SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Information Statement
ASDAR Group
Commission File Number: 000-13577
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 statement 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:_________________________________________
ASDAR Group
1239 West Georgia Street, Suite 3004
Vancouver, British Columbia, Canada V6E 4R8
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY
SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that ASDAR Group will change its name to
Precise Life Sciences Ltd. The name change was approved on April 3, 2002, by
unanimous approval of our Board of Directors. In addition, shareholders holding
a majority of our outstanding common stock approved the name change by written
consent in lieu of a meeting on April 4, 2002, in accordance with the relevant
sections of Nevada General Corporation Law. The name change will not be
effective until we amend our Amended and Restated Articles of Incorporation by
filing a Certificate of Amendment to our Amended and Restated Articles of
Incorporation with the Nevada Secretary of State. We intend to file the
Certificate of Amendment twenty days after this information statement is first
mailed to our shareholders.
Our purpose in changing our name was to reflect the fact that the Company
intends to pursue, as part of its business, development and commercialization
of medical-related technology. We believe that acquiring interests in medical
related technology will increase the total value of the corporation to our
investors.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about
April 5, 2002.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By order of the Board of Directors,
By: /s/ Conrado Beckerman
-------------------
Conrado Beckerman
CHAIRMAN AND PRESIDENT
Vancouver, British Columbia, Canada
April 5, 2002
ASDAR Group
1239 West Georgia Street, Suite 3004
Vancouver, British Columbia, Canada V6E 4R8
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of a
majority of our shareholders on April 4, 2002, in accordance with the relevant
Sections of the Nevada General Corporation Law. This action was taken by 11
persons or entities which collectively own in excess of the required majority
of our outstanding common stock necessary for the adoption of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This information statement is being mailed on or about April 5, 2002 to
shareholders of record on February 28, 2002. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On April 3, 2002, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Amended and Restated Articles of
Incorporation to change our corporate name to "Precise Life Sciences Ltd." On
April 4, 2002, 11 shareholders which collectively own in excess of the required
majority of our outstanding common stock necessary for the adoption of the
action, approved the name change by action taken by written consent. The full
text of the proposed amendment to the Amended and Restated Articles of
Incorporation is attached hereto as Exhibit A.
PURPOSE OF CHANGE IN NAME OF THE CORPORATION
Our Board of Directors believes it is desirable to change the name of the
Company to "Precise Life Sciences Ltd." in order to reflect the fact that the
Company intends to pursue, as part of its business, development and
commercialization of medical related technology. We believe that acquiring
interests in medical related technology will increase the total value of the
corporation to our investors.
PROCEDURE FOR APPROVAL OF NAME CHANGE; VOTE REQUIRED
The Nevada General Corporation Law requires that, in order for us to amend
our Amended and Restated Articles of Incorporation, such amendment must be
approved by our Board of Directors and approved by a majority of the
outstanding shares entitled to vote. The Nevada General Corporation Law also
provides that any action which may be taken at a meeting of the shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of a
majority of the outstanding shares entitled to vote.
On February 28, 2002, the record date for determination of the shareholders
entitled to receive this Information Statement, there were 15,593,106 shares of
common stock outstanding. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of our
shareholders. We needed the affirmative vote of at least a majority of the
outstanding shares of our common stock to approve the name change. Our Board,
by its unanimous written consent, adopted resolutions approving an amendment to
our Amended and Restated Articles of Incorporation to effect the name change.
By Action of Written Consent, dated April 4, 2002, holders representing
8,396,139shares of common stock or 53.84% of the shares of common stock
approved the name change.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Amended and Restated Articles of Incorporation will
become effective upon the filing with the Nevada Secretary of State of a
Certificate of Amendment to our Amended and Restated Articles of Incorporation,
attached hereto as Exhibit A. We intend to file the Certificate of Amendment
twenty days after this Information Statement is first mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF SIMPLE TECHNOLOGY STOCK
The change in the name of ASDAR Group will be reflected in its stock
records by book-entry in ASDAR Group's records. For those shareholders that
hold physical certificates, please do not destroy or send to ASDAR Group your
common stock certificates. Those certificates will remain valid for the number
of shares shown thereon, and should be carefully preserved by you.
DISSENTER'S RIGHTS
The Nevada General Corporation Law does not provide for dissenters' right
of appraisal in connection with the name change.
INTERESTS 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 proposed name change, which is not shared by all other
shareholders of ASDAR Group.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the shares of our common stock as of Febuary 28, 2002, except as
noted in the footnotes below, by:
- Each person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
- Each of our executive officers;
- Each of our directors; and
- All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or become exercisable within 60 days of February 28,
2002, are deemed outstanding even if they have not actually been exercised.
Those shares, however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. As of February 28, 2002,
15,593,106 shares of our common stock were issued and outstanding. Unless
otherwise indicated in the table, the persons and entities named in the table
have sole voting and sole investment power with respect to the shares set forth
opposite the shareholder's name, subject to community property laws, where
applicable. The address of each shareholder is listed in the table
Percent of
Name and Address Common Shares Ownership
- --------------------------- ------------- ----------
Robert Waters(1)
945 Marine Drive, Suite 911
W. Vancouver, BC V7T 1A8 168,000 1.08%
2U Online.com, Inc.
1288 Alberni Street, Suite 806
Vancouver, BC V6E 4N5 4,880,039 31.30%
All directors and executive
officers as a group 168,000 1.08%
(1) Officer and/or Director of the Company
Exhibit No. Description
- ----------- --------------
Exhibit 3.1 AMENDED ARTICLES OF INCORPORATION