Care Concepts Announces Name, Stock Voting Changes

Jeff Berg
POMPANO BEACH, Fla. — The prospective purchaser of Penthouse’s publisher and Internet payment processor iBill announced Tuesday that in an upcoming shareholder meeting the company intends to change its name and amend its certificate of incorporation to need less shareholder approval to make important stock decisions, according to SEC filings obtained by XBiz.

The news comes just days after Care Concepts I Inc.’s Chief Executive Officer Steve Markley and President Gary C. Spaniak Jr. filed papers with the Securities and Exchange Commision that indicate they made a multi-million dollar sale of personal stock and that several British Virgin Islands holding companies acquired roughly 10 percent of company stock.

In the filings, Care Concepts stated that it intends to amend its certificates of incorporation to require simply a majority of shareholder votes instead of the 66.7 percent required now and to allow a written majority consent to be used in lieu of special and annual shareholder meetings.

“We seek to eliminate the provision of an approval by 66.7 percent of total outstanding shares […] because it will be difficult, overly burdensome and expensive to obtain votes from our stockholders when we seek stockholder approval,” the statements read.

“We are of this view because, due to the time and expense involved in soliciting stockholder approval, we may be unable to obtain stockholder approval needed to take action that, in the business judgment of our board of directors, is in the best interests of the stockholders and of the company,” Care Concepts wrote.

Under the new proposal, Care Concepts would also change its name to Interactive Brand Development Inc.

According to Care Concepts, they have already been assured the votes needed to effect the change in their bylaws and certificate of incorporation.

The new filings follow several stormy months for the company, which was forced to delay its acquisition of payment processor iBill. The company also had its stock delisted from the American Stock Exchange for a variety of public-interest concerns.

In September, Care Concepts announced that it intended to purchase roughly 40 percent of the non-voting stock in Penthouse publisher General Media when it came out of bankruptcy.

Company stock also dropped markedly during the past few months, falling from roughly $6 two months ago to an all-time low of $.54 before bouncing back up to $.63 in the last two weeks.