SCHEDULE 14A
(RULE 14A-101)
SEC FILE NUMBER 0-28371
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant |XXXX|
Filed by a party other than the registrant | |
Check the appropriate box:
| | Preliminary proxy statement. | | Confidential for use
of the commission only (as
permitted by Rule
14a-6(e)(2)).
|XXXX| Definitive proxy statement.
| | Definitive additional materials.
| | Soliciting material pursuant to Rule 14a-12.
Endovasc Ltd., Inc.
(Name of Registrant as Specified in Its Charter)
_________________________________
(Name of Person(S) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee: (check the appropriate box):
|XXXX| No fee required.
| | Fee computed on table below per Exchange Act Rule 14a-6(i)(1) 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 price 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
0-1(a)(2) and identify the filing for which the offsetting fee was paid
previously, identify the previous filing by registration statement number, or
the form or schedule and the date its filing.
(1) Amount Previously Paid: ___
(2) Form, Schedule or Registration Statement No.: ____
(3) Filing Party: ___
(4) Date Filed: ___
ENDOVASC LTD., INC.
15001 WALDEN ROAD, SUITE 108
MONTGOMERY, TEXAS 77356
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2002
A Special Meeting of Stockholders (the "Special Meeting") of Endovasc Ltd., Inc.
(the "Company") will be held at 15001 Walden Road, Suite 108, Montgomery, Texas
77356 on April 26, 2002 at 10:00 AM (CST) for the following purposes:
(1) To act on the proposal to amend our Articles of Incorporation to
increase the total number of authorized shares of our common stock to
200,000,000 shares of common stock.
(2) To act on the proposal to amend our Articles of Incorporation to
provide that the corporation vests in the Board of Directors the
authority to prescribe the classes, series and the number of each
class or series of preferred stock.
(3) To act upon such other business as may properly come before the
Special Meeting.
Only holders of common stock of record at the close of business on March 22,
2002 will be entitled to vote at the Special Meeting or any adjournment thereof.
You are cordially invited to attend the Special Meeting. Whether or not you plan
to attend the Special Meeting, please sign, date and return your proxy to us
promptly. Your cooperation in signing and returning the proxy will help avoid
further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ BARBARA J. RICHARDSON
BARBARA J. RICHARDSON, SECRETARY
MARCH 21, 2002
MONTGOMERY, TEXAS
ENDOVASC LTD., INC.
15001 WALDEN ROAD, SUITE 108
MONTGOMERY, TEXAS 77356
PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2002
This proxy statement (the "Proxy Statement") is being furnished to stockholders
(the "Stockholders") in connection with the solicitation of proxies by the Board
of Directors of Endovasc Ltd., Inc., a Nevada corporation, (the "Company") for
their use at the Special Meeting (the "Special Meeting") of Stockholders of the
Company to be held at 15001 Walden Road, Suite 108, Montgomery, Texas 77356 on
April 26, 2002 at 10:00 AM (CST), and at any adjournments thereof, for the
purpose of considering and voting upon the matters set forth in the accompanying
Notice of Special Meeting of Stockholders (the "Notice"). This Proxy Statement
and the accompanying form of proxy (the "Proxy") are first being mailed to
Stockholders on or about April 5, 2002. The cost of solicitation of proxies is
being borne by the Company.
The close of business on March 22, 2002 has been fixed as the record date for
the determination of Stockholders entitled to notice of and to vote at the
Special Meeting and any adjournment thereof. As of the record date of March 22,
2002, there were approximately 94,000,000 shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), issued and outstanding. The
presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock on the record date is necessary to constitute a quorum at the
Special Meeting. Each share is entitled to one vote. The affirmative vote of a
majority of the shares of Common Stock entitled to vote at the Special Meeting
is required for the approval of proposals Numbers 1 and 2 set forth in the
accompanying Notice.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Special Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted: (I) FOR THE PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 200,000,000
SHARES OF COMMON STOCK, AND, (II) FOR THE PROPOSAL TO AMEND THE ARTICLES OF
INCORPORATION TO PROVIDE THAT THE CORPORATION VESTS IN THE BOARD OF DIRECTORS
THE AUTHORITY TO PRESCRIBE THE CLASSES, SERIES AND THE NUMBER OF EACH CLASS OR
SERIES OF PREFERRED STOCK.
The Board of Directors is not aware of any other matters to be presented for
action at the Special Meeting. However, if any other matter is properly
presented at the Special Meeting, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment on such
matters.
The enclosed Proxy, even though executed and returned, may be revoked at any
time prior to the voting of the Proxy (a) by execution and submission of a
revised proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting in person at the Special Meeting.
_________________________________________________________
(1) TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE TOTAL NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
TO 200,000,000 SHARES OF COMMON STOCK.
__________________________________________________________
DESCRIPTION AND EFFECT OF THE AMENDMENT
The Board of Directors of the Company recommends the approval of the proposed
Amendment to the Articles of Incorporation to increase the number authorized
shares of common stock to a total of 200,000,000 shares of common stock.
The proposed Amendment would amend Article IV of our Articles of Incorporation
to authorize 200,000,000 shares of common stock. Such an Amendment requires the
affirmative vote of a majority of the shares of common stock entitled to vote at
the Special Meeting.
PRINCIPAL REASONS FOR THE AMENDMENT
- ---------------------------------------
The Board of Directors believes it is desirable to increase the number authorize
shares of common stock to a total 200,000,000 shares of common stock. Currently,
the Company has 100,000,000 shares of common stock authorized and 6,000,000
unissued shares of common stock that are available for future issuance.
However, all 6,000,000 of these unissued shares have been reserved.We have
reserved 4,000,000 shares of our unissued common stock for the future conversion
of our Series A Preferred Stock into common stock. We have reserved 2,000,000
shares of our unissued common stock for issuance upon the exercise of our
outstanding options and warrants. At the present time, we have no other
definitive plans to issue shares of common stock. However, if all of our
outstanding Series A Preferred Stock were to be converted now, we would be
obligated to issue approximately 16,000,000 shares of common stock for that
purpose alone. If our shareholders approve this amendment, then we will reserve
an additional amount of approximately 12,000,000 shares of common stock for
Series A Preferred Stock conversions. If this amendment is approved, then we
will have the unissued and unreserved amount of 88,000,000 shares of common
stock that would be available for us to issue in the future. Approximately
94,000,000 shares of common stock currently authorized have been previously
issued for corporate purposes.
The proposed amendment will allow the Company to meet its contractual obligation
to carry out conversions of our Series A Convertible Preferred Stock that is
held by investors, by issuing to such Series A Preferred Stock investors, the
appropriate number of shares of our common stock, upon the conversion of the
Series A Preferred Stock, from time to time. The Series A Preferred Stock is
convertible into our common stock at a conversion ratio and at a conversion
price that is variable and is dependent on the market value of our common stock
at the time of conversions which may occur from time to time. The lower the
market value of our common stock at the time of such conversions, the more
shares of common stock are issuable upon such conversions. At the present time,
we have reserved 4,000,000 shares of our presently authorized and unissued
common stock to be used in conjunction with future conversions of our Series A
Preferred Stock. At the present time, we have reserved 2,000,000 shares of our
presently authorized and unissued common stock to be used in conjunction with
future exercises of our outstanding warrants and options. Other than future
conversions of Series A Preferred Stock, future exercises of our warrants and
options, and future issuance pursuant to our existing employee stock option
plan, we have no other obligations to issue common stock. We believe that the
amendment to authorize a total of 200,000,000 will provide us with sufficient
shares of common stock to honor future conversions of Series A Preferred Stock.
At the present time, we have no other definitive plans to issue shares of common
stock.
If our shareholders do not approve this proposal at the Special Meeting, then we
may not be able to honor future conversion requests from the Series A Preferred
Stock investors in the future because approximately 94,000,000 shares of common
stock that are presently authorized in our Articles of Incorporation have
already been issued and are already outstanding. At the present time, we may
not have enough authorized shares of common stock available for issuance to
meet our future needs. Further, we may not have enough shares of authorized
common stock to issue in the future upon the exercise of our current outstanding
stock options and warrants and for those options and warrants that we could
issue in the future under compensation plans or for other reasons. At the
present time, we intend to issue shares, options and warrants under employee
compensation plans, and we intend to issue shares to vendors as payment for
services. If this proposal is given effect, then we would have an aggregate of
200,000,000 shares of common stock authorized, out of which 94,000,000 shares
would be issued and outstanding, 18,000,000 shares would be reserved (i.e.,
16,000,000 shares for Series A Preferred Stock conversions and 2,000,000 shares
for issuance upon the exercise of options and warrants), and 88,000,000 shares
would be unissued and unreserved. At the present time, we have outstanding
approximately 8,000 shares of Series A Preferred Stock, and approximately
19,992,000 unissued shares of preferred stock. At the present time, we have no
definitive plans to issue shares of preferred stock.
The purpose of the proposed amendment is also to make available for issuance
additional shares of common stock which will be available in the event the Board
of Directors determines that it is necessary and appropriate to raise additional
capital through the sale of common stock in the public or private market, to
acquire assets or pay for services in whole or in part using our common stock or
otherwise issue shares of common stock for acquisitions or other appropriate
corporate purposes. The Company is presently evaluating raising additional
capital for general corporate purposes, in which event the Company may utilize
some authorized shares of common stock for that purpose. We have no intent to
use our common stock in connection with an exchange of securities, merger,
consolidation, acquisition or similar transaction.
The Company presently has approximately 94,000,000 shares of common stock
outstanding. On a fully diluted basis, for example, if all authorized shares are
issued after the amendment is effective, the Company would have 200,000,000
shares of common stock outstanding. The Board of Directors believes that it is
in the best interest of the Company to have more shares of common stock
available for issuance. We will most likely issue a substantial number of shares
of common stock upon conversion of the Series A Preferred Stock. We will most
likely issue a substantial number of shares of common stock upon the exercise of
our stock options and warrants. Further, we most likely will issue common stock
in connection with future capital raising efforts, asset acquisitions, vendor
compensation and employment agreements with key executives of the Company.
At the present time, for example, if all outstanding shares of Series A
Preferred Stock had been converted on March 18, 2002, we would have issued
approximately 16,000,000 shares of common stock to honor such conversions.
Further, if all of our outstanding stock options and warrants had been exercised
on March 18, 2002, we would have issued approximately 2,100,000 shares of common
stock to honor such option and warrant exercises (on March 18, 2002, none of our
currently outstanding stock options or warrants were "in-the-money").
The current amount of authorized preferred stock is 20,000,000 shares of
preferred stock and we are not changing that amount.
AMENDMENT TO ARTICLES OF INCORPORATION
The first paragraph of Article Four of the Company's Articles of
Incorporation would be amended in its entirety to read as follows:
ARTICLE FOUR
"(a) Authorized Capital Stock. The total number of shares of stock which
--------------------------
the Corporation shall have authority to issue is 220,000,000 shares,
consisting of 200,000,000 shares of common stock, par value $.001 per share
(the "Common Stock"), and 20,000,000 shares of preferred stock, par value
$.001 per share (the "Preferred Stock")".
DESCRIPTION OF COMMON STOCK
The holders of common stock are entitled to one vote per share with respect to
all matters required by law to be submitted to stockholders of the Company. The
holders of common stock have the sole right to vote, except as otherwise
provided by law and the Articles of Incorporation including provisions governing
any shares of the Preferred Stock. The common stock does not have any cumulative
voting, preemptive, subscription or conversion rights. The election of directors
and other general stockholder action requires the affirmative vote of a majority
of shares represented at a meeting in which a quorum is represented. Holders are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor,
subject to the payment of preferential dividends with respect to any shares of
the Preferred Stock that, from time to time, may be outstanding. In the event of
the dissolution, liquidation or winding up of the Company, the holders of the
Common Stock are entitled to share ratably in all assets remaining after payment
of all liabilities of the Company and subject to the prior distribution rights
of the holders of any shares of the Preferred Stock that may be outstanding at
that time.
_________________________________________________________
(2) TO AMEND THE ARTICLES OF INCORPORATION
TO PROVIDE THAT THE CORPORATION
VESTS IN THE BOARD OF DIRECTORS THE AUTHORITY TO
PRESCRIBE THE CLASSES, SERIES AND THE NUMBER OF
EACH CLASS OR SERIES OF PREFERRED STOCK.
______________________________________________________
DESCRIPTION AND EFFECT OF THE AMENDMENT
The Board of Directors unanimously recommends a vote FOR the proposal to amend
the Articles of incorporation to provide that the corporation vests in the Board
of Directors the authority to prescribe the classes, series and the number of
each class or series of preferred stock. Such an amendment requires the
affirmative vote of a majority of the shares of common stock entitled to vote at
the special meeting.
PRINCIPAL REASONS FOR THE AMENDMENT
The purpose of the amendment to our Articles of Incorporation is to further the
interests of our Corporation and our shareholders by clarifying and explicitly
vesting in our Board of Directors the authority to prescribe the classes, series
and the number of each class or series of preferred stock. This amendment
further describes in more detail the authority of our Board of Directors. By
using this authority, the Board of Directors acting alone and without the need
for shareholder approval, can respond quickly to such important Corporate
matters such as raising money through the sale of preferred stock.
AMENDMENT TO ARTICLES OF INCORPORATION
The new amendment will be to add the following to Article Four of our
Articles of Incorporation as a new paragraph two, labeled paragraph (b):
"(b) Preferred Stock. The Corporation hereby vests in the Board of
----------------
Directors, the authority to prescribe the classes, series and the number of
each class or series of Preferred Stock, and the voting powers,
designations, preferences, limitations, restrictions and relative rights of
each class or series of Preferred Stock. The Preferred Stock may be divided
into and issued in one or more series. The preferences, limitations, and
relative rights of the Preferred Stock may vary between series in any and
all respects, but shall not vary within a series. The Board of Directors
may establish one or more series of unissued shares of the Preferred Stock
and fix and determine the preferences, limitations, and relative rights of
any series to the fullest extent set forth herein and permitted by law, as
now or hereafter in force. The Board of Directors may increase or decrease
the number of shares within each such series; provided, however, that the
Board of Directors may not decrease the number of shares within a series
below the number of shares within such series that is then issued and
outstanding. The preferences, limitations, and relative rights of any
Preferred Stock to be issued shall be fixed by the Board of Directors
adopting a resolution or resolutions to such effect and filing a statement
with respect thereto as required by law, as now or hereafter in force, with
the Secretary of State of the State of our State of domicile."
The Nevada Revised Statutes provide at Section 78.035 that our Articles of
Incorporation may authorize our Board of Directors to fix and determine in a
resolution the classes, series and numbers of each class or series. The Nevada
Revised Statutes provide at Section 78.195 that if we desire to have more than
one class or series of stock, then our Articles of Incorporation may vest
authority in our Board of Directors to prescribe, the classes, series and the
number of each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of stock.
We believe that Nevada law, our present articles of incorporation and our bylaws
allow us to take action on designating preferred stock by action of our Board of
Directors only, and without shareholder approval before or after the designation
of preferred stock by our Board of Directors. If our shareholders vote in favor
of proposal number 2, our shareholders will continue not to have the power to
approve the Board of Director's designation of preferences and/or limitations of
preferred stock before or after the designation of preferred stock. Thus, our
shareholders presently do not have, and if this amendment is approved would not
have, the power to approve the designation of preferred stock before or after
the designation of preferred stock by our Board of Directors. Further, we
believe that Nevada law, our present articles of incorporation and our bylaws
allow us to take action on issuing preferred stock by action of our Board of
Directors only, and without shareholder approval before or after the issuance of
preferred stock by our Board of Directors. If our shareholders vote in favor of
proposal number 2, our shareholders will continue not to have the power to
approve the Board of Director's issuance of preferred stock before or after the
issuance of preferred stock. Thus, our shareholders presently do not have, and
if this amendment is approved would not have, the power to approve the issuance
of preferred stock before or after the issuance of preferred stock by our Board
of Directors.
_________________________________________________
(3) OTHER MATTERS
_________________________________________________
The Board of Directors is not aware of any other matters to be presented for
action at the Special Meeting. However, if any other matter is properly
presented at the Special Meeting, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment on such
matters.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ BARBARA J. RICHARDSON
BARBARA J. RICHARDSON, SECRETARY
MARCH 21, 2002
MONTGOMERY, TEXAS
PROXY
ENDOVASC LTD., INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2002
The undersigned hereby appoints Dr. David P. Summers and Barbara J. Richardson,
and each of them as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of Common Stock of Endovasc Ltd., Inc. held of record by the undersigned
on March 22, 2002, at the Special Meeting of Stockholders to be held on April
26, 2002 at 15001 Walden Road, Suite 108, Montgomery, Texas 77356 at 10:00 AM
(CST), and at any adjournments thereof. Any and all proxies heretofore given are
hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE
PROPOSALS LISTED IN NUMBERS 1 AND 2.
1. THE PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 200,000,000
SHARES OF COMMON STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. THE PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO VEST IN THE
BOARD OF DIRECTORS THE AUTHORITY TO PRESCRIBE THE CLASSES, SERIES AND
THE NUMBER OF EACH CLASS OR SERIES OF PREFERRED STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
_____________________________
NUMBER OF SIGNATURE
SHARES OWNED
____________
_____________________________
(TYPED OR PRINTED NAME)
_____________________________
SIGNATURE IF HELD JOINTLY
_____________________________
(TYPED OR PRINTED NAME)
DATED: ______________________
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT
THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY.