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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 9, 2002
ENDOVASC LTD., INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
000-28371 76-0512500
(Commission File Number) (IRS Employer Identification Number)
Dr. David P. Summers, Chairman & CEO
Endovasc Ltd., Inc.
15001 Walden Road Suite 108
Montgomery, Texas 77356
(Address of principal executive offices)
(936) 448-2222
(Registrant's telephone number, including area code)
15001 Walden Road Suite 108
Montgomery, Texas 77356
(Former name or former address, if changed since last report)
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Item 5. Changes in Control of Registrant
That a Special Meeting of Stockholders of Endovasc Ltd., Inc., a Nevada
corporation (the "Company"), was held on July 5, 2002 at 9:00 a.m. at 15001
Walden Road, Suite 108, Montgomery, Texas 77356 for the purpose of a
Reincorporation of the Company in Delaware through a merger of the Company into
Endovasc Ltd., Inc. ("Endovasc Delaware"), a newly formed Delaware corporation
with Endovasc Delaware surviving the merger. The Reincorporation was effected
on July 5, 2002 and resulted in:
(i) the Company being governed by the General Corporation Law of Delaware;
(ii) shares of common stock of the Company converted into
the right to receive one share of common stock of
Endovasc Delaware for each forty shares of common
stock of the Company,
(iii) the persons serving presently as officers and directors of Endovasc
Ltd., Inc. to serve in their respective capacities after
the reincorporation, and
(iv) the Company's Certificate of Incorporation
authorizing the issuance of 200,000,000 shares of
common stock and 20,000,000 shares of preferred
stock, of which 55,000 shares were designated as
Series A 8% Cumulative Convertible Preferred Stock,
3,000,000 shares were designated as Series B
Convertible Preferred Stock and 370,000 shares were
designated as Series C Convertible Preferred Stock.
(v) adopted the 2002 Directors, Officers and Consultants Stock Option,
Stock Warrant and Stock Award Plan.
Item 7. Financial Statements and Exhibits
Financial Statements
None
Exhibits
99.2 -- Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Endovasc, Ltd., Inc.
(a Delaware corporation)
By: /s/Dr. David P. Summers
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Dr. David P. Summers, President
and Chief Executive Officer
Date: July 10, 2002
EXHIBIT 99
ENDOVASC LTD., INC. SHAREHOLDERS APPROVE
1-FOR-40 REVERSE STOCK SPLIT AND
MERGER INTO DELAWARE CORPORATION
Symbol Changes to "ENVC"
MONTGOMERY, Texas--July 9, 2002--Endovasc Ltd., Inc. (OTCBB:ENDV; Berlin:ED7)
today announced that shareholders have approved a one-for-forty stock split of
the Company's common stock and will reorganize in the State of Delaware. At the
end of the business day Tuesday, July 9, 2002, its reorganization shall become
effective. On Wednesday, July 10, 2002 the common stock will begin trading on a
post-split basis under its new ticker, OTCBB:ENVC. The reverse split will not
affect any stockholder's proportionate interest in Endovasc Ltd., Inc.
The Company said independent evaluations discovered that the Company's product
line was worth considerably more than was reflected in the previous market
capitalization. Upon advice by experts, the new capitalization will serve as the
fulcrum to leverage and maximize shareholders' value as the Company commences
human trials in the $28 billion annual cardiovascular market.
On July 9, 2002, Endovasc Ltd., Inc., a Nevada corporation ("Endovasc Nevada")
and Endovasc Ltd., Inc., a Delaware corporation ("Endovasc Delaware") entered
into an Agreement and Plan of Merger. The merger, which has been approved by
the Board of Directors of each company and holders of in excess of a majority
of the issue and outstanding capital stock of Endovasc Nevada, is subject to
regulatory approval and other customary conditions to closing.
Upon the terms and subject to the conditions set forth in the Merger Agreement
and in accordance with Delaware law, Endovasc Nevada shall be merged with and
into Endovasc Delaware. As a result of the merger, the outstanding shares of
capital stock of Endovasc Delaware and Endovasc Nevada shall be converted or
canceled in the manner provided in Section 2.01 of the Agreement, the separate
corporate existence of Endovasc Nevada shall cease, and Endovasc Delaware will
be the surviving corporation.
The foregoing statements are made under the "Safe Harbor" Private Securities
Litigation Reform Act of 1995 and may contain forward-looking statements that
involve risks and uncertainties that may not be evident at the time of this
release. For more information about Endovasc, please visit www.endovasc.com.
Contact Information: Investor Relations
Endovasc Ltd., Inc., 15001 Walden Road, Ste. #108, Montgomery, TX 77356
Phone: 936.448.2222 Fax: 936.582.2250 InvestorRelations@endovasc.com