SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
DEFINITIVE 14c INFORMATION STATEMENT
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-5(d)(2))
[ x ] Definitive information statement
BIORELEASE CORPORATION
(Exact name of registrant as specified in its charter)
Payment of Filing Fee
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-
5(g) and 0-11
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset by Exchange
Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously
NOTICE DATED JUNE 8, 2001
TO THE STOCKHOLDERS OF BIORELEASE CORPORATION:
In accordance with the provisions of Section 228 of the Delaware
General Corporation Law ("DGCL"), notice is hereby given that six shareholders
owning a total of 9,213,424 shares (51.4% of the issued and outstanding common
stock of Biorelease Corporation a Delaware corporation (the "Company"), having
not less than the minimum number of votes that would be necessary to authorize
or take such action, as described below have, by written consent without a
meeting and without a vote, on May 2, 2001, (the "Written Consent"), in lieu of
any meeting, agreed to the following shareholder actions:
(1) To amend the Certificate of Incorporation to change the name
of the Corporation to BRL Holdings, Inc.;
(2) To amend the Articles of Incorporation to authorize a new
class of shares, namely 5,000,000 shares of $0.10 per share
value Preferred Stock, with the issuance of any such Preferred
Stock, in such series and with such rights, powers, and
designations thereof, to be determined by the Board of
Directors as and when any shares of Preferred Stock are
issued;
(3) To reverse split the outstanding shares on a one-for-12.5
basis, so that the 17,924,238 pre-reverse common shares
currently outstanding will become a total of 1,433,939 shares
(all fractional shares to be rounded to the nearest whole
share);
(4) That, subject to the effectiveness of a registration statement
on Form SB-2 or other applicable Form, the Corporation will
distribute pro rata to its common shareholders, one share of
the common stock of its subsidiary Biorelease Technologies,
Inc. ("BTI") for each 25 pre-reverse split common shares held
on the record date (a total of 800,000 shares to be
distributed); and finally
(5) That the officers and directors are authorized to submit this
Information Statement pursuant to Schedule 14C under the
Securities Exchange Act of 1934 to all Company shareholders
which did not sign the Written Consent. The record date for
shareholders to be eligible for the reverse split and the BTI
stock dividend is set as of May 31st, 2001.
The actions of (1) changing the name to BRL Holdings, Inc., (2)
authorizing the Preferred Stock, and (3) the reverse split, become effective on
or after June 29th, 2001 concurrent with the filing with the Delaware Secretary
of State.
Holders of record of the Company stock at the close of business on May
1, 2001, are entitled to receive notice of the informal action by the
shareholders in accordance with Section 228 of the DGCL. This Information
Statement is being sent on or about June 8th, 2001 to such holders of record. No
response is being requested from you and you are requested not to respond to
this Information Statement. In accordance with Section 228 of the DGCL, this
Notice and Information Statement is notice of the taking of the corporate
actions, without a meeting by less than unanimous written consent to those
shareholders who have not consented in writing.
BIORELEASE CORPORATION
INFORMATION STATEMENT FOR SHAREHOLDERS
The Written Consent
Pursuant to Section 228 of the DGCL, shareholders owning a majority of the
outstanding shares of common stock of the Company have voted by Written Consent
in favor of the following actions:
(1) To amend the Certificate of Incorporation to change the name
of the Corporation to BRL Holdings, Inc.;
(2) To amend the Articles of Incorporation to authorize a new
class of shares, namely 5,000,000 shares of $0.10 per share
value Preferred Stock, with the issuance of any such Preferred
Stock, in such series and with such rights, powers, and
designations thereof, to be determined by the Board of
Directors as and when any shares of Preferred Stock are
issued;
(3) To reverse split the outstanding shares on a one-for-12.5
basis, so that the 17,924,238 pre-reverse common shares
currently outstanding will become a total of 1,433,939 shares
(all fractional shares to be rounded to the nearest whole
share);
(4) That, subject to the effectiveness of a registration statement
on Form SB-2 or other applicable Form, the Corporation will
distribute pro rata to its common shareholders, one share of
the common stock of its subsidiary Biorelease Technologies,
Inc. ("BTI") for each 25 pre-reverse split common shares held
on the record date (a total of 800,000 shares to be
distributed); and finally
(5) That the officers and directors are authorized to submit this
Information Statement pursuant to Schedule 14C under the
Securities Exchange Act of 1934 to all Company shareholders
which did not sign the Written Consent. The record date for
shareholders to be eligible for the reverse split and the BTI
stock dividend is set as of May 31st, 2001.
The purpose of these changes is to better reflect the Company's new
direction. The Company's business, conducted by its subsidiary BTI, has not
proven successful, as a result of which the Company is divesting itself of that
business. The Company now intends, by the changes described in this Information
Statement, to recapitalize the Company in a way which will make the acquisition
of a business or business assets easier to accomplish.
At the present time, the Company intends to seek, investigate, and if
warranted, acquire an interest in a business opportunity. The Company does not
propose to restrict its search for a business opportunity to any particular
industry or geographical area and may, therefore, engage in essentially any
business in any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgment. There is no assurance that the Company will be able to
identify and acquire any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which might, if allowable in a particular transaction,
act without the consent, vote, or approval of the Company's shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. Although the Company does not anticipate engaging
professional firms specializing in business acquisitions or reorganizations, if
management deems it in the best interests of the Company, such firms may be
retained. In some instances, the Company may publish notices or advertisements
seeking a potential business opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular business,
industry or geographical location. The Company may acquire a business
opportunity or enter into a business in any industry and in any stage of
development. The Company may enter into a business or opportunity involving a
"start up" or new company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of the
Company will not be controlled by an attempt to take advantage of an anticipated
or perceived appeal of a specific industry, management group, or product or
industry, but will be based upon the business objective of seeking long-term
capital appreciation in the real value of the Company.
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of the management; the potential for further research,
development or exploration; the potential for growth and expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, trade or service marks, name identification; and other
relevant factors.
Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by management
to be suitable will be selected. Such structures and methods may include, but
are not limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a reorganization,
merger or consolidation transaction. The Company may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization.
Procedures
As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key personnel of
the firm sponsoring the business opportunity, visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and conduct other
reasonable measures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between the prospective entity and its affiliates; relevant analysis of risks
and competitive conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in its efforts
to acquire a business opportunity. The primary competition is from other
companies organized and funded for similar purposes, small venture capital
companies, small business investment companies and wealthy individuals. The
Company has engaged in discussions with acquisition candidates in the past,
including the possible Polar Molecular Corporation and Electric Energy Storage
acquisitions, both of which were terminated. At this time, the Company has no
agreements or understandings to acquire any business or assets.
Security Ownership of Certain Beneficial Owners and Management
Information concerning the number and percentage of shares of voting
Common Stock of the Company owned as of May 15, 2001, of record and beneficially
by any person known by the Company to be the owner of more than 5% of the
outstanding shares of common stock and management, is set forth on the charts
below.
Name and Number of Shares Percent of
Address of Beneficially Common Stock
Beneficial Owner Owned Outstanding**
Sandra J. Reeves 2,972,213(1)(2) 16.6%
754 Straw Hill
Manchester, NH 03104
R. Bruce Reeves 3,874,193(2)(7) 21.5%
754 Straw Hill
Manchester, NH 03104
Richard Schubert 997,639(2)(6) 5.5%
7811 Old Dominion Drive
McLean, VA 22102
Kevin T. McGuire 455,539(2)(4) 2.5%
148 Robinson Road
Hudson, NH 03051
Richard Whitney 874,771(2)(3)(5) 4.9%
1612 K St. N.W. #308
Washington, DC 20006
All Officers and
Directors as a Group
(4 Persons) 6,202,142(2)(3)(4)(5)(6) 34.4%
** Based upon 17,924,238 shares issued and outstanding and 85,000
exercisable options for the above named persons, as of the date hereof.
(1) Consists of 1,384,213 shares owned by Ms. Reeves directly and 1,588,000
shares owned by R.T. Robertson Consultants, Inc. of which Ms. Reeves is
corporate secretary and 90% owner. Sandra Reeves disclaims ownership of
the shares owned by her husband R. Bruce Reeves.
(2) Except as indicated in other footnotes, each person has sole voting and
dispositive power over the shares indicated.
(3) Includes 50,000 shares each for Mr. Whitney that are issued at June 30,
1999 upon exercise of a like number of options that are pursuant to
consulting agreements with this individual.
(4) Includes 154,539 shares that are held by Mr. and Mrs. McGuire jointly
with rights of survivorship.
(5) Includes 97,271 shares owned by The Venture Fund of Washington, a
limited partnership. Mr. Whitney is a limited partner owning
approximately 19% of the limited partnership.
(6) Includes 32,500 and 52,500 options currently exercisable under the
Company's Directors' Stock Option Plan to Mr. Schubert and Mr. Whitney,
respectively.
(7) Excludes 1,588,000 shares held by R T Robertson Consultants, Inc. as
Trustee for certain creditors under terms of the Asset Agreement and
1,384,213 shares owned by Mrs. Reeves. Dr. Reeves disclaims beneficial
ownership and personal interest in shares held by these related
parties.
Management of Biorelease Corporation
The following table delineates certain information concerning the
directors and executive officers of the Company:
Positions
Positions with with BTI, the
Name Age the Company subsidiary
Richard Schubert 63 Chairman, Director
Board of Directors
R. Bruce Reeves 61 President, President &
Principal Financial Director
Officer
Kevin T. McGuire 50 Treasurer Treasurer
Richard Whitney 61 Director
Directors are elected by the stockholders to serve until the next
annual meeting of stockholders or until their successors have been elected and
have duly qualified. Officers are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
their successors have been elected and have qualified.
A summary of the business experience of each current officer and
director of the Company is as follows:
RICHARD SCHUBERT has been Chairman of the Board of Directors of the
Company since July 1992. Mr. Schubert is currently a business consultant. From
December 1990 through September 1995, Mr. Schubert was the President of The
Points of Light Foundation, a foundation created to encourage Americans to
become directly involved in consequential community service in respect of
critical social issues.
R BRUCE REEVES, Ph.D., served as the President and Chief Executive
Officer of the Company from May 1993 until October 1996, as CEO only until
February 1998, and then as CEO and President again since February 1998. He has
been Secretary and a Director of the Company since July 1992 and Chief Executive
Officer, Secretary and a Director of the Company's subsidiary BTI until June
1995 when operations of the Subsidiary were curtailed.
KEVIN T MCGUIRE has been the Company's and BTI's Treasurer since June
1992. Since April 1994 he has served without compensation on a part time basis.
The Company contracts for accounting and tax services through an accounting firm
owned by the spouse of Mr. McGuire that has assisted the Company to maintain
compliance with accounting activities and Securities and Exchange Commission
reporting for the Company.
RICHARD WHITNEY has been a Director of the Company since July 1992. He
is currently a Principal in a Snelling & Snelling franchise located in
Washington D.C. Formerly Mr. Whitney served as a general partner of The Venture
Fund of Washington (the "Fund") from 1989 until August of 1994. The Fund has
investments that include pension funds, insurance companies, banks, and
corporations.
No Solicitation of Votes
Under Section 228 of the DGCL, in lieu of a meeting, shareholder action
may be taken by written consent of a majority of the outstanding shares
necessary to authorize the transaction. Six shareholders owning a total of
9,213,424 shares, or 51.4% of the Company's 17,924,238 outstanding shares, have
signed the Written Consent. Therefore, other than those six shareholders, no
vote of any other shareholder of the Company is required to authorize the
corporate actions described in this Information Statement.
The Board of Directors of the Company also approved these changes, by
unanimous consent dated May 2, 2001.
The Company is not required to solicit and is not soliciting votes or
consents from any of the Company's other shareholders.
Payment of Expenses
The payment of expenses related to the preparation and filing of this
Information Statement has been made by the Company.
More Information
This Information Statement is provided for information purposes only.
We are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Notice.
The accompanying Information Statement is for information purposes
only. Please read the accompanying information statement carefully.
The Company files annual, quarterly and special reports and proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information the Company
files at the SEC's public reference room at 450 Fifth Street N.W., Washington,
D.C. 20549, or on the SEC's web site, http://www.sec.gov.
You may call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. You may also obtain copies of the filings of the Company
has made with SEC directly from the Company by requesting them in writing or by
telephone at the address set forth earlier in this Information Statement.
Biorelease Corp.
340 Granite Street Suite 200
Manchester, NH 03102
R. Bruce Reeves, President