the Company's Certificate of Incorporation (the "Amendments"):
(i)
change the name of the Company to China Pharma Holdings, Inc., in order to reflect its new business of manufacturing and marketing of pharmaceutical products;(ii) increase its number of authorized shares of common stock from 30,000,000, par value $0.001 per share to 100,000,000 shares, par value $0.001 per share;
(iii) grant the board of directors of the Company with authority to effect a reverse stock split on the basis of 2.893588 for 1 and;
CHINA PHARMA HOLDINGS INC PRELIM2 14c (3) (2)
(iv) elect two additional directors to the board thereby increasing the
number from one (1) to three (3) and fixing it thereat. The record date for determining stockholders entitled to
receive this Information Statement has been established as the close of business
on January 15, 2006 (the "Record Date"). This Information Statement will be
first mailed on or about February ___, 2006 to stockholders of record at the close
of business on the Record Date. As of the Record Date, there were outstanding
30,000,000 shares of the Company's common stock. The holders of all outstanding
shares of common stock are entitled to one vote per share of common stock
registered in their names on the books of the Company at the close of business
on the Record Date. An amendment to the Certificate of Incorporation requires a
majority of the votes cast either at the annual meeting or by written consent.
One stockholder, Heung Mei Tsui, owning approximately 68.5% of the outstanding
voting securities of the Company voted for the Amendments in a written consent,
dated January 20, 2006, attached hereto as Exhibit A. Our Board of Directors has
unanimously approved the Amendments. Accordingly, the Company is not soliciting
your vote and you are requested not to send a proxy. The amendment of the Certificate of Incorporation (the
"Certificate of Amendment") will become effective by filing the amendment with
the Delaware Secretary of State, a form of which is attached hereto as Exhibit
B. Under federal securities laws, the Company cannot file the Certificate of
Amendment until at least 20 days after the mailing of this Information
Statement. Once the Company files the Certificate of Amendment, in addition to
other changes pursuant to the Amendments, the Company will have 100,000,000
authorized shares of common stock and its name change will be effective. GENERAL The Company will pay all costs associated with the
distribution of this Information Statement, including the costs of printing and
mailing. The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
this Information Statement to the beneficial owners of the Company's common
stock. The Company will only deliver one Information Statement to multiple holders
of our common stock sharing an address unless it has received contrary
instructions from such holders. Upon written or oral request, the Company will promptly
deliver a separate copy of this Information Statement and any future annual
reports and information statements to any security holder 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 any future annual reports and
information statements to any holder or holders sharing an address to which
multiple copies are now delivered. You should direct any such requests to the
following address: 3 Pennsylvania Lane CHINA PHARMA HOLDINGS INC PRELIM3 14c (3) (2)
Parsippany, NJ 07054
NAME CHANGE OF THE COMPANY The Board of Directors has determined that it would be in the
best interests of the Company to change the name of the Company from TS
Electronics, Inc. to China Pharma Holdings, Inc. to reflect its current business
of manufacturing and marketing pharmaceutical products currently sold in the
People's Republic of China. On October 19, 2005, the Company executed a Securities
Exchange Agreement (the "Agreement") with Onny Investment Ltd., a corporation
organized under the laws of the British Virgin Islands ("Onny"), and the
stockholders of Onny (the "Onny Stockholders"), which provided that TS
Electronics, Inc. ("TSET") acquire all of the issued and outstanding shares of
Onny from Onny Stockholders in exchange for 27,499,940 shares of TSET's common
stock (the "Exchange Transaction"). The Exchange Transaction closed on October
19, 2005. Pursuant to the Exchange Transaction, the Company desires to change
its name to reflect the change in its business purpose to manufacturing and
marketing of pharmaceutical products. INCREASE OF AUTHORIZED SHARES The Board of Directors has determined that that it would be
in the best interests of the Company to increase its authorized shares of common
stock from 30,000,000 to 100,000,000 to provide for the Company's future needs.
REVERSE STOCK SPLIT The Board of Directors has determined that it would be in the
best interests of the Company to conduct up to 2.893588 for 1 reverse split. The
Board of Directors believes that the reverse stock split will adjust the
capitalization to an optimal level given the current financial condition of the
Company. The number of authorized shares of the Company remains unchanged. ADDITION OF DIRECTORS TO BOARD The Board of Directors has determined that that it would be
in the best interests of the Company to amend and restate the Company's
Certificate of Incorporation, to among other things, add two additional
directors to the Board of Directors to assist in governing the affairs of the
Company. Any vacancies which may occur during the year due to the addition of
such directors may be filled by directors to serve for the remainder of their
full term. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION The Board of Directors has determined that that it would be
in the best interests of the Company to amend and restate the Company's
Certificate of Incorporation, to effect the above actions, i.e. change of name,
increasing the number of authorized shares, granting the Board of Directors
authority to effect the reverse stock split, and add two additional directors to
the Board. CHINA PHARMA HOLDINGS INC PRELIM4 14c (3) (2)
CERTAIN QUESTIONS AND ANSWERS Q: What am I being asked to approve? A: You are not being asked to approve anything. This
Information Statement is being provided to you solely for your information.
Holders of voting control of a majority of the issued and outstanding common
stock have voted in favor of amending the Company's Certificate of Incorporation
to: (i) change the name of
the Company to China Pharma Holdings, Inc., in order to reflect its new business
of manufacturing and marketing of pharmaceutical products; (ii) increase its
number of authorized shares of common stock from 30,000,000, par value $0.001
per share to 100,000,000 shares, par value $0.001 per share; (iii) grant the board
of directors of the Company with authority to effect a reverse stock split on
the basis of 2.893588 for 1 and; (iv) elect two
additional directors to the board thereby increasing the number from one (1) to
three (3) and fixing it thereat. Q: Why is the Company filing this Information Statement? A: The Company is filing this Information Statement to inform
you that the holders of voting control of a majority of the issued and
outstanding common stock of the Company have amended the Company's Certificate
of Incorporation to: (i) change the name of
the Company to China Pharma Holdings, Inc., in order to reflect its new business
of manufacturing and marketing of pharmaceutical products; (ii) increase its
number of authorized shares of common stock from 30,000,000, par value $0.001
per share to 100,000,000 shares, par value $0.001 per share; (iii) grant the board
of directors of the Company with authority to effect a reverse stock split on
the basis of 2.893588 for 1 and; (iv) elect two
additional directors to the board thereby increasing the number from one (1) to
three (3) and fixing it thereat. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Company has fixed the close of business on January 15,
2006 as the Record Date for the determination of the common stockholders
entitled to notice of the actions by written consent. At the Record Date, the Company had issued and outstanding
30,000,000 shares of common stock. The consenting stockholder held, as of the
Record Date, voting control over 68.5% of the issued and outstanding shares of
common stock. This consent is therefore sufficient, without any further action, to provide
the necessary stockholder approval for the name change, increasing the number of
authorized shares, giving CHINA PHARMA HOLDINGS INC PRELIM5 14c (3) (2)
the Board of Directors the authority to effect a reverse stock split and add
additional directors to the Board and to amend and restate the Certificate of
Incorporation. The consenting stockholder's name, affiliation with the Company and her
beneficial holding is as follows:
Name | Affiliation | Shares Beneficially Held | Percentage |
Heung Mei Tsui | Director | 20,555,329 | 68.5% |
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHTS OF APPROVAL
None.
DESCRIPTION OF SECURITIES
Our Certificate of Incorporation authorize us to issue up to 30,000,000 shares of common stock, par value of $0.001 and , all of which are issued and outstanding. Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which stockholders are required or permitted to vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial ownership of the Company's common stock, as of the Record Date, by (i) each person or group of affiliated persons who management knows beneficially owned five percent or more of the Company's common stock; (ii) each of the Company's Directors; and (iii) all Directors and executive officers as a group.
Unless otherwise indicated in the footnotes to the table, the following individuals have sole voting and sole investment control with respect to the shares they beneficially own. The amount of shares owned by each stockholder in the following table was calculated pursuant to Rule 13d-3(d) of the Exchange Act. Under Rule 13d-3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days of the Record Date are deemed outstanding for the purpose of calculating the number and percentage owned by each other person listed. The total number of outstanding shares of common stock at the Record Date was 30,000,000.
CHINA PHARMA HOLDINGS INC PRELIM6 14c (3) (2)
NAME AND ADDRESS OF BENEFICIAL OWNER (1) | AMOUNT OF | PERCENT |
BENEFICIAL | OF CLASS | |
OWNERSHIP | ||
Heung Mei Tsui, Director | 20,555,329 | 68.5% |
Zhilin Li, CEO and President | 0 | 0% |
Xinhua Wu, CFO | 0 | 0% |
Jian Yang, Secretary | 0 | 0% |
All officers and directors as a group (4 persons) | 20,555,329 | 68.5% |
(1) Unless otherwise stated, the addresses of all persons in the table is c/o 3 Pennsylvania Lane, Parsippany, NJ 07054.
VOTE REQUIRED FOR APPROVAL
Section 228 of the DGCL provides that any action required to be taken at a special or annual meeting of the stockholders of a Delaware corporation may be taken by written consent, in lieu of a meeting, if stockholders owning at least a majority of the voting power sign the consent. Stockholders of the Company owning a majority of the voting power, equaling 68.5% of the Company's issued and outstanding voting common stock, have executed and approved (i) the name change, (ii) increasing the number of authorized shares, (iii) the reverse stock split, (iv) electing additional directors, and (v) amending and restating the Certificate of Incorporation (See the heading "Voting Securities and Principal Holders Thereof" above). No further votes are required or necessary to approve these amendments to the Certificate of Incorporation of the Company.
The securities that would have been entitled to vote if a meeting was required to be held to effect the change to the Board of Directors consist of issued and outstanding shares of the Company's $0.001 par value common voting stock outstanding on January 15, 2006, which was 30,000,000.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004 may be obtained by written request to: 3 Pennsylvania Lane, Parsippany, NJ 07054. Attention: Zhilin Li.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Heung Mei Tsui, director of TSET, is also director of Onny and received 20,555,329 shares of TSET's shares of common stock upon closing of the Exchange Transaction.
CHINA PHARMA HOLDINGS INC PRELIM7 14c (3) (2)
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and quarterly reports on Forms 10-KSB and 10-QSB, which have been filed with the Securities and Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov.
Dated: January 25, 2006 |
By: TS Electronics, Inc. |
/s/ Zhilin Li |
Zhilin Li, CEO and President |
CHINA PHARMA HOLDINGS INC PRELIM8 14c (3) (2)
EXHIBIT A TS ELECTRONICS, INC. CONSENT BY A MAJORITY OF THE STOCKHOLDERS WITHOUT A MEETING
The undersigned, being the holders of a majority of the
issued and outstanding common stock of TS ELECTRONICS, INC., a Delaware
corporation (the "Corporation"), entitled to vote thereon, do hereby consent
that a meeting of the stockholders of the Corporation be dispensed with, for the
purposes hereof, and do hereby take the following actions by written consent,
pursuant to the provisions of Section 228 of the General Corporation Law of the
State of Delaware:
Adoption of the following preamble and resolutions: | |
Amended and Restated | WHEREAS, it is deemed to be in the best interests of the |
Certificate of Incorporation | Corporation and its stockholders that the certificate of incorporation |
of the Corporation be amended and restated (the "Restated | |
Charter") to (i) change the name of the Corporation to China | |
Pharma Holdings, Inc., in order to reflect its new business of | |
manufacturing and marketing of pharmaceutical products, (ii) | |
increase its number of authorized shares of common stock from | |
30,000,000, par value $0.001 per share to 100,000,000 shares, par | |
value $0.001 per share, (iii) grant the board of directors of the | |
Corporation with authority to effect a reverse stock split on the | |
basis of 2.893588 for 1 and (iv) elect two additional directors to the | |
board thereby increasing the number from one (1) to three (3) and | |
fixing it thereat. | |
NOW, THEREFORE, BE IT | |
RESOLVED, that the Corporation is hereby authorized to amend | |
and restate its certificate of incorporation for the purpose of | |
amending certain provisions more fully described in the foregoing | |
preamble and restating the certificate in its entirety; and be it further |
CHINA PHARMA HOLDINGS INC PRELIM9 14c (3) (2)
RESOLVED, that any officers of the Corporation be, and each | |
such officer hereby is, authorized and directed in the name and on | |
behalf of the Corporation, to execute and deliver a Restated Charter | |
and to file the same with the Secretary of State of the State of | |
Delaware, and to do all other things and take all other actions | |
necessary or appropriate to effect the filing of the Restated Charter | |
and transactions contemplated therein. | |
Number of Directors | RESOLVED, that the number of directors which the Corporation |
shall have be, and hereby is, increased from one (1) to three (3) and | |
fixed thereat. | |
Election of Directors | RESOLVED, that Heung Mei Tsui, Zhilin Li and Xinhua Wu be, |
and hereby are, elected as directors of the Corporation, to hold | |
office until the next annual meeting or until their successors have | |
been duly elected and have qualified, or until their earlier | |
resignation, removal or death. | |
Dated: January 20, 2006 |
/s/ Heung Mei Tsui |
Heung Mei Tsui |
(20,555,329 voting common shares) |
CHINA PHARMA HOLDINGS INC PRELIM10 14c (3) (2)
EXHIBIT B State of Delaware The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify: First: That a board of directors of TS Electronics, Inc. resolutions were
adopted setting forth a proposed amendment to the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and, because of
time limitations, to be submitted to stockholders for their written consent in
lieu of a meeting for consideration thereof. The resolutions setting forth the
proposed amendments are as follows: Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "1" so that, as amended, said
Article shall be and read as follows: "1. The name of the corporation is China Pharma Holdings, Inc." And Resolved Further, that the Certificate of Incorporation
of this corporation be amended by changing the Article thereof numbered "4" so
that, as amended, said Article shall be and read as follows: "4. The total number of shares of stock which the Corporation shall have the
authority to issue is One Hundred Million (100,000,000) shares, all of which
shares consist of voting Common Stock, One-Tenth of One Cent ($0.001) par value.
The Board of Directors of the Corporation shall have full authority, to the
extent permitted by law, to adjust the capital stock of the Corporation, to
effect stock split, to designate classes or series thereof and to determine
whether all or any part of such Common Stock shall have voting powers, full or
limited, or no voting powers and to determine such designations, and such
powers, preferences, relative, participating or optional, or other special
rights and the qualifications, limitations or restrictions thereof as the Board
shall from time to time determine in duly adopted resolutions." And Resolved Further, that the Certificate of Incorporation
of this corporation be amended by changing the Article thereof numbered "5" so
that, as amended, said Article shall be and read as follows: "5. The number of directors constituting the entire Board of Directors of the
Corporation shall be not less than three nor more than nine, as authorized from
time to time exclusively by a vote of a majority of the entire Board of
Directors." CHINA PHARMA HOLDINGS INC PRELIM11 14c (3) (2)
Certificate of Amendment of
Certificate of Incorporation of
TS Electronics, Inc.
Second: That thereafter, pursuant to resolution of its board of directors, in
accordance with Section 228 of the General Corporation Law of the State of
Delaware and by the written consent of stockholders in lieu of a meeting, the
necessary number of shares as required by statute were obtained in favor of the
amendments. Third: That said amendments were duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware. Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendments.
By:/s/Zhilin Li |
(Authorized Officer) |
Name: Zhilin Li, President |
CHINA PHARMA HOLDINGS INC PRELIM12 14c (3) (2)