UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
MED GEN, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
[ ] 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:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED _________, 2005
Med Gen, Inc.
7284 West Palmetto Park Road, Suite 207
Boca Raton, FL 33433
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ___________, 2005
Dear Stockholders:
You are cordially invited to attend a special meeting of stockholders
on ________, 2005 at ____ a.m. local time at our corporate headquarters,
located at 7284 West Palmetto Park Road, Suite 207, Boca Raton, FL 33433
The purpose of this special meeting is to consider and vote on the
following matters:
A proposal to amend our Restated Certificate of Incorporation to
increase the authorized capital stock of Med Gen, Inc. from 50,000,000
shares to 250,000,000 shares, consisting of 245,000,000 shares of
common stock and 5,000,000 shares of preferred stock, which Certificate of
Amendment was approved by the Board of Directors on March 31, 2005; and
such other business as may properly come before the special
meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on __________,
2005 as the record time for determining which stockholders are entitled to
notice of, and to vote at, this special meeting, or any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO
FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT TO US USING
THE SELF ADDRESSED STAMPED ENVELOPE PROVIDED.
By Order of the Board of Directors,
Paul Mitchell
President, COO and member of the
Board of Directors
Boca Raton, Florida
___________, 2005
TABLE OF CONTENTS
Page
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QUESTIONS AND ANSWERS ABOUT THE MEETING........................... 1
SECURITY OWNERSHIP................................................ 4
PROPOSAL 1: APPROVING THE AMENDMENT TO OUR RESTATED
CERTIFICATE OF INCORPORATION.................................... 4
Introduction.................................................... 4
Description of the Common Stock, Warrants, Convertible
Securities and Convertible Notes.............................. 7
Principal Reasons for Increasing the Number of Authorized
Shares of Common Stock.......................................... 8
Vote Required................................................... 9
Recommendation of the Board..................................... 9
OTHER MATTERS..................................................... 9
ANNUAL AND QUARTERLY REPORT....................................... 9
EXHIBIT A - Certificate of Amendment to the Med Gen, Inc. Restated
Certificate of Incorporation
EXHIBIT B - Med Gen, Inc.'s Annual Report on Form 10-KSB for the
Fiscal Year Ended September 30, 2004.
EXHIBIT C - Med Gen, Inc.'s Amended Quarterly Report on Form 10-
QSB/A for the Period Ended December 31, 2005.
MED GEN, INC.
7284 West Palmetto Park Road, Suite 207
Boca Raton, FL 33433
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED __________, 2005
This proxy statement is being furnished to you in connection with the
solicitation by the Board of Directors of proxies for use at our special
meeting of stockholders scheduled for ________________, 2005 at our
corporate headquarters, located at 7284 West Palmetto Park Road,
Suite 207, Boca Raton, FL 33433 at 10:00 a.m. local time, and any
adjournment thereof. This proxy statement, and the accompanying
proxy card, are first being mailed to stockholders on or about
___________, 2005.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
The purpose of the special meeting is to consider and vote upon
the following matters;
a proposal to amend our Restated Certificate of Incorporation to increase the
authorized capital stock of Med Gen, Inc. (the "Company") from 50,000,000
shares to 250,000,000 shares, consisting of 245,000,000 shares of common
stock and 5,000,000 shares of preferred stock, which Certificate of
Amendment was approved by the Board of Directors on March 31, 2005 and such
other business as may properly come before the special meeting or any
adjournment thereof.
WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
You are receiving this proxy statement and the enclosed proxy card because
the Board of Directors is soliciting your proxy to vote your shares of
common stock or preferred stock, as the case may be, at the special meeting.
To assist you in your decision-making process, this proxy statement contains
pertinent information about us, the special meeting and the proposal to be
considered.
WHEN AND WHERE WILL THE MEETING BE HELD?
The special meeting of stockholders will be held at our corporate
headquarters, located at 7284 West Palmetto Park Road, Suite 207, Boca
Raton, FL 33433 on ____________, 2005 at 10:00 a.m. local time.
WHO IS ENTITLED TO NOTICE OF AND TO VOTE AT THE SPECIAL MEETING?
All stockholders of record at the close of business on ___________,2005
are entitled to notice of, and to vote at, the special meeting. Each share
of our common stock entitle its holder to one vote on each matter properly
submitted to stockholders. On the record date, there were (i) 29,129,315
outstanding shares of our common stock, held by a total of 252 stockholders
and no shares of preferred stock outstanding.
HOW DO I VOTE?
By properly completing, signing and returning the enclosed proxy card, your
shares will be voted as directed. If no directions are specified on your
properly signed and returned proxy card, your shares will be voted for the
proposal set forth below, and with regard to any additional matters that come
before the special meeting, in the discretion of the persons named as
proxies. If you are a registered stockholder; that is, if you hold your
shares of stock in certificate form, and you attend the meeting, you may
either mail in your completed proxy card or deliver it to us in person. If
you hold your shares of stock in "street name;" that is, if you hold your
shares of stock through a broker or other nominee, and you wish to vote in
person at the special meeting, you will need to obtain a proxy card from
the institution holding your stock.
CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?
No. At the present time we have not established procedures for telephonic or
electronic voting. We may establish such procedures in the future, should we
determine that their added convenience justifies their additional cost. At
this time, you may only vote by returning a properly executed proxy
card, or voting in person at the special meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that you have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all of
your shares are voted.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after submitting your proxy card, you can revoke it and/or change
your vote prior to the special meeting. To revoke or change your vote
prior to the special meeting, simply (i) file a written notice of revocation
with our secretary, (ii) send us a duly executed proxy card bearing a later
date than the prior one submitted or (iii) attend the special meeting and
vote in person. Please note, however, that while the giving of a proxy
does not affect your right to vote in person at the special meeting,
attendance alone will not revoke a previously granted proxy.
WHAT IS A "QUORUM"?
A quorum is the number of people required to be present before a meeting can
conduct business. Pursuant to our Bylaws, the presence at the special meeting
of at least a majority of the outstanding shares of our capital stock
(14,564,658 shares) as of the record date, whether in person or by proxy, is
necessary for there to be a "quorum." If you submit a properly executed
proxy card, even if you abstain from voting, you will be considered part of
the quorum. Shares represented by broker "non-votes" will also be considered
part of the quorum.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
Approval of the proposal to amend our Restated Certificate of Incorporation
to increase the authorized capital stock of the Company from 50,000,000 to
250,000,000, consisting of 245,000,000 shares of common stock and 5,000,000
shares of preferred stock, as approved by the Board of Directors on March
31, 2005, requires the affirmative vote of a majority of the issued and
outstanding shares of our common stock and preferred stock voting together
as one class of capital stock.
Properly executed proxy cards marked "ABSTAIN" and broker "non-votes"
will not be voted. Accordingly, abstentions and broker "non-votes" are
tantamount to negative votes.
WHAT IS THE BOARD OF DIRECTORS' RECOMMENDATION?
The Board of Directors recommends that you vote for the amendment to the
Certificate of Amendment to the Restated Certificate of Incorporation
increasing the authorized capital stock from 50,000,000 shares to
250,000,000 shares, consisting of 245,000,000 shares of common stock and
5,000,000 shares of preferred stock, which Certificate of Amendment was
approved by the Board of Directors on March 31, 2005.
Unless otherwise instructed, the shares of stock represented by your signed
and returned proxy card will be voted in accordance with the recommendations
of the Board of Directors. With respect to other matters that may properly
come before the special meeting, the proxy holder(s) will vote in accordance
with the Board of Directors' recommendations or, if no recommendation is
given, at their discretion.
WHO IS PAYING THE COST FOR THIS PROXY SOLICITATION AND HOW IS THE
SOLICITATION PROCESS BEING CONDUCTED?
We will pay the costs associated with this proxy solicitation. We do not
anticipate that such costs will exceed those normally associated with similar
proxy solicitations. We will also, upon request, reimburse brokers, banks and
similar organizations for reasonable out-of-pocket expenses incurred in
forwarding these proxy materials to clients.
In addition to soliciting of proxies through the mail, our directors and
employees may solicit proxies in person, by telephone or other electronic
means. None of our directors or employees will receive additional
compensation for any such efforts.
DO I HAVE DISSENTER'S RIGHTS?
No. The action proposed to be taken at the special meeting does not entitle
dissenting stockholders to any appraisal rights under the Nevada Revised
Statutes.
WHEN ARE STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
DUE?
For stockholder proposals to be considered for inclusion in the proxy
statement for our next annual meeting, they must be submitted to us in
writing, within a reasonable time before we begin printing and mailing our
annual meeting proxy materials. We have not yet set the date for our next
annual meeting. Please note, however, that all proposals submitted must
comply with applicable laws and regulations and follow the procedures set
forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended, to
be considered for inclusion in our proxy materials.
HOW DO I OBTAIN MORE INFORMATION ABOUT US?
We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission (the "SEC"). You may read and copy any of
these documents at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at (800)-SEC-0330 for further
information. Copies of this material may also be obtained from the SEC's web
site at HTTP://WWW.SEC.GOV, by contacting our chief financial officer at
(561) 750-1100 or by writing to us at 7284 West Palmetto Park Road,
Suite 207, Boca Raton, FL 33433.
SECURITY OWNERSHIP
The following table sets forth information concerning ownership of our
common stock and preferred stock, as of the record date, by (i) each person
known to be the beneficial owner of more than five percent of our
outstanding common stock and preferred stock, (ii) each director and
executive officer required to be named hereunder and (iii) all of our
directors and executive officers as a group. Unless otherwise indicated, we
believe that each stockholder has sole voting power and dispositive power
with respect to the shares of capital stock beneficially owned by him.
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Common Stock Percentage
Beneficially Owned Owned
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Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL 33065 773,650(1) 0.026%
Paul S. Mitchell
7284 W. Palmetto Pk Rd
Boca Raton, FL 33433 73,650 (2) 0.002%
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A person is deemed to be the beneficial owner of voting securities that can
be acquired by such person within 60 days after the record date upon
the exercise of options and warrants and the conversion of convertible
securities. Each beneficial owner's percentage ownership is calculated
under the assumption that all options, warrants or convertible securities
held by such person (but not those held by any other person) that are
currently exercisable or convertible (i.e., that are exercisable or
convertible within 60 days after the record date) have been exercised or
converted.
(1) Includes 41,150 shares of 82,300 shares owned by Di-Su
Holdings, Inc., a company of which Mr. Kravitz owns 50%, plus the
number of shares of common stock which Mr. Kravitz has the right
to acquire within 60 days, if any.
(2) Includes 41,150 shares out of the 82,300 shares owned by Di-
Su Holdings, Inc., a company of which Mr. Mitchell owns 50%, plus
the number of shares of common stock which Mr. Mitchell has the
right to acquire within 60 days, if any.
APPROVING THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION
Introduction
On March 31, 2005, 2005, the Board of Directors of the Company approved
an amendment to our Restated Certificate of Incorporation increasing the
authorized capital stock of the Company to 250,000,000.
The stockholders are being asked to approve this proposed amendment.
The shares of the Company's common stock, including the additional
shares proposed for authorization, do not have preemptive or similar
rights. If approved by the stockholders, Article 4 of the Company's Restated
Certificate of Incorporation would be amended to provide as follows:
The amount of the total authorized capital stock of
this corporation is 250,000,000 shares, consisting of
245,000,000 shares of common stock and 5,000,000 shares
of preferred stock with a par value of $.001 per share.
Such shares are nonassessable.
Description of the Common Stock, Warrants, Convertible Debentures and
Convertible Notes.
Except as to certain matters discussed below or as proscribed
by applicable law, the holders of shares of the capital stock of the Company
vote together as a single class. The holders of our capital stock do not have
cumulative voting rights, which means that the holders of more than 50% of
the outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our
directors.
Description of the Common Stock
Prior to filing the proposed Certificate of Amendment which will increase
our authorized capital stock to 250,000,000 shares if approved by the
shareholders, we were authorized to issue up to 50,000,000 shares of capital
stock, consisting of up to 45,000,000 shares of common stock and up to
5,000,000 shares of preferred stock. There are presently 29,129,315 shares
of common stock outstanding.
The holders of common stock: (i) have equal ratable rights to dividends
from funds legally available if and when declared by our Board of Directors
after all accrued but unpaid dividends have been paid to the holders of the
outstanding capital stock ranking senior to the common stock as to dividends;
(ii) are entitled to share ratably in all of our assets available for
distribution to the holders of common stock upon liquidation, dissolution or
winding up of our affairs; and (iii) do not have preemptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions or
rights.
Principal Reasons for Increasing the Number of Authorized Shares of Common
Stock.
The Company does not have sufficient liquidity to finance its operations
and has used its common stock to pay for goods, services and to repay certain
debts. The Board of Directors of the Company believes that it is advisable
and in the best interests of the Company to have additional authorized but
unissued shares of common stock available in an amount adequate to provide
for the future needs of the Company. The additional shares will be available
for issuance from time to time for a stock split or dividend, raising
capital through the sale of common stock and attracting and retaining
valuable employees by issuing additional stock options.
Additionally, the Company has immediate or potential obligations to
issue additional shares as follows:
(a) As a condition to a settlement agreement dated as December 9, 2004
settling certain claims against the Company, the Company is
required to issue to the Plaintiffs a total of 8,000,000
shares of common stock.
(b) On March 31, 2005, the Company entered into an agreement
with NIR Group, a New York-based investor group, whereby the
investment group would invest $1,500,000 in the Company. The
terms of the agreement state that the Company may be required
to issue up to 90,849,670 shares of common stock based on a
variable conversion price.
The issuance of the additional shares of capital stock will have the
effect of diluting earnings per share, if any, and book value per share,
which could adversely affect the Company's existing stockholders. Issuing
additional shares of capital stock may also have the effect of delaying or
preventing a change of control of the Company. The Company's authorized but
unissued capital stock could be issued in one or more transactions that
would make more difficult or costly, and less likely, a takeover of the
Company. The ratification of the Certificate of Amendment to the Company's
Restated Certificate of Incorporation is not being recommended in response
to any specific effort of which the Company is aware to obtain control of
the Company, and the Board of Directors has no current intention to use the
additional shares of capital stock in order to impede a takeover attempt.
Vote Required
The affirmative vote of the holders of a majority of our outstanding
capital stock is required to amend our Restated Certificate of Incorporation.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
OTHER MATTERS
The Board of Directors does not know of any matter, other than the
proposal described above that may be presented for action at the special
meeting. If any other matter or proposal should be presented and should
properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter or proposal in accordance with
their best judgment.
ANNUAL AND QUARTERLY REPORT
All stockholders of record as of the record date are being sent
herewith a copy of the Company's (i) Annual Report on Form 10-KSB for the
year ended September 30, 2004, which contains certified financial statements
of the Company for the year then ended and (ii) Quarterly Report on Form
10-QSB for the quarter ended December 31, 2004. This Proxy incorporates by
reference the Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in such
reports.
Appendix A
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED _________, 2005
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF
MED GEN, INC.
Proxy - Special Meeting of Stockholders
___________, 2005
The undersigned, a holder of common stock of Med Gen, Inc., a Nevada
corporation (the "Company"), does hereby appoint [ ] and [ ], and each of
them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to
vote all of the shares of common stock or preferred stock of the Company
that the undersigned would be entitled to vote if personally present at the
Special Meeting of Stockholders of the Company to be held at 10:00 a.m.,
local time, ____________, 2005 at the corporate headquarters of the Company,
located at 7284 West Palmetto Park Road, Suite 207, Boca Raton, FL 33433
or at any adjournment or adjournments thereof.
This proxy will be voted in accordance with any directions given herein.
Unless otherwise specified, this proxy when executed and returned to the
Company willbe voted to approve the proposed amendment to the restated
certificate of incorporation.
1. To approve the proposed amendment to the Restated Certificate of
Incorporation to increase the authorized shares of capital stock of the
Company from 50,000,000 to 250,000,000 consisting of 245,000,000
shares of common stock and 5,000,000 shares of preferred stock.
FOR [___] AGAINST [___] ABSTAIN [___]
NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are signing. When signing as joint
tenants, all parties in the joint tenancy must sign. When a proxy is given
by a corporation, it should be signed by an authorized officer.
Signature:___________________________ Date: _____________, 2005
Signature:__________________________ Date: _____________, 2005