UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
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
MAXXON, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
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 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 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
(3) Filing Party:
__________________________________________________________________
(4) Date Filed:
__________________________________________________________________
MAXXON, INC.
2073 Shell Ring Circle
Mt. Pleasant, South Carolina 29466
--------------------
NOTICE OF ACTION BY WRITTEN CONSENT
RELATING TO
MAXXON, INC.
(A NEVADA CORPORATION)
NOTICE IS HEREBY GIVEN, that, in lieu of a meeting of stockholders, we have
solicited and obtained written consents from stockholders representing a
majority of our outstanding shares of stock entitled to vote approving:
(i) an amendment to our Articles of Incorporation changing our name to
"Revolutions Medical Corporation" (the "Name Change"),
(ii) an amendment to our Articles of Incorporation authorizing our board of
directors from time to time in their discretion and without approval of
holders of a majority of our outstanding shares entitled to vote, to
approve a reverse stock split of our outstanding common stock without a
corresponding reduction of our authorized shares of common stock (the
"Charter Amendment"), and
(iii) authorizing a 1 for 20 reverse stock split of our issued and
outstanding shares of common stock without corresponding reduction in
the number of authorized shares of common stock we are authorized to
issue under our Articles of Incorporation (the "Reverse Stock Split").
The Maxxon Series 2006 Convertible Preferred Stock described below will
not be affected by the Reverse Stock Split.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
As of the close of business on November 17, 2006, the record date for
shares entitled to vote in connection with the Name Change, the Charter
Amendment and the Reverse Stock Split, we had issued and outstanding (i)
143,160,798 shares of our common stock, $0.001 par value per share, and (ii)
1,000,000 shares of our Maxxon series 2006 convertible preferred stock, $0.001
par value per share (the "Series 2006 Preferred"). Our common stock and our
Maxxon Series 2006 Preferred stock are entitled to vote as a single class in
connection with the Name Change, the Charter Amendment and the Reverse Stock
Split. Each share of our common stock is entitled to one vote in connection with
the items that are the subject of this Information Statement and each share of
Maxxon Series 2006 Preferred is entitled to one hundred twenty five (125) votes,
voting together with the common stock as a single class. Prior to the mailing of
this Information Statement, the holders of a majority of our voting stock signed
a written consent approving (i) the Name Change, (ii) the Charter Amendment and
(iii) the Reverse Stock Split. As a result, the Name Change, the Charter
Amendment to the Articles of Incorporation, and the Reverse Stock Split, have
been approved, and neither a meeting of our stockholders nor additional written
consents are necessary.
This Information Statement is first being sent to our stockholders on or about
November 29, 2006.
By Order of the Board of Directors,
/s/ Rondald L. Wheet
-----------------------------------
Rondald L. Wheet, President and CEO
November 29, 2006
2
SUMMARY
TRANSACTIONS: (i) Amend Articles of Incorporation to change our
corporate name to "Revolutions Medical Corporation"
(the "Name Change").
(ii) Amend Articles of Incorporation to permit our board
of directors to declare a reverse stock split of our
outstanding shares of capital stock from time to time
in their discretion without a proportional reduction
in our authorized shares of the same form of capital
stock and without obtaining the consent of our
stockholders as currently required under Nevada law
(the "Charter Amendment").
(iii) Effect a 1 for 20 reverse stock split of our issued
and outstanding shares of common stock without a
corresponding reduction in our authorized
capitalization of common stock (the "Reverse Stock
Split").
RECORD DATE: November 17, 2006
METHOD: File amended Articles of Incorporation with Nevada Secretary
of State as soon as possible 20 days after the mailing of the
definitive Information Statement to our stockholders.
EFFECTIVE DATE: As soon as practicable, but in no event sooner than 20 days
from the date of our mailing of a Definitive Information
Statement to our stockholders.
Unless otherwise indicated in this information statement, "us," "we," "our,"
"the company" and similar terms refer to Maxxon, Inc., a Nevada corporation.
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TABLE OF CONTENTS
Questions and Answers
Name Change Amendment
Charter Amendment
Reverse Stock Split
Dissenter's Rights
Interest of Persons in Matters to be Acted Upon and Principal Holders Thereof
Certain Information Regarding Our Directors and Executive Officers
Additional Information
Miscellaneous
Exhibits Index
4
MAXXON, INC.
INFORMATION STATEMENT
This Information Statement is first being sent to our stockholders on
or about November 29, 2006. Prior to that date, our board of directors
unanimously approved the adoption of amendments to our Articles of Incorporation
pursuant to which: (i) our name will be changed from "Maxxon, Inc." to
"Revolutions Medical Corporation", (the "Name Change") (ii) our Articles of
Incorporation will be amended to permit our board of directors to declare a
reverse stock split of our outstanding shares of capital stock from time to time
in their discretion without a proportional reduction in our authorized shares of
the same form of capital stock and without obtaining the consent of our
stockholders as currently required under Nevada law (the "Charter Amendment")
and (iii) we will effect a 1 for 20 reverse stock split of our issued and
outstanding shares of common stock without a corresponding reduction in our
authorized capitalization of common stock (the "Reverse Stock Split"). The first
two items will be accomplished by filing an amendment to our Articles of
Incorporation (the "Amendment"). A copy of the Amendment is annexed to this
Information Statement as Exhibit A.
As of November 17, 2006, holders of our common stock and our Maxxon
Series 2006 Preferred stock voting together as a single class and representing
more than a majority of the voting power of our outstanding capital stock,
signed a written consent approving our Name Change, the Charter Amendment, and
the Reverse Stock Split. As a result, these transactions have been approved and
neither a meeting of our stockholders nor additional written consents are
necessary.
The Name Change and the Charter Amendment will become effective at the
time of our filing of an amendment to our Articles of Incorporation with the
Secretary of State of the State of Nevada pursuant to Section 78.390 of the
Nevada Revised Statutes ("NRS"). The Reverse Stock Split will become effective
at the opening of business as soon as practicable, but in no event earlier than
20 days after our mailing of a Definitive Information Statement to our
stockholders.
At the effective time of the Reverse Stock Split, each 20 shares of our
common stock that you hold will represent 1 post-Reverse Stock Split share of
our common stock. Any fractional share of common stock resulting from the
Reverse Stock Split will be rounded down to the next full number and no payment
will be made in connection therewith. The rights and characteristics of your
common stock will not be affected under Nevada law. The issued and outstanding
Maxxon Series 2006 Preferred stock will not be the subject of the Reverse Stock
Split. The authorized capitalization of Maxxon will be the same as our
capitalization immediately prior to the Reverse Stock Split. See "Reverse Stock
Split."
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QUESTIONS AND ANSWERS
The following questions and answers are intended to respond to
questions you may have concerning the events discussed in this Information
Statement. These questions do not, and are not intended to, address all the
questions that may be important to you. You should read the entire Information
Statement carefully, as well as its exhibits and the documents incorporated by
reference in this Information Statement.
Q. WHY ARE WE CHANGING THE NAME OF THE COMPANY TO "REVOLUTIONS MEDICAL
CORPORATION"?
For the past several years, under prior management we were involved in
various litigation related matters, all of which have been concluded in a manner
satisfactory to the Company. Nevertheless, our board of directors believes that
it would be preferable for the Company to dissociate itself from these events
and to mark the beginning of a new management era by changing our corporate
name. We also believe a rebranding strategy is appropriate to describe the
nature of our business. We selected the name "Revolutions Medical Corporation"
because we believe that our product will be "revolutionary." Our hope is that
our new company name and the meaning it represents will bring together our
customers, our strategic partners, our employees, and last but not least, our
investors. Thus, we will change our name to "Revolutions Medical Corporation",
to more accurately reflect our current and future business focus.
Q: WHAT ARE THE REASONS FOR THE CHARTER AMENDMENT AND THE REVERSE STOCK SPLIT?
A: By executing a reverse stock split of the issued and outstanding
shares of common stock, but not reducing the authorized shares of common stock,
we will have additional shares of stock available for future actions, including
acquisitions, capital raising transactions and employee stock incentive plans.
Implementing the Reverse Stock Split without reducing our authorized shares of
common stock and preferred stock will also allow our board of directors
flexibility to act promptly in issuing stock to meet our future business needs,
which may include:
o Acquisitions and mergers;
o Financing transactions to improve our financial and business
position;
o Stock splits or stock dividends;
o Recruiting employees and executives;
o Employee benefit plans; and
o Other proper business purposes.
If additional shares are readily available, our board of directors will
be able to act quickly to issue additional shares without spending the time and
incurring the expense of soliciting proxies and holding additional stockholders'
meetings. The board of directors, however, may issue additional shares of common
stock and preferred stock without action on the part of the stockholders only if
the action is permissible under Nevada law, and only if the rules of the
exchange on which the common stock is then listed permit those issuances. Our
common stock is currently not listed on an exchange, but is traded on the
over-the-counter bulletin board. Accordingly, as noted above, after the filing
date of the Charter Amendment to the Articles of Incorporation, our board of
directors will be authorized to cause a reverse stock split of the outstanding
shares of Maxxon without an accompanying reduction in the authorized
capitalization and without seeking stockholder approval.
6
Q: WHY AREN'T WE HOLDING A MEETING OF STOCKHOLDERS TO APPROVE THE NAME CHANGE,
THE CHARTER AMENDMENT AND THE REVERSE STOCK SPLIT?
A: The board of directors has already approved and authorized an
amendment to our Articles of Incorporation (i) changing our name from "Maxxon,
Inc." to "Revolutions Medical Corporation", and (ii) permitting our board of
directors to declare a reverse stock split of our outstanding shares from time
to time in their discretion without a proportional reduction in our authorized
shares of the same form of capital stock and without obtaining the consent of
our stockholders as currently required under Nevada law, and (iii) effecting a 1
for 20 reverse stock split of our issued and outstanding shares of common stock
without a corresponding reduction in our authorized capitalization of common
stock. We also have received the written consent of holders of our common stock
and of our Maxxon Series 2006 Preferred stock representing more than a majority
of the voting power of our outstanding common stock and our Maxxon Series 2006
Preferred stock voting together as a single class, approving these transactions.
Under the Nevada Revised Statutes and our charter documents these transactions
may be approved by the written consent of a majority of the voting power of our
common stock and Maxxon Series 2006 Preferred stock entitled to vote on them,
voting together as a single class. Since we have already received written
consents representing the necessary number of votes, a meeting is not necessary
and represents a substantial and avoidable expense.
Q: WHAT ARE THE PRINCIPAL FEATURES OF THE AMENDMENTS?
A: After the Amendment to the Articles of Incorporation is filed there
will be two changes: (i) First, our name will be changed to "Revolutions Medical
Corporation." Second, our board of directors will be able to authorize a reverse
stock split of our issued and outstanding shares of capital stock without a
corresponding reduction in our authorized capitalization and without requiring
approval of our existing stockholders, currently required under Nevada law. This
will give the board flexibility to respond to a variety of situations in which
the ability to declare a reverse stock split without the necessity of
stockholder approval through a special meeting or a written consent may prove
desirable. See "Charter Amendment."
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Q. WHAT ARE THE PRINCIPAL FEATURES OF THE REVERSE STOCK SPLIT?
A: At the effective date of the Reverse Stock Split, each 20 shares of
our Company's common stock that you own will become 1 share of common stock,
having the same rights and privileges as before. Since the authorized
capitalization is not going to be reduced in a corresponding manner, your
proportional percentage ownership interest in our Company is going to be reduced
immediately after the implementation of the Reverse Stock Split. Fractional
shares will be rounded down to the next whole number and no cash payments will
be made in connection therewith. Under Nevada law, you are not entitled to any
dissenter's rights in connection with the Reverse Stock Split. The Maxxon Series
2006 Preferred stock will not be affected by the Reverse Stock Split. As a
consequence, Rondald L. Wheet, the sole holder of the Maxxon Series 2006
Preferred, and our Chairman, President and CEO, will have the voting percentage
of our common and preferred stock that he owns increase from 44.8% to 98.78%.
Upon effectiveness of the Name Change and the Reverse Stock Split, the shares of
common stock of Maxxon, Inc. will continue to trade on the over-the-counter
bulletin board under a new trading symbol and CUSIP Number that have not been
assigned yet. See "Reverse Stock Split".
Q: DO THESE ACTIONS AFFECT OUR OFFICERS AND DIRECTORS?
A: The adoption of the Amendments and the implementation of the Reverse
Stock Split, do not affect the Company's officer and directors. They will
continue to serve in those capacities after the completion of these
transactions. See "Certain Information Regarding Our Directors and Executive
Officers" below.
Q: HOW WILL THE REVERSE STOCK SPLIT AFFECT OUR STOCKHOLDERS AND THEIR SHARES
OF CAPITAL STOCK?
A: Our Articles of Incorporation authorize 255,000,000 shares of
capital stock, $0.001 par value per share, of which 250,000,000 shares are
authorized as common stock and 5,000,000 shares are authorized as preferred
stock. As of the date hereof, 143,160,798 shares of our common stock were issued
and outstanding. Of the preferred stock, we have 1,000,000 shares designated as
Maxxon Series 2006 Preferred stock ("Series 2006 Preferred") that are issued and
outstanding. At the effective date of the Reverse Stock Split, the number and
categories of authorized shares of our capital stock will remain the same and
continue to constitute the authorized capitalization of our Company.
8
By executing a reverse stock split of the issued and outstanding shares
of common stock, but not reducing the authorized shares of common stock, we will
have additional shares of stock available for future actions, including
acquisitions, capital raising transactions and employee stock incentive plans.
Implementing the Reverse Stock Split without reducing our authorized shares of
common stock and preferred stock will also allow our board of director's
flexibility to act promptly in issuing stock to meet our future business needs,
which may include:
o Acquisitions and mergers;
o Financing transactions to improve our financial and business
position;
o Stock splits or stock dividends;
o Recruiting employees and executives;
o Employee benefit plans; and
o Other proper business purposes.
If additional shares are readily available, our board of directors will
be able to act quickly to issue additional shares without spending the time and
incurring the expense of soliciting proxies and holding additional stockholders'
meetings. The board of directors, however, may issue additional shares of common
stock and preferred stock without action on the part of the stockholders only if
the action is permissible under Nevada law, and only if the rules of the
exchange on which the common stock is then listed permit those issuances. Our
common stock is currently not listed on an exchange, but is traded on the
over-the-counter bulletin board. Accordingly, as noted above, after the filing
date of the Charter Amendment to the Articles of Incorporation, our board of
directors will be authorized to cause a reverse stock split of the outstanding
shares of Maxxon without an accompanying reduction in the authorized
capitalization and without seeking stockholder approval.
At the effective time of our Reverse Stock Split each 20 shares of our
common stock that you hold will represent 1 post-Reverse Stock Split share of
our common stock with the same rights and privileges as before. The number of
shares of Maxxon Series 2006 Preferred stock issued and outstanding will not be
affected by the Reverse Stock Split. Therefore, after the effective date of the
Reverse Stock Split, you will own the same class of stock you currently own, but
your percentage ownership of Maxxon will be reduced by the 1 for 20 ratio.
Additionally, however, as a consequence of the Reverse Stock Split, Rondald L.
Wheet, the sole holder of the Maxxon Series 2006 Preferred, and our Chairman,
President and CEO will have the voting percentage of our common and preferred
stock that he owns increase from 44.8% to 98.78%
9
The rights, privileges, preferences and restrictions of each class and
series of our stock will remain the same both pre- and post-Reverse Stock Split.
The following is a summary of the rights, privileges, preferences and
restrictions of Maxxon's common and preferred stock:
Maxxon Common Stock
Dividends: The holders of common stock are entitled to receive,
ratably, dividends when, as and if declared by the board of directors out of
funds legally available therefor.
Liquidation Preference: In the event of the liquidation, dissolution or
winding up, the holders of common stock are entitled, subject to the rights of
holders of preferred stock, if any, to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after
provision is made for each class of stock, if any, having preference over the
common stock.
Conversion: The holders of common stock have no conversion rights and
they are not subject to further calls or assessments.
Preemption: The holders of common stock have no preemptive rights and
they are not subject to further calls or assessments.
Voting Rights: The holders of common stock are entitled to one vote for
each share held of record on all matters on which the holders of common stock
are entitled to vote. Cumulative voting for directors is not permitted.
Redemption: There are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of common stock are fully
paid.
Maxxon Series 2006 Preferred Stock
Dividends: Currently, the sole holder of our Maxxon Series 2006
Preferrred is Rondald L. Wheet, our Chairman, President and CEO. The holder of
Maxxon Series 2006 Preferred stock is entitled to receive, ratably, dividends
when, as and if declared by the board of directors out of funds legally
available therefor. If any dividend or other distributions are declared on our
common stock, then a dividend or other distribution must also be declared on the
outstanding Maxxon Series 2006 Preferred stock at the same time and on the same
terms and conditions, so that each holder of Maxxon Series 2006 Preferred stock
will receive the same dividend or distribution such holder would have received
if the holder had converted his Maxxon Series 2006 Preferred stock as of the
record date for determining stockholders entitled to receive such dividend or
distribution.
Liquidation Preference: In the event of the liquidation, dissolution or
winding up, the holders of Maxxon Series 2006 Preferred stock are entitled to
receive a liquidation preference of $0.001 for each share of Maxxon Series 2006
Preferred stock prior to payment being made to any junior stock.
Conversion: The holders of Maxxon Series 2006 Preferred stock may
convert each share into 1 share of common stock.
Preemption: The holders of Maxxon Series 2006 Preferred stock have no
preemptive rights and they are not subject to further calls or assessments.
Voting Rights: The holders of Maxxon Series 2006 Preferred stock are
entitled to 125 votes for each share of common stock into which their Maxxon
Series 2006 Preferred stock is then convertible (currently 1 share), voting
together with our common stock as a single class. Cumulative voting is not
permitted. Upon conversion of a Series 2006 Preferred share, each share of
common stock issued upon the conversion will be entitled to only one (1) vote
per share.
10
Redemption: There are no redemption or sinking fund provisions
applicable to the Maxxon Series 2006 Preferred stock.
Maxxon Blank Check Preferred Stock
Maxxon's Articles of Incorporation authorize its board of directors to
establish one or more additional series of preferred stock and to determine,
with respect to any such series of preferred stock, its terms and rights,
including: the designation of each series; the voting powers, if any, associated
with each such series whether dividends, if any, will be cumulative or
noncumulative and the dividend rate of each series; the redemption rights and
price or prices, if any, for shares of each series; and preferences and other
special rights, if any, of shares of each series in the event of any
liquidation, dissolution, or distribution of Maxxon's assets.
Q: WILL I NEED TO OBTAIN NEW STOCK CERTIFICATES?
A: At the effective time of the Name Change and the Reverse Stock
Split, each stock certificate representing shares of Maxxon, Inc. common stock
that were issued and outstanding immediately before such effective time will
automatically represent the post-Reverse Stock Split number of shares of common
stock of Revolutions Medical Corporation. Shortly after the completion of the
Reverse Stock Split, Maxxon will send written notice to all stockholders of
record with instructions on how to exchange their existing Maxxon, Inc. stock
certificates for new certificates representing the post-Reverse Stock Split
shares of common stock under our new corporate name, Revolutions Medical
Corporation.
A stockholder seeking to make this exchange will be subject to normal
requirements, including proper endorsement, signature guarantee, if required,
and payment of applicable taxes. Before this exchange occurs, the Maxxon, Inc.
stock certificates that our stockholders hold as of the effective time of the
Reverse Stock Split and the Name Change will continue to validly represent the
reduced number of post-Reverse Stock Split shares of Maxxon's stock that such
stockholders own after the Reverse Stock Split. YOU DO NOT NEED TO EXCHANGE YOUR
EXISTING MAXXON, INC. STOCK CERTIFICATES FOR STOCK CERTIFICATES OF REVOLUTIONS
MEDICAL CORPORATION UNTIL WE REQUEST THIS EXCHANGE BY SEPARATE WRITTEN NOTICE.
Even after we send you this exchange notice, if, for any reason, you
fail to exchange your Maxxon, Inc. stock certificates for Revolutions Medical
Corporation stock certificates, your Maxxon, Inc. stock certificates will
continue to validly represent the number of post-Reverse Stock Split shares of
Maxxon's common stock that were formerly evidenced by such certificates.
11
Q: WILL MY STOCK REMAIN FREELY TRADEABLE?
A: After completion of the Reverse Stock Split and the Name Change, you
may continue to make sales or transfers using Maxxon, Inc. stock certificates.
As noted above, until you exchange your Maxxon, Inc. stock certificates for
Revolutions Medical Corporation stock certificates, your Maxxon, Inc. stock
certificates will continue to validly represent shares of Maxxon's stock that
were formerly Maxxon, Inc. shares evidenced by such certificates.
The Reverse Stock Split will not have any effect on the status of your
shares. If you hold shares of our Company that are freely tradable before the
effective time of the Reverse Stock Split, you will own the same number of
freely tradeable shares of Maxxon (i.e. Revolutions Medical Corporation) after
the effective time. Similarly, if you hold any securities of ours with transfer
restrictions before the effective time of the Reverse Stock Split, you will hold
equivalent securities of post-Reverse Stock Split Maxxon shares of common stock
after the effective time with the same transfer restrictions. For purposes of
computing the holding period under Rule 144 of the Securities Act, your
post-Reverse Stock Split shares of Maxxon common stock will be deemed to have
been acquired on the date that you originally acquired those shares of Maxxon,
Inc.
Q: CAN I REQUIRE THE COMPANY TO PURCHASE MY STOCK?
A: No, under Nevada law, you cannot require the company to purchase
your stock and you do not have appraisal rights.
Q: ARE THERE ANY REGULATORY APPROVALS REQUIRED FOR THE AMENDMENTS AND THE
REVERSE STOCK SPLIT?
A: No regulatory approvals are required for the Name Change and the
Charter Amendments to our Articles of Incorporation and the Reverse Stock Split;
provided, however, notice must be given to NASDAQ and we must apply for a new
CUSIP Number.
Q: WHO WILL PAY THE COSTS OF THE AMENDMENTS AND THE REVERSE STOCK SPLIT?
A: We will pay all of the costs of filing the Amendment to the Articles
of Incorporation in Nevada, including distributing this Information Statement
and the cost of exchanging certificates representing shares of Maxxon, Inc. for
certificates representing post-Reverse Stock Split shares of Revolutions Medical
Corporation. We may also pay brokerage firms and other custodians for their
reasonable expenses for forwarding information materials to the beneficial
owners of our common stock.
Q. WHAT ARE THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT?
A: The combination of 20 shares of pre-Reverse Stock Split common stock
into one share of post-Reverse Stock Split common stock should be a tax-free
transaction under the Internal Revenue Code of 1986, as amended, and the holding
period and tax basis of the pre-split common stock will be transferred to the
post-split common stock. This discussion should not be considered as tax or
investment advice, and the tax consequences of the Reverse Stock Split may not
be the same for all shareholders. Shareholders should consult their own tax
advisors to know their individual Federal, state, local and foreign tax
consequences.
12
NAME CHANGE AMENDMENT
As noted above, we are changing our corporate name to "Revolutions Medical
Corporation" by filing an amendment to our Articles of Incorporation on or after
20 days from the mailing of the definitive Information Statement to our
stockholders. For the past several years, under prior management we were
involved in various litigation related matters, all of which have been concluded
in a manner satisfactory to the Company. Nevertheless, our board of directors
believes that it would be preferable for the Company to dissociate itself from
these events and to mark the beginning of a new management era by changing our
corporate name. We also believe a rebranding strategy is appropriate to describe
the nature of our business. We selected the name "Revolutions Medical
Corporation" because we believe that our product will be "revolutionary." Our
hope is that our new company name and the meaning it represents will bring
together our customers, our strategic partners, our employees, and last but not
least, our investo rs. Thus, we will change our name to "Revolutions Medical
Corporation", to more accurately reflect our current and future business focus.
The full text of the Name Change Amendment to the Articles of Incorporation is
set forth below:
Certificate of Amendment to Articles of Incorporation
The first sentence of the Articles of Incorporation of the Company is amended as
follows:
1. The name of the corporation is "Revolutions Medical Corporation."
Effective Date of the Amendment
The amendment will become effective upon the filing of the amendment with the
Nevada Secretary of State office. We intend to file the amendment as soon as
possible after the expiration of 20 days from the mailing of the definitive
Information Statement to our stockholders.
Effect of Name Change on Certificates Evidencing Shares of Maxxon, Inc.
At the effective time of the Name Change and the Reverse Stock Split, each stock
certificate representing shares of Maxxon, Inc. common stock that were issued
and outstanding immediately before such effective time will automatically
represent the post-Reverse Stock Split number of shares of common stock of
Revolutions Medical Corporation. Shortly after the completion of the Reverse
Stock Split, Maxxon will send written notice to all stockholders of record with
instructions on how to exchange their existing Maxxon, Inc. stock certificates
for new certificates representing the post-Reverse Stock Split shares of common
stock under our new corporate name, Revolutions Medical Corporation.
A stockholder seeking to make this exchange will be subject to normal
requirements, including proper endorsement, signature guarantee, if required,
and payment of applicable taxes. Before this exchange occurs, the Maxxon, Inc.
stock certificates that our stockholders hold as of the effective time of the
Reverse Stock Split and the Name Change will continue to validly represent the
reduced number of post-Reverse Stock Split shares of Maxxon's stock that such
stockholders own after the Reverse Stock Split. YOU DO NOT NEED TO EXCHANGE YOUR
EXISTING MAXXON, INC. STOCK CERTIFICATES FOR STOCK CERTIFICATES OF REVOLUTIONS
MEDICAL CORPORATION UNTIL WE REQUEST THIS EXCHANGE BY SEPARATE WRITTEN NOTICE.
Even after we send you this exchange notice, if, for any reason, you
fail to exchange your Maxxon, Inc. stock certificates for Revolutions Medical
Corporation stock certificates, your Maxxon, Inc. stock certificates will
continue to validly represent the number of post-Reverse Stock Split shares of
Maxxon's common stock that were formerly evidenced by such certificates.
13
CHARTER AMENDMENT
The Company's Board of Directors and stockholders with a majority of the voting
power have approved a proposal to effect an amendment to our Articles of
Incorporation pursuant to which the Board of Directors will be permitted to
declare a reverse stock split of a class or series of our issued and outstanding
shares without a corresponding proportional reduction in the authorized number
of shares in the same class or series, and without requiring approval of our
stockholders. Under Nevada law and our Articles of Incorporation as currently in
effect, our Board may authorize a reverse stock split with these characteristics
only after obtaining approval from our stockholders through (i) soliciting a
sufficient quantity of written consents or (ii) holding a special meeting of
stockholders. In either circumstance the process is cumbersome, time-consuming
and expensive, and may result in the loss of potential business opportunities
for the Company in a variety of circumstances.
By filing the Charter Amendment, the Board of Directors will be given the
flexibility to act promptly to use a reverse stock split in issuing stock to
meet our future business needs, which may include:
o Acquisitions and mergers;
o Financing transactions to improve our financial and business
position;
o Stock splits or stock dividends;
o Recruiting employees and executives;
o Employee benefit plans; and
o Other proper business purposes.
Under the Charter Amendment our Board of Directors will be able to act
quickly without spending the time and incurring the expense of soliciting
proxies and holding additional stockholders' meetings. The Board of Directors,
however, may authorize a reverse stock split of a class or series of our stock
without a corresponding reduction of the authorized capital stock of the Company
without action on the part of the stockholders only if the action is permissible
under Nevada law, and only if the rules of the exchange on which the common
stock is then listed permit those issuances. Our common stock is currently not
listed on an exchange, but is traded on the over-the-counter bulletin board.
Accordingly, as noted above, after the filing date of the Charter Amendment to
the Articles of Incorporation, our board of directors will be authorized to
cause a reverse stock split of the outstanding shares of Maxxon without an
accompanying reduction in the authorized capitalization and without seeking
stockholder approval.
The full text of the Charter Amendment to the Articles of Incorporation is set
forth below:
Certificate of Amendment to Articles of Incorporation
A new Section -- of the Articles of Incorporation of the Company is added to
read as follows:
" SECOND: The board of directors of the Corporation may from time to time, and
as many times as they in their sole discretion may determine, decrease the
number of issued and outstanding shares of a class or series of the
Corporation's stock held by each stockholder of record at the effective date and
time of the change without correspondingly decreasing the number of authorized
shares of the same class or series, and without requiring the prior vote or
approval of the Corporation's stockholders in accordance with section 78.2055 of
the Nevada Revised Statutes or any successor statute thereto."
Effective Date of the Charter Amendment
The Charter Amendment will become effective upon the filing of the amendment
with the Nevada Secretary of State office. We intend to file the Charter
Amendment as soon as possible after the expiration of 20 days from the mailing
of the definitive Information Statement to our stockholders.
14
REVERSE STOCK SPLIT
The Company's Board of Directors and stockholders with a majority of the voting
power have approved a proposal to effect a reverse split of all outstanding
shares of our common stock at a 1 for 20 ratio such that there will be 1
post-Reverse Stock Split share of common stock outstanding for each 20
pre-Reverse Stock Split shares of common stock, having the same par value of
$.001 per share. There will be no change to the authorized shares of common
stock of the Company and any fractional shares will be rounded down to the next
whole number of shares, so that no shareholder shall have less than 1 share
after the effectiveness of the Reverse Stock Split. The effect of the Reverse
Stock Split without the comparable proportionate reduction in the authorized
shares of Maxxon common stock is to dilute the voting power and ownership
percentages of the existing common stock holders. The Maxxon Series 2006
Preferred stock will not be affected by the Reverse Stock Split. Accordingly, as
a consequence of the Reverse Stock Split, Rondald L. Wheet, the sole holder of
the Maxxon Series 2006 Preferred, and our Chairman, President and CEO, will have
the voting percentage of our common and preferred stock that he owns increase
from 44.8% to 98.78%
We will also obtain a new CUSIP number and trading symbol for the common stock
at the effective date of the Reverse Stock Split. The Company must provide the
NASDAQ Market Watch Department and Over the Counter Bulletin Board at least ten
(10) calendar days advance notice of the effective date of a reverse stock split
in compliance with Rule 10b-17 under the Securities Exchange Act of 1934.
The purpose of the reverse stock split is to attempt to increase the per share
trading value of our common stock. Our Board believes that a decrease in the
number of shares outstanding is likely to improve the trading price for our
common stock, to increase the marketability of its stock to potential new
investors and its ability to attract institutional investors to hold its shares,
while decreasing the volatility of the stock price, and believes the Reverse
Stock Split to be in the best interests of the Company and our stockholders.
However, in many cases, the market price of a Company's shares declines after a
reverse stock split, and there can be no assurance that any immediate price
increase in our common stock attributable to the Reverse Stock Split will be
maintained for any period of time.
Effects of the Reverse Stock Split
After the effective day of the proposed reverse stock split, each stockholder
will own a reduced number of shares of our common stock and representing a
smaller ownership and voting percentage in the Company. Further, any outstanding
options, warrants and rights as of the effective date that are subject to
adjustment will be decreased accordingly. The outstanding Series 2006 Preferred
stock will not be effected by the Reverse Stock Split. The proposed Reverse
Stock Split will affect all common stockholders uniformly and will reduce each
shareholders' percentage ownership interest in the Company. Another effect of
the Reverse Stock Split is to increase the number of authorized, but un-issued
shares of common stock. An effect of the existence of authorized but un-issued
capital stock may be to enable the Board of Directors to render more difficult
or to discourage an attempt to obtain control of the Company by means of a
merger, tender offer, proxy contest, or otherwise, and thereby to protect the
continuity of the Company's management. If, in the due exercise of its fiduciary
obligations, for example, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interests, such shares could be
issued by the Board of Directors without stockholder approval in one or more
private placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise. The Company does not have any current plans, proposals,
or arrangements to propose any amendments to the articles of incorporation or
bylaws that would have a material anti-takeover effect.
15
We cannot predict the effect of the Reverse Stock Split upon the market price
over an extended period and, in many cases the market value of a Company's
common stock following a reverse split declines. We cannot assure you that the
trading price of our common stock after the Reverse Stock Split will rise in
inverse proportion to the reduction in the number of shares of our common stock
outstanding as a result of the Reverse Stock Split. Also, we cannot assure you
that the Reverse Stock Split would lead to a sustained increase in the trading
price of our common stock. The trading price of our common stock may change due
to a variety of other factors, including our operating results and other factors
related to our business and general market conditions.
Further, as a result of any reverse split, some stockholders may own less than
100 shares of our common stock. A purchase or sale of less than 100 shares,
known as an "odd lot" transaction, may result in incrementally higher trading
costs through certain brokers, particularly "full service" brokers. Therefore,
those stockholders who own less than 100 shares following the reverse split may
be required to pay higher transaction costs if they sell their shares of our
common stock.
DISSENTER'S RIGHTS OF APPRAISAL
Under Nevada law, you do not have the right to an appraisal or the
right to require the Company to repurchase your shares of common stock in
connection with the Reverse Stock Split.
YOU ARE NOT ENTITLED TO DISSENT FROM ANY OF THE ACTIONS DESCRIBED IN THIS
INFORMATION STATEMENT OR TO DEMAND APPRAISAL OF YOUR SHARES AS A RESULT OF SUCH
ACTIONS.
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 Name Change, the Charter Amendment and the Reverse Stock
Split, or transactions contemplated thereby that is not shared by all other
stockholders.
16
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities that would have been entitled to vote if a meeting had
been held regarding the Amendments to the Articles of Incorporation and the
Reverse Stock Split consist of shares of our common stock and shares of our
Maxxon Series 2006 Preferred stock, voting together as a single class. Each
share of our common stock is entitled to 1 vote and each share of Maxxon Series
2006 Preferred stock is entitled to 125 votes for each such share voting
together with the common stock as a single class. On November 17, 2006, the
record date for determining our stockholders who would have the right to vote on
the Amendments and the Reverse Stock Split, 143,160,798 shares of our common
stock were outstanding and 1,000,000 shares of our Maxxon Series 2006 Preferred
stock were outstanding.
The following table sets forth, as of the date of this Information
Statement information regarding the beneficial ownership of shares of the common
stock or preferred stock by each person known by the Company to own five percent
or more of the outstanding shares of common stock or preferred stock, by each of
the officers, by each of the directors, and by the officers and directors as a
group. At the close of business on November 17, 2006, the Company had
143,160,798 shares of common stock issued and outstanding and 1,000,000 shares
of Maxxon Series 2006 Preferred stock issued and outstanding.
Name and Address Number of Shares Percentage
- ---------------- ---------------- ----------
Rondald L. Wheet 5,556,229(1) 3.88%
2073 Shell Ring Circle
Mt. Pleasant, SC 29466
Thomas M. Beahm 3,895,000 2.72%
6522 Waconda Point Drive
Harrison, TN 37341
Thomas O'Brien -0- 0%
108 Dayton Street
Danvers, MA 01923
All Officers and Directors,
as a group (3 members) 9,451,229 6.60%
Rondald L. Wheet
2073 Shell Ring Circle
Mt. Pleasant, SC 29466 1,000,000
Series 2006 Preferred 100%
(1) Does not include 1,000,000 shares of Series 2006 Preferred stock of the
Company owned by Mr. Wheet (see below), each share of which has 125 votes per
share voting together with the common stock of the Company as a single class.
Accordingly, Mr. Wheet controls the right to vote shares representing 44.8% of
all of the Company's issued and outstanding shares of common stock and preferred
stock.
17
CERTAIN INFORMATION REGARDING OUR DIRECTORS AND EXECUTIVE OFFICERS
Identification of Directors and Executive Officers
The following table sets forth the names of all of our directors and
executive officers, as of the date hereof. Each Director serves for a one-year
term and until a successor is elected and has qualified. Currently, our
Directors are not compensated for their services, although their expenses in
attending meetings are reimbursed.
Name Age Position
- ---- --- --------
Rondald L. Wheet 41 President/CEO, Chairman of the Board
of Directors
Thomas M. Beahm 56 Director
Thomas O'Brein 60 Director
Significant Employees
We have no employees who are not executive officers, but who are
expected to make a significant contributions to the Company's business.
Family Relationships
There are no family relationships among our directors, executive
officers, or persons nominated to become directors of executive officers.
Involvement in Certain Legal Proceedings
During the past five years, none of our directors, persons nominated to
become directors, executive officers, promoters or control persons:
o was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
o was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
o was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
o was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed,
suspended or vacated.
18
Audit Committee Financial Expert
The Securities Exchange Commission has adopted rules to implement
certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public
company audit committees. One of the rules adopted by the SEC requires a company
to disclose whether it has an "audit committee financial expert" serving on its
audit committee. Our board of directors has not yet established an audit
committee. As such, our board has not yet appointed an audit committee financial
expert. At this time, our board of directors believes it would be desirable to
have an audit committee, and for the audit committee to have an audit committee
financial expert serving on the committee. While informal discussions as to
potential candidates have occurred, at this time no formal search process has
commenced.
Compliance with Section 16(a) of the Exchange Act
To our knowledge, based solely on a review of such materials as are
required by the Securities and Exchange Commission, none of our officers,
directors or beneficial holders of more than ten percent of our issued and
outstanding shares of common stock failed to timely file with the Securities and
Exchange Commission any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, during the fiscal year
ended December 31, 2005.
EXECUTIVE COMPENSATION
Compensation of Directors
Currently, our directors are not compensated for their services,
although their expenses in attending meetings are reimbursed.
Executive Compensation
The compensation paid to Maxxon, Inc.'s CEO for the three prior years
is as set forth below: No bonuses were paid to any of the Company's officers
except to Mr. Wheet. See "Certain Relationships and Related Transactions." There
are no other officers of Maxxon to whom compensation was paid at any time during
the last three years.
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
------------------------------------ -------------------------- -----------
Name and Other Restricted Securities All
Principal Annual Stock Underlying LTIP Other
Position Year Salary(1) Bonus Compensation Awards(2) Options/SARs Payouts Compensation
- ---------------- -------- ------------- ------- -------------- ----------- -------------- --------- ------------
Ron Wheet, CEO 2005 $112,500(3) $-0- $-0- $320,000 -0- $-0- $-0-
Gifford Mabie,
Former CEO
2004 $100,000 $-0- $-0- $-0- -0- $-0- $-0-
(1) Of Mr. Wheet's salary for 2005, $27,500 remains accrued but not paid.
All of Mr. Mabie's salary for 2004 was accrued by the Company but not paid.
(2) Represents the fair market value as of March 15, 2006 of the 8,000,000
shares of common stock issued to Mr. Wheet during 2005
(3) Mr. Wheet's employment agreement specifies an annual salary of
$150,000. Mr. Wheet's 2005 salary, as listed above, is lower than $150,000
because he became CEO of the Company in March, 2005.
19
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Value
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End FY-End
Acquired on Exercisable/ Exercisable/
Name Exercise Value Realized Unexercisable Unexercisable
------------------------ --------------- --------------- --------------------- ---------------
Ron Wheet, CEO N/A N/A 0 0
Compensation of Management
Employment Agreement with Rondald L. Wheet, CEO
Effective March 16, 2005, the Company and Mr. Wheet, our CEO, entered
into a two year employment agreement. The agreement provides for an annual
salary of $150,000 with an annual salary increase equal to no less than the
percentage increase in the Consumer Price Index during the previous calendar
year. As of December 31, 2005, the Company owed Mr. Wheet $26,500.00 pursuant to
his employment agreement. Mr. Wheet has the right to participate in other
businesses as long as those businesses do not compete directly or conflict with
the business of the Company and so long as he devotes the necessary working
time, as determined in his sole discretion, to the Company's business
activities. He is responsible for the Company's substantive and financial
reporting requirements of the Securities Exchange Act of 1934, as amended, and
is specifically allowed to hire any and all professionals necessary to assist
that process. The agreement automatically renews and continues for an additional
two-year period. He is entitled to participate in all executive bonuses,
provided that if he is the sole director at the time such bonus is authorized,
then an independent third party shall render a fairness opinion as to the bonus,
or such bonus shall be put to a vote of the shareholders. The Company will
provide him with all reasonable and customary fringe benefits, including, but
not limited to, participation in pension plans, profit sharing plans, employee
stock ownership plans, stock option plans (whether statutory or not), stock
appreciation rights plans, hospitalization, medical dental disability and life
insurance, vacation and sick leave. The Company will reimburse of all his
reasonable and necessary travel, entertainment or other related expenses
incurred by him in carrying out his duties and responsibilities under the
20
agreement. The Company will also provide him with a cell phone, suitable office
space, and membership dues in professional organizations and for any seminars
and conferences related to Company business. During the term of the agreement,
the Company is obligated to indemnify him for all legal expenses and liabilities
incurred with any proceeding involving him by reason of his being an officer,
director, employee or agent of the Company, including paying reasonable attorney
fees and expenses as incurred in the event that, in his sole judgment, he needs
to retain counsel or otherwise expend personal funds for his defense. The
Company shall also provide reasonable Director and Officer insurance and/or
Warranty and Representations insurance coverage for Wheet. The terms and extent
of such insurance shall be dictated by industry standard and circumstance.
Either party may terminate Mr. Wheet's employment under this Agreement
by giving the other party 30-days advance written notice. A decision by the
Company to terminate his employment shall require an affirmative vote of more
than 66-2/3% of the Board, except in the case of his death. If the Agreement is
terminated for cause or as a result of his death, the Company shall pay him or
his estate not later than 30 days following his termination for cause or
terminated because of his death, a lump sum severance payment consisting of his
salary and accrued salary through the date of his termination or death plus all
amounts he would have been entitled to under the Company's employee benefit
plans and a pro rata amount of bonus. If the agreement is terminated without
cause or terminated because of permanent disability or a change of control, then
the Company shall pay him not later than 30 days following the termination a
lump sum severance payment consisting of his salary for 24 months, and a pro
rata amount of bonus he is eligible to receive. If he resigns for any reason
other than a change of control, the Company shall pay him not later 30 days
following his resignation a lump sum severance payment consisting of his salary
through the date of his resignation, all amounts he is entitled to pursuant to
the Company's employee benefit plans, his salary for a period of 90 days after
his resignation and a pro rata amount of bonus he is eligible to receive under
the Company's bonus program. For one year following his resignation or
termination (except in the case of termination for cause or a change of
control), Mr. Wheet will not work for or provide any services in any capacity to
any competitor and will not solicit any of the Company's customers or accounts.
In October 2006, Mr. Wheet was awarded a bonus under his employment
agreement by the Board of Directors. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS" below.
Amounts Accrued Pursuant To Previous Employment Agreements
The Company has accrued approximately $694,000 pursuant to previous
employment agreements. Although the Company plans to settle these amounts, there
is no assurance that its efforts to settle will be successful. No litigation
related to these previous employment agreements has been initiated or
threatened. There is no assurance, however, that such litigation will not be
initiated in the future.
Mutual Release and Settlement Agreement With Former CEO
On April 14, 2005, the Company and its former CEO entered into a mutual
release and settlement agreement, pursuant to which the Company issued to the
former CEO a promissory note for $216,834.16 and warrants to purchase up to
12,913,239 shares of common stock at $0.001 per share on or before April 14,
2010. In addition, the mutual release and settlement provides for continued
indemnification of the former CEO and mutual releases. The note, which is
unsecured, bears interest at 12% per year and is due April 14, 2006. The warrant
is exercisable only to the extent that the number of shares of common stock
exercised plus the number of shares presently owned by the warrant holder does
not exceed 4.99% of the outstanding shares of Common Stock of the Company on
such date. The exercise limit is revocable by the warrant holder upon 75 days
prior notice to the Company. Subsequent to year end, the former CEO exercised
warrants to purchase 6,000,000 shares of common stock for $6,000 which was
deducted from the amount due under the promissory note. As at August 31, 2006
the amount of principal and interest due under the promissory note was
$245,372.00.
21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Rondald L. Wheet became a director of our Company (Maxxon, Inc.) in
March 2005. On October 24, 2006 the Board of Directors of the Company determined
that Wheet, the Chairman of the Board, and its President and CEO, pursuant to
his employment agreement with the Company dated as of March 18, 2005, was
entitled to a bonus of one million (1,000,000) shares of its newly created 2006
Series Convertible Preferred Stock, par value $.001 per share (the "Series 2006
Preferred"), as additional recognition and compensation for all of Wheet's
services to the Company during the period of time he served as its sole director
and officer for (i) supervising and guiding the Company to the point where its
product is ready for testing under current FDA guidelines, (ii) deferring
substantially all his compensation for more than one and one-half years under
the aforesaid employment agreement, and (iii) advancing disbursements on the
Company's behalf. The Series 2006 Preferred have an agreed value of $20,000 as
determine d by the independent members of the Company's board of directors who
used the public market trading price of $.03 per share on the date of the
agreement to ascertain the value of the Series 2006 Preferred and then
discounted the shares by 33 and 1/3% because they are restricted securities.
Based on this methodology, the purchase price for the Series 2006 Preferred is
$.02 per share, or a total of $20,000. Each Series 2006 Preferred is
convertible, at any time at the discretion of Wheet, into one share of the
Company's common stock for each share of Series 2006 Preferred. Each Series 2006
Preferred has voting rights of 125 votes per share of Series 2006 Preferred
voting together as one class with the Company's common stock. Upon conversion of
the Series 2006 Preferred, each share of common stock resulting from the
conversion shall be entitled to one vote per share--not 125 votes per share. The
Company has filed a Certificate of Designation for the Series 2006 Preferred
with the Nevada Secretary of State. Und er the terms of the issuance, all of the
Series 2006 Preferred issued to Wheet are restricted securities and may not be
transferred, sold or otherwise disposed of in the absence of an exemption from
registration under the Securities Act of 1933, as amended, together with an
opinion of counsel acceptable to the Company or an effective registration
statement under the Securities Act. The Series 2006 Preferred sold to Wheet is
exempt from registration under Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering in that it was made to
one accredited investor without any form of general solicitation or advertising.
22
ADDITIONAL INFORMATION
Where You May Find Additional Information
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any reports, statements or other information that we file at the
SEC's public reference rooms, including its public reference room located at
Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549. You may also obtain
these materials upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on its public reference rooms. Our public filings are also available
at the Internet web site maintained by the SEC for issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System (EDGAR).
MISCELLANEOUS
We request brokers, custodians, nominees and fiduciaries to forward
this Information Statement to the beneficial owners of our Common Stock and we
will reimburse such holders for their reasonable expenses in connection
therewith. Additional copies of this Information Statement may be obtained at no
charge by writing to us at our office address, 2073 Shell Ring Circle, Mt.
Pleasant, South Carolina 29466 Attn: Rondald L. Wheet, President.
NO ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH ANY OF
THESE PROPOSALS. HOWEVER, SECTION 14(c) OF THE EXCHANGE ACT REQUIRES THE MAILING
TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT
AT LEAST TWENTY (20) DAYS PRIOR TO THE EARLIEST DATE ON WHICH THE CORPORATE
ACTION MAY BE TAKEN.
MAXXON, INC.
/s/ Rondald L. Wheet,
---------------------------------------------------------
Rondald L. Wheet, President and Chief Executive Officer
November 29, 2006
23
EXHIBITS INDEX
A. Amended Articles of Incorporation of Maxxon, Inc., a Nevada corporation
24
EXHIBIT A - MAXXON, INC. INFORMATION STATEMENT
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MAXXON, INC.
1. The name of the corporation is Maxxon, Inc. (the "Corporation").
2. The Articles of Incorporation have been amended as follows:
FIRST: The name of the corporation (which is hereafter referred to as
the "Corporation") is Revolutions Medical Corporation.
SECOND: The board of directors of the Corporation may from time to
time, and as many times as they in their sole discretion may determine, decrease
the number of issued and outstanding shares of a class or series of the
Corporation's stock held by each stockholder of record at the effective date and
time of the change without correspondingly decreasing the number of authorized
shares of the same class or series, and without requiring the prior vote or
approval of the Corporation's stockholders in accordance with section 78.2055 of
the Nevada Revised Statutes or any successor statute thereto.
The Amendment was approved by written consent of the holders of a majority of
all of the issued and outstanding shares of common stock and Series 2006
Preferred stock entitled to vote thereon voting together as a single class.
The Effective Date of this filing shall be the filing date.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Articles of Incorporation to be signed in its name and on its
behalf by its President on this __ day of November, 2006.
MAXXON, INC.
/s/ Rondald L. Wheet
---------------------------
Rondald L. Wheet
President and CEO
25