SCHEDULE 14C
INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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
14c-5(d)(2))
[ ] Definitive Information Statement
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
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(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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
400 Grove Street
Glen Rock, New Jersey 07452
(201) 445-7399
INFORMATION STATEMENT
We are not asking you for a proxy and you are not requested to send a proxy
Approximate date of mailing of this Information Statement: March 14, 2003
TO ALL STOCKHOLDERS:
NOTICE is hereby given that FIRST INDIA DIVERSIFIED HOLDINGS, INC., ("we", "us"
or the "Company") will take the following actions pursuant to written consent of
a majority of our stockholders:
To acquire an operating business, Cell Bio-Systems, Inc., is a Delaware
Corporation based in San Diego, California. Cell Bio-Systems has proprietary
products for the tissue management industry. The target company is described in
more detail below.
Stockholder of Records on the close of business on March 14, 2003, are entitled
to notice of the foregoing.
The Company will pay all costs of preparing, printing and mailing this
Information Statement.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Date: March 14, 2003 /s/ Simon Thurlow
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Simon Thurlow, President
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TABLE OF CONTENTS
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT . . . 2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF . . . . . . . 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS . . . . . . . 4
SECURITY OWNERSHIP OF MANAGEMENT . . . . . . . . . . . . . . . 4
STOCKHOLDER ACTION . . . . . . . . . . . . . . . . . . . . . . . 5
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 11
INTRODUCTION
This Information Statement is being furnished by the board of directors of FIRST
INDIA DIVERSIFIED HOLDINGS, INC., ("we", "us" or the "Company"), to stockholder
in connection with actions taken by certain stockholders holding a majority of
the outstanding shares of the Company by written consent without a meeting
pursuant to The Business Corporation Law of the State of New York.
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION
Q. Who is entitled to receive this Information Statement?
A. All record holders of our common stock as of the close of business on March
14, 2003, are entitled to receive this Information Statement. On that day,
approximately 61,000,000 shares of common stock were issued and outstanding and
eligible to receive this Information Statement.
Q. Why is the Company sending me this Information Statement?
A. The Securities and Exchange Commission requires the Company to notify you
of actions taken by stockholders without a meeting. In this case, the Board of
Directors has approved, and the majority of stockholders have approved and
ratified by written consent, the entering into of a transaction to acquire Cell
Bio-Systems, Inc., a Delaware Corporation, based in San Diego, California.
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Q. Why is the Company taking this action?
A. We are entering into this transaction to acquire an operating business,
since the Company currently has no operations. It is anticipated that the
acquisition of this business will allow the shareholders to increase the value
of their shares.
Q. Will the Company change its name and take any other actions?
A. We anticipate that upon the effectiveness of the transaction, for which no
date has yet been set, the Company will be changing our name to better reflect
the recent change in our business model. It is also possible that the Company
may declare a reverse split of the shares of common stock at time the
transaction is completed, or shortly thereafter.
Q. What am I required to do?
A. Nothing. We are providing you with information about our name change.
Q. Should I send my stock certificates now?
A. No. After the transaction and any other actions, including the name change
is completed, you may at your option and your expense send in your stock
certificates to the Company's transfer agent for new certificates reflecting the
name change. You are not required to exchange your stock certificates if you do
not wish to incur the expense.
Q. Am I entitled to dissenter's rights?
A. No. The New York Revised Statutes does not provide for dissenter's rights
in connection with the acquisition of assets or a name change.
Q. What interests in the name change do the members of management have?
A. No director, executive officer, nominee for election as a director,
associate of any director, nominee for election as an executive officer or any
other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the proposed amendment which is not shared by all
other stockholders.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the record date, our authorized capitalization consisted of 100,000,000
shares of common stock. As of the record date, there were 61,000,000 shares of
common stock outstanding, all of which were fully paid, non-assessable and
entitled to vote. Each share of common stock entitles the holder to one vote on
each matter submitted to the shareholder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows, with respect to each person or entity known to the
Company to be the beneficial owner of more than 5% of the Company's common stock
(other than as set forth in the "Security Ownership of Management" table below),
(1) the number of shares of common stock so owned, and (2) the percentage of all
shares outstanding represented by such ownership (based upon the number of
shares outstanding as of March 14, 2003).
Shareholder* Number Percentage
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VirtuCon, Inc. (1) 51,000,000 83.6%
C/o Michael S. Krome, P.C.
8 Teak Court, Lake Grove, NY 11755
Directors and Officers as a group: 51,000,000 shares
* Address of shareholder is c/o the Company, unless otherwise indicated
(1) For the Purpose of control, Simon Thurlow, President and Director is
the control person of VirtuCon, Inc. under an five year agreement with
Roger Fidler
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership as of March 3, 2003, of
the common stock of the Company by each director who owns shares, by the
director nominees, all executive officers, and all directors and executive
officers as a group. The information as to beneficial stock ownership is based
on data furnished by the persons concerning whom such information is given. The
address for all of the executive officers and directors is the address of the
Company's principal executive offices, which are located at 400 Grove Street,
Glen Rock, New Jersey 07452 (201) 445-7399.
Shareholder* Number Percentage
- --------------------------------------------------------------------------------
Simon Thirlow (1) (3) (3)
Roger Fidler (1) (3) (3)
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Directors and Officers as a group: 51,000,000 shares
* Address of shareholder is c/o the Company, unless otherwise indicated
(1) Officer and/or Director of the Company
(2) The term "beneficial owner" refers to both the power of investment (the
right to buy and sell) and rights of ownership (the right to received
distributions from the company and proceeds from sales of the shares). Inasmuch
as these rights or shares may be held by more than one person, each person who
has a beneficial ownership interest in shares is deemed the beneficial owners of
the same shares because there is shared power of investment or shared rights of
ownership.
(3) Simon Thurlow, President and Director is the control person of VirtuCon,
Inc. under an five year agreement with Roger Fidler. VirtuCon, Inc., is the
owner of 51,000,000 shares of common stock of the Company, reflecting 83% of the
issued and outstanding shares.
ACQUISITION OF ASSETS
The Company has entered onto discussions to acquire Cell Bio-Systems, Inc., is a
Delaware Corporation based in San Diego, California. Cell Bio-Systems has
proprietary products for the tissue management industry. Cell Bio-Systems has
relationships with outside vendors to produce its product components and does no
manufacturing in-house. Its in-house operations consist of sales, marketing,
distribution, administration, product development, assembly and quality control.
THE PRODUCTS AND THE MARKETS
The nucleus of Cell Bio-Systems' products are its' proprietary tissue management
Bio-Devices, used in both cosmetic and therapeutic procedures such as fat
transplantation, liposuction, tissue biopsy, bone marrow transplantation and
other soft tissue transplantation. These ingenious Bio-Devices integrate
biotechnology with better device designs to improve the outcomes of tissue
management procedures. Cell Bio-Systems accomplishes this by developing
technologies that increase cell survivability, decrease tissue and patient
trauma, maximize the capabilities of current products, decrease risks of
contamination, and increase the ease at which the procedures can be performed.
THE PRODUCTS
The Cell Bio-Systems syringe adapter allows for safe harvesting of large
volumes of tissue with large syringes.
Cell Bio-Systems' technology is designed to increase cell survivability by
up to 30%, by altering the surface technology of the needles.
The proprietary syringe locking system eliminates the problems inherent in
the traditional, universally-used luer lock syringes, widely known to leak,
wobble and even break, risking contamination.
Cell Bio-Systems' wide end syringe increases the aperture of luer lock
syringes while maintaining a secure, leak-proof fit making it faster and easier
to harvest viscous tissue.
Cell Bio-Systems' universal syringe locking system holds the syringe
plunger back thus maintaining vacuum and freeing up the surgeon's hand. This
device makes tissue harvesting easier to perform and is designed to work with
virtually all brands of syringes used worldwide.
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These developments by Cell Bio-Systems allow biopsy and tissue transplantation
procedures to be done more accurately (more viable cells), more quickly and with
less trauma to the patient and surrounding cells. Cell Bio-Systems plans to
capture approximately 3% of this $5 billion market within 3 years from product
introduction.
THE OPPORTUNITY - TISSUE MANAGEMENT
Tissue management is fast becoming a critical tool in managing patient health.
Tissue management involves harvesting cells from one area and, in some cases,
inserting them in a different area. Over 2.5 million tissue transfer procedures
are completed every year, including biopsies, bone marrow transplants,
reconstructive and cosmetic surgeries.
There are two critical success factors for tissue management procedures:
Cell Viability
Risk of Cross Contamination
These issues are closely linked to the cannula, the instrument used in these
procedures. A cannula looks like an aggressive version of a large syringe and
needle. The vast majority of cannulas in use today are stainless steel. We tend
to think of stainless steel as polished and smooth, but at a cellular level, the
microscopic surface of stainless steel is porous, jagged and highly dangerous to
cell tissue. Studies have found that even after autoclaving, tubular
instruments can still have residual tissue, creating risk of cross
contamination.
This is such a significant issue that there are companies today differentiating
themselves by inventing special coatings and preparations to reduce cell damage
during tissue extractions.
These risks have drawn the attention of OSHA and FDA regulation-it is likely
that reusing instruments like those used in fat transfer and liposuction
procedures will not be allowed in the near future.
The Company is currently unaware of any manufacturer producing disposable
cannulas that meet the demanding industry requirements for tissue management
procedures. CELL BIO-SYSTEMS aims to change that.
With proprietary and patentable technologies, a talented and proven management
team, and a rapidly expanding market, Cell Bio Systems will establish itself as
the leading provider of sterile disposable cannulas.
Cell Bio-Systems seeks tiered funding of approximately $3.25 million, to produce
and market sterile disposable cannulas and accessories. Their cost will be
approximately per kit, with a 70% profit margin. It is estimated that this
market niche could easily be $5 billion per year:
There were over 1.7 million LIPOSUCTION AND FAT TRANSFER worldwide
procedures in 1999, resulting in an $3.4 billion market. These procedures
typically require two cannulas, for a potential target of 8.5 million
disposables.
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NEEDLE BIOPSY is a $4 billion market of almost 2 million procedures. Each
procedure uses two cannulas, requiring over 4 million disposables.
BONE MARROW TRANSPLANTS are a smaller segment of $3.2 billion with 180,000
procedures. Transplanting bone marrow involves the use of at least eight
cannulas per transplant site, requiring 1.4 million devices.
STEM CELL research is a recent growth segment, with over 400,000 harvests
taken in 2001. Each harvest uses two cannulas, resulting in a demand for 800,000
devices.
With a total demand of almost 14 million devices, even a modest capture of 1% at
$100 per kit results in a $100 million company. However, with the coming FDA
regulation, the demand will be closer to 60%, or 5.76 million devices - roughly
a $5 billion market.
Given the absence of viable competition and the imminent demand, we project that
there will be significant trophy value in establishing the first brand in this
space.
COSMETIC SURGERY - FAT TRANSFER AND LIPOSUCTION
The cosmetic surgery segment of Cell Bio-Systems' total target market has great
potential. Liposuction and fat transfer procedures grew 28% last year to
approximately 2.5 million cases. Cell Bio-Systems' technology that increases
cell survivability is expected to escalate the growth rate of the fat transfer
market.
The first full year liposuction procedures were performed in the US was 1983 and
they accounted for over one billion dollars in new cosmetic surgery fees. In
fact, if liposuction had been a stand-alone, start-up company in 1983, it would
have been classified as one of the fastest growing companies of its time. Since
1983, liposuction has been the number one cosmetic surgery procedure in the US
every year. Recently, the ratio of liposuction procedures to other cosmetic
surgery procedures has actually increased. This is attributed partially to the
aging baby boomer generation, generally lower surgery fees and easier financing
options.
Another factor is drawing more patients to body sculpting surgery. That is the
improved results obtainable with fat transfer procedures, largely due to the
development of better instrumentation like the Cell Bio-Systems syringe system.
Today, nearly every surgeon performing liposuction is also doing fat transfer
procedures on a regular basis.
According to Dr. Frode Samdal
of Oslo, Norway, more than 500,000 US patients had liposuction procedures in
1994. His survey results projected liposuction procedures would grow at a rate
of 20% annually.
Although body sculpting procedures are expected to generate over $2.3 billion in
surgery fees for US surgeons this year, there have been no major companies
leading this industry. Their new and growing interest in this industry is due to
the FDA's recent re-classification of liposuction devices from Class III to a
Class II. In layman's terms, this means that the FDA no longer considers
devices sold and used for liposuction and body sculpting procedures
experimental. This re-classification removes enormous regulatory barriers from
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1 Statistics from Dr. Samdal's survey of the number of liposuction procedures
performed annually published in 1994, Dept of Pl Surg and Inst for Surg
Research, Rikshospitalet, The Nat Hosp, Unv. of Oslo, Norway.
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manufacturers of these devices. Today, the US body sculpting device market is
peppered with 10-15 small companies. Since the re-classification by the FDA
the large companies are taking steps to dominate the market. For example,
Mentor Corporation (MNTR), a public medical device company that is in the breast
implant industry, purchased a patent for an internal ultrasonic liposuction and
also bought a small liposuction company, Byron Medical, in 1998.
In addition, MicroAire, a Marmon Group company, recently entered the liposuction
market with a power cannula device and is considering acquisitions in the
liposuction industry. Snowden Pencer (owned by Genzyme) has introduced a few
liposuction devices of their own and has inquired of some the smaller
liposuction companies for possible acquisition.
Cell Bio-Systems believes that it can position itself favorably for acquisition
within 2-3 years of funding, by developing the most valuable and comprehensive
portfolio of proprietary products, strengthening the Cell Bio-Systems brand name
in body sculpting and by showing significant revenue growth.
Regulatory Issues
Broad authority to control the distribution and sales of medical products in the
US has been granted to the Food and Drug Administration (FDA), under the federal
Food, Drug and Cosmetic Act (the FDC Act) and the Public Health Service Act (PHS
Act). Exercising its authority under these statutes, the FDA has adopted a
complex set of regulations that control virtually every aspect of the
development and marketing of a medical product.
In manufacturing and marketing its products, a company must comply with FDA
regulations, and is subject to record keeping requirements and inspections.
Under current regulations, every medical product is classifiable as a device,
drug, biological product or a combination product. Cell Bio-Systems' current
products are classified by the FDA as medical devices and are governed by
pre-market clearance regulations 510(k) notifications. Under 501(k)
notification, Cell Bio-Systems' products are classified as Class II devices and
are considered "substantially equivalent" to legally marketed devices.
MARKETING STRATEGY
Cell Bio-Systems's management team has extensive experience in successful
marketing to the medical device industry and specifically in the cosmetic
surgery marketplace. With minimal funding, Cell Bio-Systems believes that it
will effectively position itself as the leader in disposable syringe
instrumentation for body sculpting and fat transfer technology. With expanded
funding, Cell Bio-Systems plans to capture an even larger section of the
availible $5 billion a year market.
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In addition, Cell Bio-Systems will advertise in surgical trade journals, exhibit
at domestic and international trade shows and use telemarketing to increase
company recognition and generate revenues. The completion of Cell Bio-Systems'
interactive web site will enhance its marketing via interactive and streaming
video showing new surgical techniques. Cell Bio-Systems will also employ fax
broadcast and direct mail to further boost customer contacts.
Cell Bio-Systems further plans to use direct consumer marketing and public
relations to educate the public on the safety benefits of the company's new
products.
If the transaction is completed, it is anticipated that the following
individuals would be appointed to the Board of Directors of the Company.
CELL BIO-SYSTEMS' MANAGEMENT TEAM:
Marc Pilkington (47), Co-Founder, Director, President and CEO
Mr. Pilkington comes to Cell Bio-Systems after several years as the President of
Tulip Medical. He has a long history of building profitable operations with
Tulip, Cell Source and McDonnell Douglas Helicopter. Mr. Pilkington also has
several key proprietary designs and one approved patent for the specific
bio-devices that Cell Bio-Systems intends on defining. His contacts within the
industry and across multiple vendors will allow CBS to focus on product
development and marketing.
Professional Experience:
CEO-Cell Bio-Systems, Inc.
President and COO - Tulip Medical, Inc., a bio-device manufacturer
(including cannulas for tissue management)
Vice President and COO - Cell Source, a medical products company
Vice President and COO-The Tulip Company, a medical products manufacturer
(including post surgical garments)
Senior Engineer / Production Operations - McDonnell Douglas Helicopter, a
manufacturer of various aeronautical equipment including helicopters
Education
BS (Professional Aeronautics: 1989)-Embry Riddle Aeronautical University
David R. Koos (44), Co-Founder, Director and CFO
Mr. Koos has been involved with investment banking, venture capital, and
investor relations for the past 20 years. He has worked with several major Wall
Street investment banks, and was a Vice President of Investments with Sutro &
Co., Everen Securities, and Dean Witter. Mr. Koos is also the Founder and
President of Venture Bridge, Inc. (a public company).
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Professional Experience:
Co-Founder, Director and CFO, Cell Bio-Systems, Inc.
President of Venture Bridge, Inc.
Extensive involvement with Initial Public Offerings, Secondary Offerings,
and Private Placements
NASD Series 7 (General Securities), Series 24 (Securities Principal),
Series 63 (State Registrations) and Series 65 (Investment Advisor)
EDUCATION
M.A. - University of California, Riverside (Economic Organizations /
Institutions - Dept. of Sociology: 1983)
ADVISORY BOARD:
Cell Bio-Systems has convened an Advisory Board to guide the company through the
product development and marketing initiatives. The Advisory Board combines both
medical practitioners and industrial design professionals, allowing the company
to evaluate all the relevant aspects of it products.
VENTURE BRIDGE: INCUBATION AND GUIDANCE FOR CELL BIO-SYSTEMS
Prior to this transaction, Cell Bio-Systems, Inc. was wholly owned by Venture
Bridge, Inc., a bio-technology related holding company. Venture Bridge, Inc.
provides guidance, strategic management, and fund control for Cell Bio-Systems.
Part of Venture Bridge's role is to identify strategic partnerships and
alliances that will facilitate the profitability of Cell Bio-Systems.
RELOCATION OF CORPORATE OFFICES
The Company has relocated its Office, pending the completion of the
transaction contained herein, to the office of Roger Fidler, Esq., the Secretary
of the Registrant, located at 400 Grove Street, Glen Rock, New Jersey 07452.
The phone number is (201) 445-7399. The space occupied is sufficient for the
current needs of the Registrant. The Registrant is not charged rent currently.
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ADDITIONAL INFORMATION
You may access additional information regarding the Company, including all
reports filed with the Securities and Exchange Commission, through the
Securities and Exchange Commission's EDGAR archives at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Simon Thurlow
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Simon Thurlow, Chairman of the Board and President
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