UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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EQUIDYNE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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EQUIDYNE CORPORATION
ANNOUNCES FILING OF DEFINITIVE PROXY STATEMENT
SAN DIEGO, Calif., August 28, 2003 (BW HealthWire) -- EQUIDYNE CORPORATION
(AMEX:IJX) announced today that it mailed its definitive proxy statement
nominating its board slate for election to the Company's Board of Directors
and that it commenced soliciting proxies for a stockholder's meeting to be held
on September 9, 2003 ("the Meeting") in Wilmington, Delaware.
MFC Bancorp Ltd. ("MFC"), a merchant bank with offices in Vienna and Berlin,
has also filed a definitive proxy statement and launched a costly proxy contest
to elect its own hand-picked directors to the Company's Board of Directors at
the Meeting. If MFC is successful, it would turn complete control of the Company
over to MFC which holds a mere 100 shares of Equidyne's outstanding stock and
a proxy to vote the 1,304,133 shares owned by Concord Effekten ("Concord"), a
German investment banking firm, representing a combined beneficial ownership of
approximately 8.7% based on 14,985,595 shares of common stock outstanding. In
the aggregate, the current Board of Directors has a substantial interest in the
Company with an aggregate beneficial ownership of approximately 11% of the
Company's common stock.
Commenting on the proxy fight, Equidyne's CEO, Marcus Rowan, stated, "As our
stockholders may recall, last year after attempting to participate in an
alternate Board slate, Concord then proposed to effect a merger between Equidyne
and Rosch AG. We rejected this attempt and Rosch AG subsequently went into
bankruptcy in January of 2003 and is in the process of liquidating. Now, Concord
has given its proxy to MFC. The Board does not believe that MFC has proposed
any concrete business plan that will deliver stockholder value apart from what
your current Board and current executive management implemented in the last 19
months. The Board has already taken a number of actions, which are now being
proposed by MFC in its proxy statement, including preserving Equidyne's cash,
discontinuing certain investments and expenses related to the needle-free
industry and seeking new business opportunities, investments and acquisitions.
In addition, we believe that MFC and its nominees have a history of charging
generous compensation packages and substantial advisory fees to previous targets
after it had acquired control of their board or majority interests in their
stock. MFC has refused to promise to our stockholders that it will not charge
similar fees to Equidyne if it is successful in this proxy contest. Indeed,
MFC's proxy states that if MFC is successful in gaining control of Equidyne,
MFC will seek to have Equidyne reimburse MFC's estimated $275,000 of costs
associated with this proxy contest."
Mr. Rowan continued, "In only approximately 19 months, while the needle-free
industry has gone through a difficult economic period with two publicly-held
needle-free companies going bankrupt, we have significantly decreased the
operating expenses of Equidyne, successfully resolved multiple litigation claims
left over from prior management, renegotiated Equidyne's long-term contractual
manufacturing commitments, completed targeted product development involving
disposable injector and pre-filled ampule technology, obtained patent protection
for the Low-Cost, Disposable Needle-Free Injector System, filed for patent
protection on the Company's Pre-Filled Ampule technology in the U.S. and key
international markets, and obtained 510(k) clearance from the FDA to market the
INJEX 30 System for insulin administration 'over-the-counter,' thereby enhancing
our technology portfolio available for licensing or other strategic
transactions. At the same time, Equidyne's Board and management have been
actively working to enhance stockholder value and evaluating strategic
alternatives with Cypress Associates LLC, its financial advisor and investment
banker, including mergers, acquisitions, a sale or licensing of technology.
We greatly appreciate the continued support of our stockholders as we work
towards the completion of these efforts."
Mr. Rowan concluded, "Our stockholders will shortly be receiving their proxy
statement and WHITE proxy card for the Meeting. We urge them to demonstrate
their support for the Company's proposed nominees by signing and mailing the
WHITE proxy cards."
For further information on how to vote at the stockholders meeting, please call
MacKenzie Partners, Inc. toll free at (800) 322-2885. For further information
about the Company, please contact Marcus Rowan, CEO, or Mark Myers, President,
at 214-219-5300.
About the Company:
Equidyne Corporation (www.equidyne.com), through Equidyne Systems, Inc., its
wholly-owned subsidiary based in San Diego, California, is working to capitalize
on its needle-free drug delivery systems for subcutaneous injections. The INJEX
needle-free injector is a compact, uncomplicated device that delivers a
virtually painless injection through the skin in a fraction of a second, and
eliminates needle stick and disposal problems. The INJEX System is a
comfortable, economical alternative to delivering medications using conventional
needle injections.
Certain statements contained herein and other written material and oral
statements made from time to time by us do not relate strictly to historical or
current facts. As such, they are considered 'forward-looking statements' within
the meaning of the Private Securities Litigation Reform Act of 1995 that provide
current expectations or forecasts of future events. Such statements are
typically characterized by terminology such as 'believe,' 'anticipate,'
'should,' 'intend,' 'plan,' 'will,' 'expect,' 'estimate,' 'project,' 'strategy'
and similar expressions. Our forward-looking statements generally relate to our
ability to develop and execute our business plan, the prospects for future sales
of our products, the success of our international marketing activities, the
success of our strategic corporate relationships, the adoption and use of
needle-free technology and the success of our diversification and strategic
alternative initiatives. These statements are based upon assumptions and
assessments made by our management in light of its experience and its perception
of historical trends, current conditions, expected future developments and other
factors our management believes to be appropriate. These forward-looking
statements are subject to a number of risks and uncertainties, including the
following: our ability to achieve profitable operations and to maintain
sufficient cash to operate our business and meet our liquidity requirements; our
ability to obtain financing, if required, on terms acceptable to us, if at all;
the success of our research and development activities and our ability to obtain
regulatory authorizations for developed products, if any; competitive
developments affecting our current products; our ability to successfully
identify and attract strategic partners and to market both new and existing
products domestically and internationally; difficulties or delays in
manufacturing; trends toward managed care and health care cost containment;
exposure to product liability and other types of lawsuits and regulatory
proceedings; our ability to protect our intellectual property both domestically
and internationally; governmental laws and regulations affecting domestic and
foreign operations; our ability to identify and complete diversification
opportunities or strategic alternatives, including potential strategic
acquisitions, a potential sale or merger, a potential sale or license of assets,
including Equidyne's needle-free technology, and a potential liquidation; and
the impact of acquisitions, divestitures, restructurings, product withdrawals
and other unusual items, as well as other risks identified in our filings with
the Securities and Exchange Commission. Except as required by
applicable law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.