SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to
Section 14(a) of the SecuritiesExchange Act of 1934
Check the appropriate box:
¨ | Preliminary Information Statement |
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¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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x | Definitive Information Statement |
MEDICO INTERNATIONAL INC. |
Payment of Filing Fee (Check the appropriate box):
¨ | No fee required |
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¨ | 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: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (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): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
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¨ | 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. |
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| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
NOTICE OF SHAREHOLDER ACTION
IN LIEU OF A MEETING
Las Vegas, NV
March 7, 2017
TO: THE SHAREHOLDERS OF MEDICO INTERNATIONAL INC. (the “Company”)
The purpose of this letter and the enclosed Information Statement is to inform you that shareholders holding a majority of our Voting Stock (as defined in the Information Statement) have executed a written consent in lieu of a meeting to approve:
Entry into a Stock Purchase Agreement dated February 28, 2017, with Dr. Daniel Liew, the Company’s Chief Executive Office and a member of the Company’s Board of Directors, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”).
The details of the action to be taken pursuant to such written consent are set forth in the accompanying information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
By Order of the Board of Directors,
Dr. Daniel Liew
Principal Executive Officer
MEDICO INTERNATIONAL INC.
187 Warm Springs Road, Suite B273
Las Vegas, NV 89119
(602) 320-4889
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INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
This Information Statement will be mailed on or about March 7, 2017 to the holders of the Common Stock (the “Voting Shareholders”) of Medico International Inc., a Nevada corporation (referred to herein as “we,” “us,” or the “Company”), in connection with the following action taken pursuant to the written consent of the shareholders holding a majority of the voting power of the Company’s outstanding Voting Stock (as defined below) (the “Majority Shareholders”), dated as of February 28, 2017 (the “Written Consent”) authorizing us to:
Entry into a Stock Purchase Agreement dated February 28, 2017, with Dr. Daniel Liew, the Company’s Chief Executive Office and a member of the Company’s Board of Directors, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”).
The actions to be taken pursuant to the Written Consent shall be taken on or about March 28, 2017, and no earlier than twenty (20) days after the mailing of this Information Statement. Only Voting Shareholders of record at the close of business on February 28, 2017, are being given notice of the actions to be taken pursuant to the Written Consent (the “Record Date”) and such notice is being given solely for the purpose of informing them of such corporate actions before they take effect.
On February 28, 2017, our board of directors (the “Board”) unanimously adopted resolutions authorizing the Proposal.
Section 78.320 of the Nevada Revised Statutes provides that the written consent of the holders of the issued and outstanding shares of voting capital 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 and voted, may be substituted for a meeting.
In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the Proposal as early as possible to accomplish the purposes hereafter described, the Board elected to seek the written consent of the Majority Shareholders to reduce the costs and implement the Proposal in a timely manner.
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NO APPRAISAL RIGHTS
The holders of shares of the Company’s Capital Stock have no appraisal rights under Nevada law, the Company’s Certificate of Incorporation, or the Company’s Bylaws with respect to the proposed Stock Purchase Agreement with Dr. Liew.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of Five Hundred Million (500,000,000) shares with a par value of $0.001 have been designated common stock (the “Common Stock”).
Also as of the Record Date, we have 3,697,000 shares of Common Stock issued and outstanding.
Each share of Common Stock entitles its holder to one (1) vote on each matter submitted to the shareholders. The total number of votes able to be cast by all of the outstanding shares of Capital Stock is referred to herein as the “Voting Stock”.
Due to the fact that the shareholders holding at least a majority of the voting rights of all outstanding Voting Stock as of the Record Date have voted in favor of the Proposal by the Written Consent; and having sufficient voting power to approve the Proposal through their ownership of Voting Stock, no other shareholder consents will be obtained in connection with this information statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until a date at least 20 days after the date on which this information statement has been mailed to the Voting Shareholders. The Company anticipates that the actions contemplated herein will be effected on or about the close of business on March 28, 2017.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.
The Company does not pay any of its directors for their services as directors. It is possible that management could begin to pay its directors for meetings attended, grant a small number of stock options or issue shares of our common stock for their services. However, no specific determination in this regard has been made.
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ABOUT THE INFORMATION STATEMENT
What is the Purpose of the Information Statement?
This information statement is being furnished to you pursuant to Section 14 of the Securities Exchange Act of 1934 to notify all of the Company’s shareholders of certain corporate actions taken by the Majority Shareholders pursuant to the Written Consent.
Who is Entitled to Notice?
Each outstanding share of Capital Stock as of record on the Record Date will be entitled to notice of the actions to be taken pursuant to the Written Consent. The shareholders, as of the close of business on the Record Date, that held in the aggregate in excess of fifty percent (50%) of the voting power of the Company's outstanding shares of Voting Stock, voted in favor of the Proposal.
What Constitutes the Voting Stock of the Company?
The voting power entitled to vote on the Proposal consists of the vote of the holders of the issued and outstanding shares of our Capital Stock. As of the Record Date, a total of 3,697,000 votes were able to be cast on any matters submitted to the Shareholders.
What Vote is Required to Approve the Proposal?
The affirmative vote of a majority of the voting power of the shares of Voting Stock outstanding on the Record Date is required for approval of the Proposal. A majority of the voting power of the outstanding shares of Voting Stock voted in favor of the Proposal pursuant to the Written Consent.
What Corporate Matters Did The Majority Shareholder Vote For?
Shareholders holding a majority of the Voting Stock voted in favor of the following Proposal:
Entry into a Stock Purchase Agreement dated February 28, 2017, with Dr. Daniel Liew, the Company’s Chief Executive Office and a member of the Company’s Board of Directors, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation (the “Stock Purchase”).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of our Common Stock owned as of February 28, 2017 by all persons (i) known to us who own more than 5% of the outstanding number of such shares, (ii) by all of our directors, and (iii) by all officers and directors of us as a group. Unless otherwise indicated, each of the Shareholders has sole voting and investment power with respect to the shares beneficially owned.
Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our common stock issuable upon the exercise of warrants or stock options exercisable currently or within 60 days of February 28, 2017, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
The numbers reflected in the percent owned column is based on 3,697,000 shares of our Common Stock issued and outstanding as of February 28, 2017. Unless otherwise indicated below, the persons named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
Name and Address Of Owner |
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| Percent Owned |
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Dr. Daniel Liew – CEO and Director 43 St Patrick’s Road #03-07 Singapore 424165 |
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| -0- |
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| - |
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Dr. Madeline Chew - COO 43 St Patrick’s Road #03-07 Singapore 424165 |
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| -0- |
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| - |
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Liew Min Hin – CFO and Director 50000 Marine Parade Rd. #07-53 Singapore 449294 |
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| 900,000(1) |
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| 24.34 | % | |
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All directors and executive officers as a group |
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| 900,000 |
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| 24.34 | % |
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Beneficial Holders of Greater than 5% |
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Multi Care Pte. Ltd. 23 New Industrial road #07-04 Solstice Business Center Singapore 536209 |
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| 2,100,000 |
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| 56.8 | % |
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Total Beneficial Holders as a Group |
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| 2,100,000 |
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| 56.8 | % |
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(1) | Includes 900,000 shares held by Eminent Healthcare Pte. Ltd., a Singaporean company which is owned 100% by Mr. Liew Min Hin. |
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PROPOSAL
APPROVAL OF ENTRY INTO A STOCK PURCHASE AGREEMENT DATED FEBRUARY 28, 2017, WITH DR. DANIEL LIEW, THE COMPANY’S CHIEF EXECUTIVE OFFICER AND A MEMBER OF THE BOARD OF DIRECTORS, FOR THE SALE OF ALL OF THE ISSUED AND OUTSTANDING ORDINARY SHARES OF THE COMPANY’S 100% WHOLLY-OWNED SUBSIDIARY, SMILE MORE HOLDINGS PTE. LTD., A SINGAPOREAN CORPORATION.
The Board unanimously adopted a resolution approving, declaring advisable and recommending to the Voting Shareholders for their approval, for the entry into a Stock Purchase Agreement dated February 28, 2017, with Dr. Daniel Liew, the Company’s Chief Executive Office and a member of the Board of Directors, for the sale of all of the issued and outstanding ordinary shares of the Company’s 100% wholly-owned subsidiary, Smile More Holdings Pte. Ltd., a Singaporean corporation.
Purpose and Material Effects of the Stock Purchase Agreement
The effect of the transactions set forth in the Stock Purchase Agreement is that the Company will no longer own and operate dental clinics in Singapore and will focus its efforts in the area of cancer diagnostics tools. The Company has purchased an ultrasound patent from Ramot University in Israel and is planning to develop the technology to diagnose malignancies in pelvic tumors. The company has also engaged Dr. Ron Tepper (phd), one of the investors of this patent, to help the company develop and bring the ultrasound diagnostics tools to market.
DISSENTERS’ RIGHTS OF APPRAISAL
Under the Nevada Revised Statutes, shareholders are not entitled to dissenters' rights of appraisal in connection with the Proposal.
SHAREHOLDERS SHARING AN ADDRESS
In accordance with notices to many shareholders who hold their shares through a bank, broker or other holder of record (a “street-name shareholder”) and share a single address, only one information statement is being delivered to that address unless contrary instructions from any shareholder at that address were received. This practice, known as “householding,” is intended to reduce our printing and postage costs. However, any such street-name shareholder residing at the same address who wishes to receive a separate copy of this information statement, or any future notices and documents, may make such request by contacting the bank, broker or other holder of record, or our offices by telephone at (602) 320-4899, or by mail to: Medico International Inc., 187 E. Warm Spring Road, Suite B273, Las Vegas, NV 89119. In addition, any such street-name shareholders residing at the same address who have received multiple copies of this information statement and wish to receive a single copy of our annual reports, information statements and proxy materials in the future may contact the bank, broker or other holder of record, or our offices at the contact information above.
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FORWARD-LOOKING STATEMENTS AND INFORMATION
This information statement contains forward-looking statements, which reflect our views with respect to future events. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “intends”, “believes”, “will”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
You should rely only on the information the Company has provided in this information statement. The Company has not authorized any person to provide information other than that provided herein. You should not assume that the information in this information statement is accurate as of any date other than the date on the front of the document, unless expressly set forth otherwise.
ADDITIONAL INFORMATION
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K or Form 8-K/A and other information with the SEC. Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a website on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company’s board of directors recommended approval of the Proposals to the Voting Shareholders.
By order of the Board of Directors | |
/s/ Dr. Daniel Liew | |
Dr. Daniel Liew | |
Principal Executive Officer | |
March 7, 2017 |
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