SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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BIO-ONE CORPORATION
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BIO-ONE CORPORATION
1630 WINTER SPRINGS BOULEVARD
WINTER SPRINGS, FLORIDA 32708
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders
of Bio-One Corporation. The special meeting will be held on Thursday, December
11, 2003, at 2:00 p.m., local time, at the Embassy Suites Hotel, 661 N.W. 53rd
Street, Boca Raton, Florida 33433.
Your vote is important and I urge you to vote your shares by proxy,
whether or not you plan to attend the meeting. After you read this proxy
statement, please indicate on the proxy card the manner in which you want to
have your shares voted. Then date, sign and mail the proxy card in the
postage-paid envelope that is provided. If you sign and return your proxy card
without indicating your choices, it will be understood that you wish to have
your shares voted in accordance with the recommendations of the Company's Board
of Directors.
We hope to see you at the meeting.
Sincerely,
/s/ Armand Dauplaise
Armand Dauplaise
President and Chief Executive Officer
November 6, 2003
BIO-ONE CORPORATION
1630 WINTER SPRINGS BOULEVARD
WINTER SPRINGS, FLORIDA 32708
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 11, 2003
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders (the
"Special Meeting") of Bio-One Corporation (the "Company"), will be held on
Thursday, December 11, 2003, at 2:00 p.m., local time, at the Embassy Suites
Hotel, 661 N.W. 53rd Street, Boca Raton, Florida 33433, for the following
purposes, as more fully described in the attached Proxy Statement:
1. To elect five directors, each until the next special meeting of the
Company's shareholders or until their successors are duly elected and qualified;
2. To approve an amendment to the Company's Articles of Incorporation
to increase the authorized common stock of the Company to 500,000,000; and
3. To consider any other matters that may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 22,
2003, as the record date for determining the shareholders entitled to notice of
and to vote at the Special Meeting or at any adjournment thereof. A complete
list of the shareholders entitled to vote at the Special Meeting will be open
for examination by any shareholder during ordinary business hours for a period
of ten days prior to the Special Meeting at the offices of Kirkpatrick &
Lockhart LLP, located at 201 South Biscayne Boulevard, Miami Center, Suite 2000,
Miami, Florida 33131.
IMPORTANT
You are cordially invited to attend the Special Meeting in person. In
order to ensure your representation at the meeting, however, please promptly
complete, date, sign and return the enclosed proxy in the accompanying envelope.
If you should decide to attend the Special Meeting and vote your shares in
person, you may revoke your proxy at that time.
By Order of the Board of Directors,
Armand Dauplaise
President and Chief Executive Officer
November 6, 2003
TABLE OF CONTENTS
-----------------
PAGE NO.
--------
ABOUT THE MEETING............................................................1
What is the purpose of the special meeting?.............................1
Who is entitled to vote?................................................1
Who can attend the special meeting?.....................................1
What constitutes a quorum?..............................................1
How do I vote?..........................................................2
What if I do not specify how my shares are to be voted?.................2
Can I change my vote after I return my proxy card?......................2
What are the Board's recommendations?...................................2
What vote is required to approve each item?.............................2
STOCK OWNERSHIP..............................................................3
Beneficial Owners.......................................................3
PROPOSAL 1 - ELECTION OF DIRECTORS...........................................4
Directors Standing for Election.........................................4
Recommendation Of The Board Of Directors................................4
Directors - Present Term Expires at the Special Meeting.................4
Meetings................................................................5
Committees of the Board of Directors....................................5
Compensation Of Directors...............................................5
Executive Compensation..................................................6
Stock Option Grants In The Past Fiscal Year.............................7
Employment Agreements...................................................8
Certain Relationships And Related Transactions..........................8
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION......................9
DESCRIPTION OF CAPITAL STOCK................................................11
Common Stock...........................................................11
Preferred Stock........................................................11
Warrants...............................................................11
Options................................................................11
Transfer Agent.........................................................11
Disclosure Of SEC Position On Indemnification
For Securities Act Liabilities......................................11
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation
Authorized And Unissued Stock.......................................12
Equity Line of Credit..................................................12
Other Matters..........................................................12
Independent Accountants................................................12
Additional Information.................................................13
i
BIO-ONE CORPORATION
1630 WINTER SPRINGS BOULEVARD
WINTER SPRINGS, FLORIDA 32708
_____________________
PROXY STATEMENT
NOVEMBER 6, 2003
_________________________
This proxy statement contains information related to the special
meeting of shareholders of Bio-One Corporation, to be held on Thursday, December
11, 2003, at 2:00 p.m., local time, at the Embassy Suites Hotel, 661 N.W. 53rd
Street, Boca Raton, Florida 33433, and any postponements or adjournments
thereof. The Company is making this proxy solicitation.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At the Company's special meeting, shareholders will act upon the
matters outlined in the notice of meeting on the cover page of this proxy
statement, including the election of directors and the approval of an amendment
to the Company's Articles of Incorporation to increase the authorized common
stock of the Company to 500,000,000 shares. In addition, the Company's
management will report on the performance of the Company during fiscal 2003 and
respond to questions from shareholders.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the close of business on the record
date, October 22, 2003, are entitled to receive notice of the special meeting
and to vote the shares of common stock that they held on that date at the
meeting, or any postponements or adjournments of the meeting. Each outstanding
share of capital stock will be entitled to the number of votes set forth in the
following table on each matter to be voted upon at the meeting. The holders of
common stock vote together as a single class. See "Description of Securities."
DESCRIPTION OF CAPITAL STOCK NUMBER OF VOTES TOTAL VOTES
- ------------------------------ ------------------ -----------
Common Stock One Vote Per Share 44,553,996
WHO CAN ATTEND THE SPECIAL MEETING?
All shareholders as of the record date, or their duly appointed
proxies, may attend the meeting, and each may be accompanied by one guest.
Seating, however, is limited. Admission to the meeting will be on a first-come,
first-serve basis. Registration will begin at 1:00 p.m., and seating will begin
at 1:30 p.m. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. Cameras, recording
devices and other electronic devices will not be permitted at the meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date and check in at
the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 44,553,996 shares of common stock of the Company were outstanding.
As such, holders of at least 22,276,999 shares (i.e., a majority) must be
present at the meeting, in person or by proxy, to obtain a quorum. Proxies
received but marked as
1
abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and
return it to the Company, it will be voted as you direct. If you are a
registered shareholder and attend the meeting, you may deliver your completed
proxy card in person or vote by ballot at the meeting. "Street name"
shareholders who wish to vote at the meeting will need to obtain a proxy form
from the institution that holds their shares.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, then
your shares will be voted in accordance with the Board's recommendations.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the Secretary of
the Company either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:
o FOR the election of the nominated slate of directors (see page 4);
o FOR the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized common stock of the
Company to 500,000,000 shares. (see page 9).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the Board of Directors
or, if no recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. This means that
the five nominees will be elected if they receive more affirmative votes than
any other person. A properly executed proxy marked "Withheld" with respect to
the election of any director will not be voted with respect to such director
indicated, although it will be counted for purposes of determining whether there
is a quorum.
INCREASE IN AUTHORIZED SHARES. For the approval of an amendment to the
Company's Articles of Incorporation to increase the authorized common stock of
the Company to 500,000,000 shares and any other item that properly comes before
the meeting, the affirmative vote of the holders of a majority of the
outstanding shares, as of the record date, will be required for approval. A
properly executed proxy marked "Abstain" with respect to any such matter will
not be voted, although it will be counted for purposes of determining whether
there is a quorum. Accordingly, an abstention will have the effect of a negative
vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes,"
however, will be counted in determining whether there is a quorum.
2
STOCK OWNERSHIP
BENEFICIAL OWNERS
The following table presents certain information regarding the
beneficial ownership of all shares of common stock at October 22, 2003 for each
executive officer and director of our Company and for each person known to us
who owns beneficially more than 5% of the outstanding shares of our common
stock. The percentage ownership shown in such table is based upon the 44,553,996
common shares issued and outstanding at October 22, 2003 and ownership by these
persons of options or warrants exercisable within 60 days of such date. Unless
otherwise indicated, each person has sole voting and investment power over such
shares.
NUMBER OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES OWNED OWNED
- --------------------------------------- ------------ -------
Armand Dauplaise
1630 Winter Springs Blvd.
Winter Springs, FL 32708 3,630,000(2) 8.15%
All Directors and Executive Officers as a Group
(one person) 3,630,000(2) 8.15%
_______________
(1) Applicable percentage of ownership is based on 44,553,996 shares of
common stock outstanding as of October 22, 2003, together with
securities exercisable or convertible into shares of common stock
within 60 days of October 22, 2003 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to
securities. Shares of common stock subject to securities exercisable or
convertible into shares of common stock that are currently exercisable
or exercisable within 60 days of October 22, 2003 are deemed to be
beneficially owned by the person holding such options for the purpose
of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes 900,000 shares held by Mr. Dauplaise's wife and children.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We are not aware of any instance since January 1, 2002, when an
executive officer, director or owner of more than ten percent of the outstanding
shares of common stock failed to comply with reporting requirements of Section
16(a) of the Securities Exchange Act of 1934.
3
PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The Board of Directors of the Company consists of five seats. Each
director holds office until the first special meeting of shareholders following
their election or appointment and until their successors have been duly elected
and qualified.
The Board of Directors has nominated Armand Dauplaise, Irwin Newman,
Frank Clark, Bernard Shinder and Roy Lerman for election as directors. The
accompanying proxy will be voted for the election of these nominees, unless
authority to vote for one or more nominees is withheld. In the event that any of
the nominees is unable or unwilling to serve as a director for any reason (which
is not anticipated), the proxy will be voted for the election of any substitute
nominee designated by the Board of Directors. Armand Dauplaise has previously
served as a member of the Board of Directors and has consented to such terms.
The other four nominees for directors have consented to serve such term on the
Board of Directors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES
DIRECTORS - PRESENT TERM EXPIRES AT THE SPECIAL MEETING
ARMAND DAUPLAISE Armand Dauplaise has served as an officer
PRESIDENT AND CHIEF EXECUTIVE and director of our Company since 1999. He
OFFICER has experience in many facets of business,
AGE 64 including serving 21 years in senior
executive positions for various companies.
From 1999-2002, Mr. Dauplaise served as
president of Crown Enterprises, Inc., which
was merged into Bio-One. From 1998-1999, Mr.
Dauplaise served as Chief Operating Officer
of Leffler Enterprises, a multi-property
restoration business. Prior to 1998, Mr.
Dauplaise served in executive level
positions with Restoring Services
(1995-1998), Premier Services (1980-1995),
Coffee Butler (1979-1980), National Coffee
(1977-1979), Hardees Restaurants
(1975-1977), Burger King Corporation
(1972-1975), and Hallmark Cards (1967-1972).
Mr. Dauplaise has experience in management,
operations, marketing, mergers and
acquisitions.
IRWIN NEWMAN Irwin Newman has been nominated to serve on
AGE 55 our Board of Directors. Mr. Newman serves as
our corporate secretary. Mr. Newman is a
practicing attorney in Boca Raton, Florida
and serves as senior partner in the firm of
Newman, Pollock & Klein. Since 2000, Mr.
Newman has been a partner with the Law Firm
of Newman, Pollock & Klein. Since 1993 Mr.
Newman has also served as President and
Chief Executive Officer of Jenex Financial
Services, Inc., a financial and consulting
firm located in Boca Raton, Florida. From
1988-1993, Mr. Newman served as Vice
President for Boca Raton Capital Corp. In
addition, Mr. Newman has previously held
management positions or served as legal
counsel for Mariner Venture Capital Corp.,
Island Investment & Realty, Inc. and Walter
E. Heller & Co., SE.
4
FRANK CLARK Frank Clark has been nominated to serve on
AGE 71 our Board of Directors as Chairman. From
1992-2003, Mr. Clark has served as an
independent consultant. From 2000 to the
present, Mr. Clark served on the Board of
Directors of Gensci Corp. From 2001 to the
present, Mr. Clark has served on the Board
of Directors of 800 Healthy and Advanced
Therapeutic Technology. From 1986 through
1992, Mr. Clark worked as a consultant for
Right Management Consultants. Mr. Clark also
served as an executive vice president and a
director of a Johnson & Johnson subsidiary
and as President and director of R.P.
Scherer, Inc., a major producer of
nutritional supplement soft gelatin capsules
worldwide. Mr. Clark established R.P.
Scherer's presence in the Far East, while
enhancing their markets in Europe, North
America and South America. Mr. Clark has
extensive experience in the acquisition,
development and marketing of products in the
health and nutritional supplements industry.
BERNARD SHINDER Bernard Shinder has been nominated to serve
AGE 67 on our Board of Directors. Mr. Shinder will
also serve as our Chief Financial Officer.
Mr. Shinder has been engaged as a
professional in many aspects of business
finance including initial and secondary
stock offerings, mergers, acquisitions,
venture capital, international taxation
strategy, international licensing,
technology transfers, strategic planning and
management of the expansion process. Mr.
Shinder has extensive experience in the
development of corporate operational
infrastructures. Since 1987, Mr. Shinder has
served as President of Bernard Shinder
Consultants, Inc. whose clients included
Lumonics, Inc., Gandalf Data Communications
Inc., Campeau Corporation, Plastic Engine
Technology Corporation and the River Bank
Group.
ROY LERMAN Roy Lerman has been nominated to serve on
AGE 64 our Board of Directors. Mr. Lerman has 40
years of experience in the brokerage
business and has been a member in good
standing with The American Stock Exchange
for more than 30 years. Since the beginning
of 2003, Mr. Lerman has served on the Board
of Directors of Rapid Technology Group.
Since 2001, Mr. Lerman has served on the
Board of Directors of KBF Pollution
Management. Since 1999, Mr. Lerman has
served on the Board of Directors of Balaton
Power and since 1998 has served on the Board
of Directors of Netvoice Technologies. Since
1997, Mr. Lerman has served on the Board of
Directors of Paystar. Mr. Lerman has
represented Southwest Securities as its New
York Representative and Senior Vice
President in charge of all floor activities
on The American Stock Exchange. In addition,
since 1998 Mr. Lerman has been a full
Partner and Director with SDO Securities
since 2000, the largest execution firm on
the American Stock Exchange. In addition,
Mr. Lerman has been a Partner in R.I.P.
Consultants with offices in New York and
Hong Kong. Mr. Lerman is the former Chairman
of the Board for Capital Suisse Securities,
an international Brokerage firm.
MEETINGS
During the Company's fiscal year ending December 31, 2002, the Board of
Directors met on 3 occasions. Each director attended more than 75% of the total
number of meetings of the Board and Committees on which he served.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE. We currently do not have an Audit Committee.
COMPENSATION COMMITTEE. We currently do not have a Compensation
Committee.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. Our Bylaws provide that, by resolution of the Board
of Directors, each director may be reimbursed his expenses of attendance at
meetings of the Board of Directors; likewise, each director may be paid a fixed
sum or receive a stated salary as a director. As of the date of this prospectus,
no director receives any salary or other form of cash
5
compensation for such service. No director is precluded from serving our Company
in any other capacity and receiving compensation from us in connection
therewith.
SHARE-BASED COMPENSATION. Each director, with the exception of Mr.
Dauplaise, is entitled to receive 300,000 restricted shares of our common stock
as compensation for their services as members of our Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth compensation for the fiscal year ended
December 31, 2002 for our executive officers:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ --------------------------------
AWARDS PAYOUTS
---------------------- -------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SAR'S PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) (#) ($) ($)
- ------------------ ---- -------- ------ ------------ ---------- -------- ------- ------------
Armand Dauplaise 2002 $120,000 $ -- $4,200(1) -- -- $ -- $ --
President, Chief Executive 2001 $120,000 $ -- $4,200(1) -- -- $ -- $ --
Officer and 2000 $120,000 $ -- $4,200(1) -- -- $ -- $ --
Chairman of the Board
Kevin Lockhart 2002 $ -- $ -- $ -- -- -- $ -- $ --
Former Secretary and 2001 $120,000 $ -- $ -- -- -- $ -- $ --
Vice-Chairman 2000 $120,000 $ -- $ -- -- -- $ -- $ --
______________
(1) Represents Mr. Dauplaise's monthly car allowance of $350.
The following table contains information regarding options granted
during the year ended December 31, 2002 to Bio-One's named executive officer.
OPTION/SAR GRANTS TABLE
% TOTAL
OPTIONS/SAR'S
GRANTED TO
NO. OF SECURITIES EMPLOYEES IN YEAR
UNDERLYING ENDED DECEMBER 31
OPTIONS/SAR'S 2002 EXERCISE OR BASE PRICE
NAME GRANTED (#) (%) ($ PER SHARE) EXPIRATION DATE
- ---- ----------------- ----------------- ---------------------- ---------------
Armand Dauplaise None N/A N/A N/A
President, Chief Executive
Officer
and Chairman of the Board
The following table contains information regarding options exercised in
the year ended December 31, 2002, and the number of shares of common stock
underlying options held as of December 31, 2002, by Bio-One's named executive
officer.
6
AGGREGATED OPTIONS/SAR EXERCISES
IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTIONS/SAR VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SAR'S IN-THE-MONEY OPTIONS/SAR'S
SHARES AT FY-END AT FY-END
ACQUIRED ON VALUE ------------------------------- ---------------------------
EXERCISE REALIZED (#) ($)
----------- -------- ------------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- --------------
Armand Dauplaise -- -- -- -- -- --
President,
Chief Executive Officer and
Chairman of the Board
STOCK OPTION GRANTS IN THE PAST FISCAL YEAR
We have not issued any grants of stock options in the past fiscal year
to any officer or director.
7
EMPLOYMENT AGREEMENTS
In May 2000, we entered into an employment agreement with our
President, Chief Executive Officer and Chairman of the Board, Mr. Armand
Dauplaise, which provides in part for Mr. Dauplaise to receive an annual
compensation of $120,000 per year plus a car allowance of $350 per month. The
agreement is renewable annually and has been renewed on an annual basis by the
Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We believe that all prior related party transactions have been entered
into upon terms no less favorable to us than those that could be obtained from
unaffiliated third parties. Our reasonable belief of fair value is based upon
proximate similar transactions with third parties or attempts to obtain the
consideration from third parties. All ongoing and future transactions with such
persons, including any loans or compensation to such persons, will be approved
by a majority of disinterested members of the Board of Directors.
In May 2000, we entered into an employment agreement with our president
and chief executive officer, Armand Dauplaise which calls for payment to him of
$120,000 per year and an auto allowance of $350 per month. The term was for one
year and we have renewed the agreement on each anniversary date.
In June 2002, we borrowed $15,000 from Armand Dauplaise. This
obligation is repayable on demand and provides for interest on the outstanding
principal balance at the rate of 5% per annum. Later that year Mr. Dauplaise
advanced an additional $55,000 which was repayable with interest at the rate of
5% per annum. All sums advanced by Mr. Dauplaise have been repaid from monies
received under the equity credit line.
On June 30, 2002 we entered into an agreement with Kevin Lockhart, a
former officer and director, which provided in part for us to transfer certain
assets and intangible property then owned by us or Crown Enterprises, our wholly
owned subsidiary, to Mr. Lockhart in exchange for the forgiveness of accrued
salaries and the redemption of 1,750,000 shares of our common stock owned by Mr.
Lockhart.
8
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION
Our Company's Board of Directors proposes an amendment to our Company's
Articles of Incorporation to increase the number of authorized shares of common
stock, par value $0.001 per share, from 100,000,000 to 500,000,000 shares. Our
Company desires to increase its authorized capital stock because (i) management
believes that the Company will need significant authorized capital stock
available for issuance and (ii) it desires to raise capital by issuing shares of
stock. The amendment to our Company's Articles of Incorporation shall provide
for the authorization of 500,000,000 shares of our Company's common stock. As of
October 22, 2003, 44,553,996 shares of the Company's common stock were issued
and outstanding. In addition, the Company previously filed a registration
statement on Form SB-2, as amended, with the Securities and Exchange Commission
on July 15, 2003, registering 50,000,000 shares of common stock that could be
issued in connection with an Equity Line of Credit Agreement, dated July 25,
2002.
There are certain advantages and disadvantages of voting for an
increase in the Company's authorized common stock. The advantages include:
o The ability to raise capital by issuing capital
stock, including under the Equity Line of Credit.
o To have shares available to pursue business expansion
opportunities.
The disadvantages include:
o Dilution to the existing shareholders, including a
decrease in our net income per share in future
periods. This could cause the market price of our
stock to decline.
o Provoking short-selling in our common stock, which
would put downward pressure on the market price of
our common stock.
o Increasing the supply of shares of stock. This supply
of stock without a corresponding demand could cause
the market price of our stock to decline.
o A potential change of control if all or a significant
block of the shares to be issued are held by one or
more shareholders working together.
Other than the Equity Line of Credit, our Company does not currently
have written or oral plans, arrangements or understandings to issue any of the
additional shares of common stock that would be authorized by this proposed
amendment to our Articles of Incorporation.
If the amendment to our Company's Articles of Incorporation is adopted,
an amendment to the Articles of Incorporation of Bio-One Corporation shall be
filed with the Nevada Secretary of State so that Article III shall be as
follows:
"The maximum number of shares of stock that this
corporation is authorized to have outstanding at any
one time is 510,000,000 shares. Of such shares,
500,000,000 shall be common stock having par value
$0.001 per share. The remaining shares shall be
shares of Preferred Stock, par value $0.001 per
share. The Preferred Stock may be issued from time to
time by authorization of the Board of Directors of
this Corporation with such rights, designations,
preferences and other terms as the Board of Directors
shall determine from time to time."
In additional to the reasons specified above, the Company's Board of
Directors believes that it is desirable to have additional authorized shares of
common stock available for possible future financings, possible future
acquisition transactions and other general corporate purposes. Having such
additional authorized shares of common stock available for issuance in the
future would give our Company greater flexibility and may allow such shares to
be issued without the expense and delay of a special shareholders' meeting.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing shareholders, management believes that
such transactions would increase the value of our Company to our shareholders.
9
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF AN AMENDMENT TO OUR COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, FROM
100,000,000 TO 500,000,000 SHARES.
10
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Our Articles of Incorporation authorize the issuance of 100,000,000
shares of common stock, $0.001 par value per share. As of October 22, 2003,
44,553,996 shares of common stock were issued and outstanding. The following
description is a summary of the capital stock of Bio-One and contains the
material terms of the capital stock. Additional information can be found in
Bio-One's Articles of Incorporation and Bylaws.
PREFERRED STOCK
Our Articles of Incorporation authorize the issuance of 10,000,000
shares of preferred stock, $0.001 par value per share, the designation and
rights of which are to be determined by our Board of Directors. As of October
22, 2003, none of the shares of preferred stock are issued and outstanding.
Our Board of Directors has authority, without action by the
shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such series. We consider it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and
financing and in meeting corporate needs which may arise. If opportunities arise
that would make desirable the issuance of preferred stock through either public
offerings or private placements, the provisions for preferred stock in our
Articles of Incorporation would avoid the possible delay and expense of a
shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series
of securities outstanding that will have certain preferences with respect to
dividends and liquidation over the common stock which would result in dilution
of the income per share and net book value of the common stock. Issuance of
additional common stock pursuant to any conversion right which may be attached
to the terms of any series of preferred stock may also result in dilution of the
net income per share and the net book value of the common stock. The specific
terms of any series of preferred stock will depend primarily on market
conditions, terms of a proposed acquisition or financing, and other factors
existing at the time of issuance. Therefore, it is not possible at this time to
determine in what respect a particular series of preferred stock will be
superior to our common stock or any other series of preferred stock which we may
issue. Our Board of Directors may issue additional preferred stock in future
financing, but has no current plans to do so at this time.
The issuance of preferred stock could have the effect of making it more
difficult for a third party to acquire a majority of our outstanding voting
stock. We intend to furnish holders of our common stock annual reports
containing audited financial statements and to make public quarterly reports
containing unaudited financial information.
WARRANTS
As of October 22, 2003, we do not have any warrants outstanding.
OPTIONS
As of October 22, 2003, we do not have any options outstanding.
TRANSFER AGENT
The transfer agent for the common stock is Continental Stock Transfer
and Trust Company of New York, NY and its telephone number is 212-509-4000.
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation, as well as our By-Laws provide for the
indemnification of directors, officers, employees and agents of the corporation
to the fullest extent provided by the Corporate Law of the State of Nevada, as
well as is described in the Articles of Incorporation and the By-Laws. These
sections generally provide that the Company may indemnify any person who was or
is a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative except for an action by
or in right of the corporation by reason of the fact that he or
11
she is or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been determined
to be negligent or guilty of misconduct in the performance of his or her duties
to the Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of Bio-One,
pursuant to the foregoing provisions, or otherwise, we have been advised that,
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION AUTHORIZED
AND UNISSUED STOCK
The authorized but unissued shares of our common and preferred stock
are available for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes including
but not limited to future public or direct offerings to raise additional
capital, corporate acquisitions and employee incentive plans.
EQUITY LINE OF CREDIT.
On July 25, 2002, our Company entered into an Equity Line of Credit
Agreement with Cornell Capital Partners, L.P. Pursuant to the Equity Line of
Credit, our Company may, at its discretion, periodically sell to Cornell Capital
Partners shares of common stock for a total purchase price of up to $10.0
million. For each share of common stock purchased under the Equity Line of
Credit, Cornell Capital Partners will pay 100% of the lowest closing bid price
of the common stock on the Over-the-Counter Bulletin Board or other principal
market on which the common stock is traded for the 5 days immediately following
the notice date. Cornell Capital Partners is a private limited partnership whose
business operations are conducted through its general partner, Yorkville
Advisors, LLC. Further, Cornell Capital Partners will be paid a fee of 5% of
each advance under the Equity Line of Credit. In addition, we engaged Westrock
Advisors, Inc., a registered broker-dealer, to advise our Company in connection
with the Equity Line of Credit. For its services, Westrock Advisors, Inc.
received 43,479 shares of our common stock.
We have already received $1.5 million pursuant to the Equity Line of
Credit. We previously registered a total of 30 million shares of our common
stock for Cornell Capital Partners pursuant to a Registration Statement (No
333-98769) which was declared effective by the Securities and Exchange
Commission and have issued all 30 million shares of common stock pursuant to
this Equity Line of Credit.
We will not receive any further advances pursuant to the Equity Line of
Credit until our most recent registration statement, filed July 15, 2003, is
declared effective by the Securities and Exchange Commission. Based on our
current stock price of $0.08, we would receive approximately $3.8 million out of
a total available of $8.5 million remaining under the Equity Line of Credit. In
order for our Company to receive the remaining $8.5 million available under the
Equity Line of Credit based on our current stock price of $0.08, we would have
to issue 106,250,000 shares of our common stock. Our current Articles of
Incorporation authorize us to issue 100 million shares of common stock. Upon the
issuance of the 50 million shares being sold pursuant to that registration
statement, we will have approximately 94.5 million shares issued and
outstanding. As a result, if we need to issue more than 50 million shares to
draw down the entire $8.5 million available under the Equity Line of Credit, and
if the amendment to our Articles of Incorporation is approved at the Special
Meeting increasing our authorized common stock to 500,000,000 shares, we will
need to file a new registration statement covering any additional shares.
OTHER MATTERS
As of the date of this proxy statement, our Company knows of no
business that will be presented for consideration at the meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by shareholders, proxies in the enclosed form returned to our
Company will be voted in accordance with the recommendation of our Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
INDEPENDENT ACCOUNTANTS
The firm of Parks, Tschopp, Whitcomb & Orr, P.A. served as our
Company's independent accountants for Fiscal 2002. A representative of the firm
will be available to respond to questions at the Special Meeting of the
Shareholders. This representative will have an opportunity to make a statement
if he desires to do so. The Company has selected Parks, Tschopp, Whitcomb & Orr,
P.A. as its independent accountants for Fiscal 2003.
12
AUDIT FEES. The aggregate fees billed for professional services
rendered was $15,000 for the audit of the Company's annual financial statements
for the year ended December 31, 2002 and the reviews of the financial statements
included in the Company's Forms 10-QSB for that fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None of
the professional services described in Paragraphs (c)(4)(ii) of Rule 2-01 of
Regulation S-X were rendered by the principal accountant for the year ended
December 31, 2002.
ALL OTHER FEES. Other than the services described above under the
captions "Audit Fees" and "Financial Information Systems Design and
Implementation Fees," the aggregate fees billed for services rendered by the
principal accountant was $0 for the year ended December 31, 2002.
ADDITIONAL INFORMATION
PROXY SOLICITATION COSTS. Our Company is soliciting the enclosed
proxies. The cost of soliciting proxies in the enclosed form will be borne by
our Company. Officers and regular employees of our Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex, facsimile or
electronic means. Our Company will, upon request, reimburse brokerage firms for
their reasonable expenses in forwarding solicitation materials to the beneficial
owners of stock.
INCORPORATION BY REFERENCE. Certain financial and other information
required pursuant to Item 13 of the Proxy Rules is incorporated by reference to
the Company's Annual Report, which is being delivered to the shareholders with
this proxy statement. In order to facilitate compliance with Rule 2-02(a) of
Regulation S-X, one copy of the definitive proxy statement will include a
manually signed copy of the accountant's report.
BY ORDER OF THE BOARD OF DIRECTORS
Armand Dauplaise
President and
Chief Executive Officer
Winter Springs, Florida
November 6, 2003
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FORM OF PROXY CARD
BIO-ONE CORPOARTION
1630 Winter Springs Boulevard
Winter Springs, Florida 32708
The undersigned hereby appoints Armand Dauplaise, as proxy, to
represent the undersigned and to vote all shares of common stock of Bio-One
Corporation, which the undersigned would be entitled to vote if personally
present and voting at the Special Meeting of Shareholders to be held December
11, 2003, or any adjournment thereof, upon all matters coming before the
meeting.
1. ELECTION OF DIRECTORS: The election of five directors: Armand
Dauplaise, Irwin Newman, Frank Clark, Bernard Shinder and Roy Lerman, to hold
office until the first annual meeting of shareholders following their election
or appointment and until their successors have been duly elected and qualified.
FOR ALL WITHHOLD AUTHORITY FOR ALL, EXCEPT
nominees listed above to vote For All nominees listed above [ ]
[ ] [ ] to withhold authority to vote,
mark "For All Except"
and write the Nominee's name on the line below
_______________________________________________
2. AMENDMENT TO ARTICLES OF INCORPORATION: To approve an amendment to
the Company's Articles of Incorporation to increase the number of authorized
shares of common stock, par value $0.001 per share, from 100,000,000 to
500,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
____________________________________________________________________________________________
In his discretion, the Proxy is authorized to vote upon such other business as
may properly come before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned shareholder. If no
direction is made, the proxy will be voted for Proposal 1 and Proposal 2.
DATED: _____________________________, 2003
__________________________________________
Signature
__________________________________________
Signature if held jointly
Please date, print and sign your name
above. 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.