UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-a-5(d)(2))
[x] Definitive Information Statement
WILMINGTON REXFORD, INC.
(Name of Registrant As Specified in its Charter)
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WILMINGTON REXFORD, INC.
3753 HOWARD HUGHES PARKWAY, SUITE 200
LAS VEGAS, NEVADA 89109
INFORMATION STATEMENT
MARCH 5, 2004
This Information Statement is being furnished to stockholders of Wilmington
Rexford, Inc., a Delaware corporation (the "Company"), to advise them of
corporate actions approved without a meeting by less than unanimous written
consent of stockholders. These actions are (a) the adoption of amendments to the
Company's Certificate of Incorporation (the "Charter Amendments") to (i) change
the name of the Company from Wilmington Rexford, Inc., to China Pharmaceuticals
Corporation; (ii) authorize 30,000,000 additional shares of common stock,
$0.0001 par value per share; and (iii) effect a 20:1 reverse stock split (the
"Reverse Stock Split").
Our Board of Directors fixed the close of business on February 29, 2004 as the
record date for the determination of stockholders entitled to vote on the
proposal as described above. On February 29, 2004 there were 15,196,035 shares
of our common stock issued, and outstanding. Each of the proposed actions
required the affirmative vote of a majority of the outstanding shares of common
stock entitled to vote thereon. Each share of common stock was entitled to one
vote on each proposal.
The Board of Directors, by written consent on February 13, 2004, has approved,
and stockholders holding 10,000,000 (approximately 65.8%) of our outstanding
voting shares on February 29, 2004, have consented in writing to the Charter
Amendments (including the Reverse Stock Split). Accordingly, all corporate
actions necessary to authorize the Charter Amendments (including the Reverse
Stock Split) have been taken. In accordance with the regulations under the
Securities Exchange Act of 1934, the Charter Amendments approved by the Board of
Directors and the stockholders will not become effective until 20 days after we
have mailed this Information Statement to our stockholders of record as at
February 29, 2004. Promptly following the mailing of this Information Statement,
we intend to file the Certificate of Amendment to our Certificate of
Incorporation with the Delaware Secretary of State to effect the Charter
Amendments (including the Reverse Stock Split). As the Certificate of Amendment
has a stated effective date of March 25, 2004, the change of our name to China
Pharmaceuticals Corporation, authorization of additional shares of common stock,
and the implementation of the Reverse Stock Split will become effective March
25, 2004.
Our executive offices are located at 3753 Howard Hughes Parkway, Suite 200, Las
Vegas, Nevada 89109.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to the holders of our
outstanding common stock, our only class of voting securities outstanding, on or
about March 5, 2004. Each holder of record of shares of our common stock at the
close of business on February 29, 2004 is entitled to receive a copy of this
Information Statement.
AMENDMENT OF CERTIFICATE OF INCORPORATION
Our board of directors and stockholders holding a majority of our outstanding
common shares have approved an amendment to our Certificate of Incorporation to
(i) change the name of the Company to China Pharmaceuticals Corporation; (ii)
authorize 30,000,000 additional shares of common stock; and (iii) effect a 20:1
reverse stock split. The form of the Certificate of Amendment to the Certificate
of Incorporation is attached hereto as Appendix A.
Due to the restructuring of our Company, we believe that it is in the best
interests of the Company and our stockholders to continue our operations under a
new name. The Reverse Stock Split will provide us with needed stock to enable us
to complete such acquisition transactions or raise capital through future sales
of our stock.
Wilmington Rexford, Inc. Information Statement - Page 1 of 6
Upon the filing of the Certificate of Amendment, common stock certificates that
previously represented stock of the Company in the name of Wilmington Rexford,
Inc. shall be deemed to represent shares of China Pharmaceuticals Corporation,
without any further action by the common stockholders of the Company or any
other party.
Notwithstanding the foregoing, it is requested that stockholders exchange their
existing certificates for certificates bearing the name China Pharmaceuticals
Corporation. In connection with the name change, we will obtain a new trading
symbol and CUSIP number.
NO DISSENTERS' RIGHTS
Under the Delaware General Corporation Law, our Certificate of Incorporation and
our By-Laws, holders of our voting securities are not entitled to dissenters'
rights with respect to any of the amendments to our Certificate of
Incorporation.
REVERSE STOCK SPLIT
Our board of directors and stockholders holding a majority of our outstanding
common shares have approved the effectuation of a 20:1 reverse stock split,
which will be reflected in the amendment to our Certificate of Incorporation.
Pursuant thereto, on the effective date of the Reverse Split (the "Effective
Date"), every 20 shares of our issued and outstanding common stock will become
one issued and outstanding share of common stock. The Effective Date will be the
date of filing of the amendment to our Certificate of Incorporation. The Reverse
Split will take effect immediately following the close of business on the
Effective Date. Management, by implementing a reverse stock split, does not
intend to "take the company private" by decreasing the number of shareholders of
the Company. As the Company plans to round up to the nearest whole share instead
of issuing fractional shares, no shareholders will be eliminated or closed out.
STOCK CERTIFICATES
The Reverse Split will occur on the Effective Date without any further action on
the part of stockholders of the Company and without regard to the date or dates
on which certificates representing shares of existing common stock are actually
surrendered by each holder thereof for certificates representing the number of
shares of the new common stock which each such stockholder is entitled to
receive as a consequence of the Reverse Split. After the Effective Date of the
Reverse Split, each share of existing common stock will be deemed to represent
1/20 of a share of new common stock.
FRACTIONAL SHARES
No fractional shares of new common stock will be issued and, in lieu thereof,
stockholders holding a number of shares of existing common shares not evenly
divisible by 20, upon surrender of their old certificates, will receive a full
additional share of new common stock in lieu of a fractional share of new common
stock. Such issuance will not be made until all of a stockholder's certificates
of existing common stock are presented to the Company.
EXCHANGE OF STOCK CERTIFICATES
To receive a certificate for new common stock including a full additional share
in lieu of a fractional share, each stockholder of record on the Effective Date
must surrender all of their certificates representing shares of existing common
stock ("Old Certificates") to the Company for exchange or transfer. No new
certificates will be issued to a stockholder until such stockholder has
surrendered all Old Certificates to the Company.
Upon return to the Company of all of a stockholder's Old Certificates, that
stockholder will receive a new certificate or certificates representing the
number of whole shares of new common stock into which the shares of common stock
represented by the old certificates are being converted as a result of the
Reverse Split plus, if applicable, one additional share of new common stock in
lieu of a fractional share. Until surrendered to the Company, Old Certificates
retained by stockholders will be deemed for all purposes, including voting and
payment of dividends, if any, to represent the number of whole shares of new
common stock to which such stockholders are entitled as a result of the Reverse
Split.
Wilmington Rexford, Inc. Information Statement - Page 2 of 6
FEDERAL INCOME TAX EFFECTS OF THE STOCK SPLIT
Holders of common stock will not be required to recognize any gain or loss if
the reverse stock split is effected. The tax basis of the aggregate shares of
post-split common stock received by present shareholders will be equal to the
basis of the aggregate shares of the pre-split common stock exchanged therefor.
The holding period for shares of post-split common stock will include the
holding period of the pre-split common stock when calculated for purposes of
taxation or sales under Rule 144 of the Rules and Regulations promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). Rule 144 requires
that "restricted securities," as defined in Rule 144, be held at least one year
before routine sales can be made in accordance with the provisions of the Rule.
Rule 144 provides that shares issued in a reverse stock split are deemed to have
been held from the date of acquisition of the shares involved in the reverse
stock split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 29, 2004 with respect
to the beneficial ownership of shares of our common stock by (i) each person
known by us to be the owner of more than 5% of the outstanding shares of common
stock, (ii) each director and executive officer, and (iii) all executive
officers and directors as a group:
NAME AND ADDRESS OF SHARES OWNED BENEFICIALLY
BENEFICIAL OWNERS (1)<F1> AND OF RECORD PERCENT OF CLASS (2)<F2>
Garrett K. Krause 10,500,000 (3)<F3> 69.1%
1521 Alton Road #352
Miami Beach, FL 33139
eAngels EquiDebt Partners V 10,000,000 (4)<F4> 65.8%
11 - 2480 Kenworth Road
Nanaimo, BC V9T 3Y3 Canada
VHQ Entertainment, Inc. 2,000,000 (5)<F5> 13.2%%
6201 - 46th Avenue
Red Deer, AB T6N 6Z1 Canada
Web Capital Ventures, Inc. 500,000 (3)<F3> 3.3%
(Sara Hallitex Corp.)
3753 Howard Hughes Parkway, #200
Las Vegas, NV 89109
Frank Fan 0 --
Aaron Zhu 0 --
Officers and directors as a group 0 --
(2 persons)
__________
<FN>
(1)<F1> To our knowledge, except as set forth in the footnotes to this table
and subject to applicable community property laws, each person named in
the table has sole voting and investment power with respect to the
shares set forth opposite such person's name.
(2)<F2> Based on 15,196,035 shares of common stock outstanding as of February
29, 2004. If a person listed on this table has the right to obtain
additional shares of common stock within 60 days from February 29,
2004, the additional shares are deemed to be outstanding for the
purpose of computing the percentage of class owned by such person, but
are not deemed to be outstanding for the purpose of computing the
percentage of any other person.
Wilmington Rexford, Inc. Information Statement - Page 3 of 6
(3)<F3> Includes 10,000,000 shares owned of record by eAngels EquiDebt Partners
V, LLC and 500,000 shares owned of record by Web Capital Ventures, Inc.
Garrett K. Krause controls both entities.
(4)<F4> Does not include shares that eAngels has the right to obtain upon
conversion of its outstanding debentures into shares of the Company's
stock.
(5)<F5> eAngels Equity, LLC or assignees currently has an option to purchase
the 2,000,000 shares at $0.40 per share. This agreement is currently
being modified on a mutually agreed basis by both parties.
</FN>
CHANGES IN CONTROL
On February 20, 2004, the Company's principal shareholder, eAngels EquiDebt
Partners V, granted China Merchant DiChain Investment Holdings Limited, a
limited company incorporated in Hong Kong, a proxy to vote its 10,000,000 shares
(65.8%) to implement the name change and reverse stock split described herein,
as well as other matters set forth in the Agreement to Exchange Common Stock.
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the Securities
Exchange Act. For further information about us, you may refer to:
o our Annual Report on Form 10-KSB for the year ended September 30, 2003;
and
o our Current Report on Form 8-K dated February 20, 2004.
You can review these filings at the public reference facility maintained by the
SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC 0330 for further information on the
public reference room. These filings are also available electronically on the
World Wide Web at http://www.sec.gov.
March 5, 2004 By the Order of the Board of Directors
/s/ AARON ZHU
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Aaron Zhu, President
Wilmington Rexford, Inc. Information Statement - Page 4 of 6
APPENDIX A
FORM OF
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
WILMINGTON REXFORD, INC.
UNDER SECTION 242
OF THE
DELAWARE GENERAL CORPORATION LAW
Wilmington Rexford, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That the name of the corporation (the "Corporation") is Wilmington
Rexford, Inc.
SECOND: That the certificate of incorporation of the Corporation (the
"Certificate") was originally filed with the Delaware Secretary of
State on January 2, 2001, under the name E-Trend Networks, Inc.
THIRD: That Article I of the Certificate is hereby amended to read, in
its entirety, as follows:
"The name of the Corporation is China Pharmaceuticals
Corporation."
FOURTH: That Article IV of the Certificate is hereby amended to read, in
its entirety, as follows:
"(a) The total number of shares of stock which
the Corporation shall have authority to issue is
51,000,000 shares of capital stock, consisting of (i)
50,000,000 shares of common stock, par value $0.0001 per
share (the "Common Stock") and (ii) 1,000,000 shares of
preferred stock, par value $0.0001 per share (the
"Preferred Stock").
(b) Common Stock. The powers, preferences and
rights, and the qualifications, limitations and
restrictions, of each class of the Common Stock are as
follows:
(1) No Cumulative Voting. The holders of
shares of Common Stock shall not have cumulative voting
rights.
(2) Dividends; Stock Splits. Subject to the
rights of the holders of Preferred Stock, and subject to
any other provisions of this Certificate of
Incorporation, as it may be amended from time to time,
holders of shares of Common Stock shall be entitled to
receive such dividends and other distributions in cash,
stock or property of the Corporation when, as and if
declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally
available therefor.
(3) Liquidation, Dissolution, Winding Up.
In the event of any liquidation, dissolution or winding
up (either voluntary or involuntary) of the Corporation,
the holders of shares of Common Stock shall be entitled
to receive the assets and funds of the Corporation
available for distribution after payments to creditors
and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in
proportion to the number of shares held by them,
respectively.
(4) No Preemptive or Subscription Rights.
No holder of shares of Common Stock shall be entitled to
preemptive or subscription rights.
(c) Preferred Stock. The Board of Directors is
hereby expressly authorized, subject to limitations
prescribed by law, to provide for the issuance of all or
any shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such
voting powers, full or limited, or no voting powers, and
such designations, preferences and relative,
participating, optional or other special rights and such
qualifications, limitations or restriction thereof, as
shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing
for the issuance of such class or series.
FIFTH: That each issued and outstanding share of Common Stock, par value
$0.0001 per share ("Old Common Stock"), outstanding as of the
close of business on the date stated as the effective date in the
Ninth Article hereof (the "Effective Date") shall automatically,
without any action on the part of the holder of the Old Common
Stock, be converted into one twentieth (1/20) of a share of Common
Stock, par value $0.0001 per share ("New Common Stock").
Immediately following the reverse split, the aggregate number of
shares of New Common Stock held by each holder of New Common Stock
shall be calculated. Thereafter, all such holders otherwise
entitled to receive a fractional share of New Common Stock will
receive a full share of New Common Stock in lieu of such
fractional share, as each fractional share will be rounded up
and become a whole share. Each holder of a certificate or
certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old
Certificates") shall, from and after the Effective Date, be
entitled to receive a certificate or certificates (the "New
Certificates") representing the shares of New Common Stock into
which the shares of Old Common Stock formerly represented by such
Old Certificates are converted under the terms hereof. Prior to
the Effective Date, there are 15,196,035 shares of Old Common
Stock issued and outstanding shares. Following the effectuation of
the reverse stock split on the Effective Date, there will be
approximately 759,800 issued and outstanding shares of New Common
Stock. The 15,196,035 shares of Old Common Stock are hereby
changed into approximately 759,800 shares of New Common Stock at
the rate of one share of New Common Stock for every twenty shares
of Old Common Stock.
SIXTH: That thereafter, pursuant to resolutions of the board of
directors, the amendments were authorized by resolutions adopted
by the affirmative vote of the stockholders holding not less than
the necessary number of shares required by written consent to so
authorize, all in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
SEVENTH: That said amendments to the Certificate of Incorporation were duly
adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
EIGHTH: That the capital of the corporation shall not be reduced under or
by reason of said amendments.
NINTH: That this Certificate and the amendments contained therein shall
become effective on March 25, 2004.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
______ day of March, 2004.
WILMINGTON REXFORD, INC.
By:
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Aaron Zhu, President