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:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
MED GEN, INC.
--------------------------
(Name of Registrant as Specified in Its Charter)
____________________________________
(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:
Aggregate number of securities to which transaction applies:
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):
Proposed maximum aggregate value of transaction: 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: Form, Schedule or Registration Statement No.:
Filing Party:
Date Filed:
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED SEPTEMBER 28, 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 OCTOBER 31, 2005
Dear Stockholders:
You are cordially invited to attend a special meeting of
stockholders on October 31, 2005 at 11:00 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
250,000,000 shares to 500,000,000 shares, consisting of
495,000,000 shares of common stock and 5,000,000 shares of
preferred stock, which Certificate of Amendment was approved by
the Board of Directors on September 14th, 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 October
5, 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
September 28, 2005
TABLE OF CONTENTS
Page
----
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 Quarterly Report on Form 10- QSB for
the Period Ended June 30th, 2005.
MED GEN, INC.
7284 West Palmetto Park Road, Suite 207
Boca Raton, FL 33433
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED SEPTEMBER 28, 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 October 31,
2005 at our corporate headquarters, located at 7284 West Palmetto
Park Road, Suite 207, Boca Raton, FL 33433 at 11:00 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 October 9, 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 250,000,000 shares to 500,000,000 shares,
consisting of 495,000,000 shares of common stock and 5,000,000
shares of preferred stock, which Certificate of Amendment was
approved by the Board of Directors on September 14th, 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 October 31, 2005 at 11:00 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 October 5,
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) 2,898,777 outstanding shares of our
common stock, held by a total of approximately 1200 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 (1,449,390 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 250,000,000 to 500,000,000, consisting of
495,000,000 shares of common stock and 5,000,000 shares of
preferred stock, as approved by the Board of Directors on
September 14th, 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
250,000,000 shares to 500,000,000 shares, consisting of
495,000,000 shares of common stock and 5,000,000 shares of
preferred stock, which Certificate of Amendment was approved by
the Board of Directors on September 14th, 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.
- -------------------------------------------------------------------
Common Stock Percentage
Beneficially Owned Owned
- -------------------------------------------------------------------
Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL 33065 213,685 (1) 7.37%
Paul S. Mitchell
7284 W. Palmetto Pk Rd
Boca Raton, FL 33433 178,680 (1) 6.16%
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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) Reflects the 20:1 reverse split approved on 9-7-2005
APPROVING THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION
Introduction
On September 14th, 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 500,000,000.
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 500,000,000 shares, consisting of 495,000,000
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 500,000,000 shares if
approved by the shareholders, we were authorized to issue up to
250,000,000 shares of capital stock, consisting of up to
245,000,000 shares of common stock and up to 5,000,000 shares of
preferred stock. There are presently 2,898,777 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) 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 $1,550,000 in the
Company. The terms of the agreement state that the Company
may be required to issue up to 171,111,111 shares of common
stock based on a variable conversion price. The Company
filed a Registration Statement to cover the share issuance.
It went effective on August 12th, 2005.
(b) On August 31st, 2005 the Company received an additional
$500,000 dollars under the same terms and conditions as the
prior financing except that the floor conversion price was
lowered from .09 to .04 cents.
The Company was required to reserve in excess of 56,000,000
shares for this Registration and only has approximately
32,000,000 unissued authorized shares left in the treasury. The
Company must increase its authorized shares to comply with the
contractual obligations with its funding group.
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 June
30th, 2005. 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 SEPTEMBER 28, 2005
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF
MED GEN, INC.
Proxy - Special Meeting of Stockholders
October 31, 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 11:00 a.m.,
local time, October 31, 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 will be 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 250,000,000 to 500,000,000
consisting of 495,000,000 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