SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X)
Filed by a party other than the registrant [ ]
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
IMMULABS CORP.
---------------------------
(Name of Registrant as Specified in its Charter)
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
-------------------------------------------------------------------
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 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit 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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) 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 fee for which the offsetting
fee was paid previously. Identify the previous filing by registration
filing.
(1) Amount Previously Paid: __________
(2) Form, Schedule or Registration Statement No._____________
(3) Filing Party:__________________
(4) Date Filed: November 7, 2002
-2-
IMMULABS CORP.
Suite 132-3495 Cambie St.
Vancouver BC Canada V5Z 4R3
(604)696-0073
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD November 26, 2002
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
Immulabs Corp., a Colorado Company ("Company"), will be held at Millennium
Place, 4335 Blackcomb Way, Whistler BC, Canada on Tuesday, November 26, 2002 at
10:30 a.m. local time, to consider and act upon:
1. The Directors' proposal to reverse split the Company's stock on a 1 for 100
basis.
2. The Directors' proposal to amend the Company Articles to change the Company's
name, to be more suitable to the nature of business it will be in if the
business plan is amended. The Directors' proposal is to delegate responsibility
of choosing of the name itself and the timing of the amendment of Company
Articles to the Company's then President.
Shareholders of record at the close of business on October 25, 2002 are entitled
to notice of, and to vote at, this Special Meeting. You are cordially invited to
attend. However, this notice is sent to you as a courtesy by management. Proxies
are not being solicited as the present management has sufficient votes to
approve the above proposals.
WT ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Ben Traub
-----------------------------
BENJAMIN TRAUB- Director
Vancouver, British Columbia
November 7, 2002
-3-
IMMULABS CORP.
Suite 132-3495 Cambie St.
Vancouver BC Canada V5Z 4R3
November 7, 2002
Notice of Special Meeting of Shareholders to be held November 26, 2002
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
IMMULABS CORP. (the "Company") to be held on November 26, 2002 at 10:30 a.m.
(local time) at Millennium Place, 4335 Blackcomb Way, Whistler BC, Canada. At
this meeting, you will be asked to vote on the following matters:
1. The Directors' proposal to reverse split the Company's stock on a 1 for 100
basis.
2. The Directors' proposal to amend the Company Articles to change the Company's
name, to be more suitable to the nature of business it will be in if the
business plan is amended. The Directors' proposal is to delegate responsibility
of the choosing of the name itself and the timing of the amendment of Company
Articles to the Company's then President.
Shareholders of record at the close of business on October 25, 2002 are entitled
to notice of, and to vote at, this Special Meeting. You are cordially invited to
attend. However, this notice is sent to you as a courtesy by management. Proxies
are not being solicited as the present management has sufficient votes to
approve the above proposals. Nevertheless, we look forward to seeing you at the
meeting and receiving your vote.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Sincerely,
Benjamin Traub
Director
-4-
IMMULABS CORP.
Suite 132-3495 Cambie St.
Vancouver BC Canada V5Z 4R3
(604)696-0073
INFORMATION STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON NOVEMBER 26, 2002
Special Meeting of the Shareholders
This Proxy Statement is furnished in connection with the Special Meeting of
Shareholders of IMMULABS CORP. (the "Company") to be held on Tuesday, November
26, 2002 at 10.30 A.M., at Millennium Place, 4335 Blackcomb Way, Whistler BC,
Canada, or at any adjournment or postponement of this Meeting, for the purposes
set forth herein and in the accompanying Notice of Special Meeting of
Shareholders. This Information Statement is being first sent to or given to
shareholders of record of October 25, 2002. The mailing address of the Company's
business offices is Suite 132-3495 Cambie St. Vancouver BC Canada V5Z 4R3.
Shareholders Entitled To Vote
Only shareholders of record of the Company's Common Stock at the close of
business on October 25, 2002 will be entitled to vote at the meeting or any
adjournment thereof. On that date, 39,097,661 shares of Common Stock of the
Company (the "Common Stock") were issued and outstanding. Each shareholder is
entitled to one vote for each share held of record on the record date. The
holders of a majority of the total shares of common stock outstanding at the
record date present at the Meeting in person or voting by proxy will constitute
a quorum for the transaction of business at the Special Meeting. Abstentions and
broker non-votes both will be counted toward fulfillment of quorum requirements.
A broker non-vote occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner. Shares can be voted at the Special
Meeting by proxy or if the holder is present. A complete list of shareholders
entitled to vote at the Special Meeting will be open to examination by any
shareholder during the meeting.
Voting at the Special Meeting
The passing of the proposals will require the affirmative vote of a two-thirds
majority of the shares of Common Stock represented and voting in person or by
proxy and entitled to vote at the Special Meeting. Abstentions and broker
non-votes will not be counted as votes cast in connection with determining these
and will have no effect on the outcome of such votes.
MATTERS TO COME BEFORE THE MEETING
NAME OF COMPANY
The Company's Board of Directors proposes to change the name of the Company from
Immulabs Corporation to be more suitable to the nature of business it will be in
if the business plan is amended. The Directors' proposal is to delegate
responsibility of the choosing of the name itself and the timing of the
amendment of Company Articles to the Company's then President. When changed, the
Company may adopt a new trading symbol. There is no specific name being proposed
at this time, however, the President of the Company shall have discretion to
amend the relevant articles of the Company if the shareholders pass this
proposal on November 26, 2002.
The Proposal is as follows:
To Amend Article 1 of the Articles of Incorporation as follows:
ARTICLE I.
The name of this corporation shall be amended to
"_____________________". (that name chosen by the President of the Company)
--------------
REVERSE SPLIT OF THE COMPANY'S STOCK
The Directors propose to reverse split the Company's stock on a 1 for 100 basis.
The Board feels that the current stock price is a deterrent to appropriate
market maker support in the stock, evidenced by the lack of volume in the
Company's stock. A reverse split may cause an adjustment in the trading price of
the Company's stock, which the Board feels may make the Company's stock more
attractive. Additionally, the Board feels it will make the Company more
attractive to potential merger partners. Note that these effects are desired,
however, no assurances can be given as to what effects the reverse split will
have on the Company, its shares or Shareholders of the Company. A reverse split
will reduce the number of shares outstanding, but not the authorized shares.
Therefore, a reverse split can have numerous negative and positive consequences
for shareholders, including but not limited to; tax issues, dilution of stock,
ease of takeover, share price and potential mergers. No fractional shares shall
be issued by the Company.
The proposal is as follows:
REVERSE SPLIT OF THE COMPANY'S STOCK
To reverse split the Company's stock on a 1 for 100 basis.
By Order of the Board of Directors,
/s/ Ben Traub
BENJAMIN TRAUB, Director
Vancouver, British Columbia
November 7, 2002