SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
THE AUTOLINE GROUP, INC.
(Name of Registrant as Specified in its Charter)
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
THE AUTOLINE GROUP, INC.
5063 No. Riverpark Way
Provo, Utah 84604
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our shareholders
(The Autoline Group, Inc., a Utah corporation [the "Company," "Autoline,"
"we", "our" or "us" or words or similar import]), regarding an
amendment to our Articles of Incorporation to change our name to "GeNOsys,
Inc."
This amendment to our Articles of Incorporation was unanimously
adopted by our Board of Directors, who also constitute our majority
shareholders (the "Majority Shareholders"), collectively beneficially owning
33,526,456 shares of our common stock or approximately 78.8% of our
outstanding voting securities. No other votes were required or necessary to
adopt this amendment, and none are being solicited hereunder. See the
captions "Voting Securities and Principal Holders Thereof" and "Amendment to
Our Articles of Incorporation and Vote Required for Approval," herein.
Our amendment to our Articles of Incorporation that will change our
name will become effective on the opening of business on October 10, 2005, or
a date that is at least 21 days from the mailing of this Information Statement
to our shareholders. This amendment to our Articles of Incorporation is the
only matter covered by this Information Statement.
APPROXIMATE DATE OF MAILING: September 19, 2005.
The following constitutes the full text of the amendment to our
Articles of Incorporation:
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ARTICLE I
Name
The name of this corporation is "GeNOsys, Inc."
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We are changing our name to more accurately reflect the business or
industry in which we intend to conduct our business, following our recent
acquisition by merger of GeNOsys, Inc., a Nevada corporation ("GeNOsys"). See
the heading "Change of Control" of the caption "Voting Securities and
Principal Holders Thereof," herein.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable with respect to the
amendment to our Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the amendment to our Articles of Incorporation which is not
shared by all other shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
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The securities that would have been entitled to vote if a meeting
was required to have been held regarding this amendment to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on September 8, 2005, the record date for
determining our shareholders who would have been entitled to notice of and to
vote on the amendment to our Articles of Incorporation, was 42,556,500 shares.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
The following table sets forth certain information as of September
8, 2005, regarding current beneficial ownership of the shares of our common
stock by (i) each person known by us to own more than 5% of the outstanding
shares of our common stock, (ii) each of our executive officers and directors,
and (iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based upon
42,556,500 outstanding shares of our common stock.
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
John W. R. Miller President and 25,093,592* 58.9%
5063 N. Riverpark Way Director
Provo, Utah 84604
Christie Melanie Woodruff Secretary/ 195,000* 0.46%
5063 N. Riverpark Way Treasurer and
Provo, Utah 84604 Director
Clark M. Mower Director 8,357,864 19.6%
5509 Mountain View Drive
Mountain Green, Utah 84050
Smith Consulting Services, Inc. Stockholder 3,800,000 8.9%
455 East 500 So., #201
Salt Lake City, Utah 84111
Total: 37,446,456* 87.9%
* These amounts include 120,000 shares which are jointly owned by
John W. R. Miller and Christie Melanie Woodruff.
Change in Control.
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Effective August 18, 2005, we completed an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company; Autoline Acquisition
Corp., a Nevada corporation and a wholly-owned subsidiary of ours
("Subsidiary"); and GeNOsys, pursuant to which Subsidiary merged with and into
GeNOsys, with GeNOsys being the surviving corporation. As consideration for
the Merger Agreement, we exchanged one (1) share of our common stock for each
one (1) share of common stock owned by the GeNOsys stockholders, for an
aggregate of 40,000,000 shares. For further information regarding the Merger
Agreement, see our 8-K Current Report dated August 18, 2005, which was filed
with the Securities and Exchange Commission on August 25, 2005, and which can
be viewed at www.sec.gov in the Edgar Archives.
Our Board of Directors conditioned the completion of the Merger
Agreement on the execution and delivery of a Compromise and Settlement
Agreement (the "Settlement Agreement") by and among 1017975 Alberta Ltd., a
corporation incorporated under the laws of the Province of Alberta
("1017975"); the shareholders of 1017975 (the "1017975 Shareholders"); John W.
R. Miller ("Miller") and Christie M. Woodruff ("Woodruff"), both of whom are
directors and executive officers of GeNOsys, and GeNOsys, and under which we
are a third party beneficiary, along with the execution and delivery of a
Shareholder Consent to Proposed Merger (the "Shareholder Consent") by each of
the GeNOsys stockholders. There were no dissenters to the Merger.
As a part of the execution and delivery of the Settlement Agreement,
Miller, Woodruff, Larry Kincade ("Kincade") and Richard Bayly ("Bayly")
executed and delivered a Technology Transfer Agreement (the "Technology
Transfer Agreement") by which Miller, Woodruff, Kincade and Bayly assigned all
of their right, title and interest in certain technology (the "Technology")
listed in the Technology Agreement to GeNOsys. The Technology consisted of U.
S. and Canadian Patent Applications respecting a nitric oxide gas generator,
respectively filed on December 10 2003, and December 10, 2002; U. S. and
Canadian Design Registration Applications respecting the gas generator,
respectively filed on April 27, 2004, and November 23, 2004; and U. S. and
Canadian Patent Applications respecting a method of inducing bleeding after
dental surgery, respectively filed March 29, 2004, and March 27, 2003.
No director, executive officer or 5% stockholder of GeNOsys had any
material relationship, other than in respect of the Merger Agreement, to our
Company.
GeNOsys is a newly formed medical research and marketing company
that intends to specialize in pharmaceutical, biotechnical and medical device
nitric oxide gas generating systems, subject to our ability to raise funding
for these purposes.
The source of the consideration used by the GeNOsys stockholders to
acquire their interests in our Company was the exchange of their respective
GeNOsys shares of common stock as outlined above.
The primary basis of such "control" by the GeNOsys stockholders is
stock ownership and/or executive officer or director positions.
The following are the principal terms of the Merger Agreement:
1. Subsidiary merged with and into GeNOsys, with GeNOsys being the
Surviving Corporation (as defined therein); and the separate existence of
Subsidiary ceased.
2. Each one (1) GeNOsys share of common stock was exchanged for
one (1) share of our common stock, amounting to 40,000,000 shares in the
aggregate, all "restricted securities" as defined in Rule 144 of the
Securities and Exchange Commission.
3. James P. Doolin ("Doolin"), our former President and director,
in consideration of the sum of $25,000 in cash that we have the 30 day option
of paying by the conveyance of the outstanding voting securities of our other
wholly-owned subsidiary, The Autoline Group 2, Inc., which is engaged in the
purchase and sale of automobiles, executed and delivered an Indemnification
Agreement regarding the payment and personal indemnification of us and GeNOsys
from and against any breach of warranty or false representation made in the
Merger Agreement and any and all past liabilities of any type or nature
whatsoever of ours existing immediately prior to the closing, and which
included but were not limited to our expenses related to the negotiation and
the closing of the Merger Agreement, and the compromise and settlement of any
amounts due and owing by us to Doolin for advances, loans or services to
or for the benefit of us or otherwise that were incurred by us prior to
closing.
As of the closing of the Merger Agreement, and including our
currently outstanding shares, there are or will be on issuance, 42,556,500
post-Merger outstanding shares of our common stock.
AMENDMENT TO OUR ARTICLES OF INCORPORATION AND VOTE REQUIRED FOR APPROVAL
Utah Law.
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Section 16-10a-1003 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment.
Resolutions to effect the amendment were unanimously adopted by our
Board of Directors who are the Majority Shareholders named under the caption
"Voting Securities and Principal Holders Thereof" and who have unanimously
adopted the amendment by written consent. The Majority Shareholders own
approximately 78.8% of our outstanding voting securities. No other votes or
consents are required or necessary to effect the amendment.
Effective Date of Amendment.
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The effective date of the amendment to our Articles of Incorporation
that will change our name to "GeNOsys, Inc." will be on the opening of
business on October 10, 2005, or 21 days from the mailing of this Information
Statement to our shareholders.
NOTICE
THE MAJORITY SHAREHOLDERS OF OUR COMPANY HAVE CONSENTED TO THE ADOPTION OF
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION AND OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES NEEDED TO ADOPT THESE
AMENDMENTS UNDER UTAH LAW. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED,
AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
September 19, 2005
John W. R. Miller, President