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
QT 5, 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
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:
QT 5, INC.
5655 LINDERO CANYON ROAD, SUITE 106
WESTLAKE VILLAGE, CA 91362
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
HOLDERS OF A MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK. A VOTE OF THE
REMAINING STOCKHOLDERS IS NOT NECESSARY.
October 23, 2004
West Lake Village, CA
This information statement has been mailed on or about October 23, 2004 to the
stockholders of record on October 8, 2004 (the "Record Date") of QT 5, Inc., a
Delaware Company (the "Company") in connection with certain actions to be taken
by the written consent of the majority stockholders of the Company, dated as of
October 8, 2004. The actions to be taken pursuant to the written consent shall
be taken on or about November 12, 2004, 20 days after the mailing of this
information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Edward W. Withrow, III
- -----------------------
CEO, Director
NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to the
written consent of a majority of stockholders dated October 8, 2004, in lieu of
a special meeting of the ,stockholders. Such actions will be taken on or about
November 12, 2004:
1. The Company will amend its certificate of incorporation to effect a
one-for-150 Reverse Stock Split of the Company's common stock.
2. The Company will amend its certificate of incorporation to change the
name of the Company to Addison-Davis Diagnostics, Inc.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
5,000,000,000 shares of common stock, par value $.001 per share, ("Common
Stock") of which 514,691,143, shares are issued and outstanding as of the Record
Date. Holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders. However, because stockholders holding at least a
majority of the voting rights of all outstanding shares of capital stock as at
the Record Date have voted in favor of the foregoing proposal by resolution
dated October 8, 2004; and having sufficient voting power to approve such
proposal through their ownership of capital stock, no other stockholder consents
will be solicited in connection with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposal will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on November 12, 2004.
The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders pursuant
to Regulation 14C, and Section 228(e) of the Delaware General Corporation Law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 8, 2004, certain information
regarding the ownership of QT 5's capital stock by each director and executive
officer of QT 5, each person who is known to QT 5 to be a beneficial owner of
more than 5% of any class of QT 5's voting stock, and by all officers and
directors of QT 5 as a group. Unless otherwise indicated below, to QT 5's
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
October 8, 2004 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 514,691,143 shares issued and outstanding.
- --------------------- ----------------------------- -------------------------- --------------
Name and Address Percent
Title of Of Amount and Nature Of
Class Beneficial Owners (1) Of Beneficial Ownership Class
- --------------------- ----------------------------- -------------------------- --------------
Common Stock Edward W. Withrow, III 150,003,325 29.14%
- --------------------- ----------------------------- -------------------------- --------------
Common Stock Timothy J. Owens 127,734,049 24.81%
- --------------------- ----------------------------- -------------------------- --------------
Common Stock Fred De Luca 16,140,448 3.14%
All officers and directors 293,877,822 57.10%
as a group (two persons)
- --------------------- ----------------------------- -------------------------- --------------
(1) Unless otherwise noted, the address for each of the named beneficial owners
is 5655 Lindero Canyon Road, Suite 106 Westlake Village, California 91362.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of
securities of the Company, which may result in a change in control of the
Company.
DISSENTER'S RIGHTS OF APPRAISAL
The stockholders have no dissenter's rights of appraisal.
1 FOR 150 REVERSE SPLIT
At the Special Meeting, the Company's stockholders are being asked to
approve a Reverse Stock Split pursuant to which each one hundred and fifty
currently outstanding shares of Common Stock (the "Old Shares") would be
automatically converted into one share of Common Stock (the "New Shares"). The
reason for the Reverse Stock Split is to increase the per share stock price. The
Company believes that if it is successful in maintaining a higher stock price,
the stock will generate greater interest among professional investors and
institutions. If the Company is successful in generating interest among such
entities, it is anticipated that the shares of its Common Stock would have
greater liquidity and a stronger investor base. No assurance can be given,
however, that the market price of the New Shares will rise in proportion to the
reduction in the number of outstanding shares resulting from the Reverse Stock
Split. The New Shares issued pursuant to the Reverse Stock Split will be fully
paid and non-assessable. All New Shares will have the same par value, voting
rights and other rights as Old Shares. Stockholders of the Company do not have
preemptive rights to acquire additional shares of Common Stock, which may be
issued.
The one for one hundred fifty reverse Stock Split is being effectuated
by reducing the number of issued and outstanding shares at the ratio of 150 to
1. Accordingly, as a result of the Reverse Stock Split, the Company will have
approximately 4,996,568,726, authorized unissued shares, which shares may be
issued in connection with acquisitions or subsequent financings. . There can be
no assurance that the Company will be successful in making any such acquisitions
or obtaining any such financings. Currently, the Company has no current plans
for the issuance of the shares of common stock for acquisitions or financings.
In addition, the Reverse Stock Split has potentially dilutive effects on each of
the shareholders. Each of the shareholders may be diluted to the extent that any
of the authorized but unissued shares are subsequently issued.
The Reverse Stock Split will not alter any shareholder's percentage
interest in the Company's equity, except to the extent that the Reverse Stock
Split results in any of the Company's shareholders owning a fractional share. In
lieu of issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock. The principal
effects of the Reverse Stock Split will be that the number of shares of Common
Stock issued and outstanding will be reduced from 522,191,143 to approximately
3,431,274.
In addition, commencing with the effective date of the Reverse Stock
Split, all outstanding options entitling the holders thereof to purchase shares
of the Company's common stock will entitle such holders to receive, upon
exercise of their options, 1/150 of the number of shares of the Company's common
stock which such holders may purchase upon exercise of their options. In
addition, commencing on the effective date of the Reverse Stock Split, the
exercise price of all outstanding options will be increased by a multiple of one
hundred fifty.
The Company believes that the Federal income tax consequences of the
reverse stock split to holders of Common Stock will be as follows:
(i) Except as explained in (v) below, no income gain or loss will be recognized
by a shareholder on the surrender of the current shares or receipt of the
certificate representing new post-split shares.
(ii) Except as explained in (v) below, the tax basis of the New Shares will
equal the tax basis of the Old Shares exchanged therefore.
(iii) Except as explained in (v) below, the holding period of the New Shares
will include the holding period of the Old Shares if such Old Shares were held
as capital assets.
(iv) The conversion of the Old Shares into the new shares will produce no
taxable income or gain or loss to the Company.
(v) The Federal income tax treatment of the receipt of the additional fractional
interest by a shareholder is not clear and may result in tax liability not
material in amount in view of the low value of such fractional interest.
The Company's opinion is not binding upon the Internal Revenue Service or the
courts, and there can be no assurance that the Internal Revenue Service or the
courts will accept the positions expressed above.
THE ABOVE REFRENCED IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE REVERSE STOCK SPLIT.
THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL
INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS
SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND
DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX
CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND FOR
REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.
NAME OF THE COMPANY
The board of directors and a majority of the Company's stockholders have adopted
a resolution amending the Company's Certificate of Incorporation to change the
name of the Company to Addison-Davis Diagnostics, Inc. The name change will
become effective when the Amended Certificate is filed with the Secretary of
State of the State of Delaware.
Purpose
The Board of Directors believes that the name change would be in the best
interests of the Company because the new name better reflects the Company's
diagnostic products line of business.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-KSB for the year ending June 30, 2004.
The Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to the Company's principal offices at 5655 Lindero
Canyon Road, Suite 106 Westlake Village, CA 91362, attn:
By Order of the Board of Directors,
/s/Edward W.Withrow, III
-----------------------
CEO, Director
West Lake Village, CA
October __, 2004
EXHIBIT A
REVERSE SPLIT AMENDMENT
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
QT 5, INC.
a Delaware Corporation
The undersigned, being all of the members of the Board of Directors and the
holders of at least a majority of the outstanding capital stock of QT 5, Inc., a
Delaware corporation (the "Corporation"), acting pursuant to the authority
granted by Sections 228 and 141(f) of the Delaware General Corporation Law, and
the By-Laws of the Corporation, do hereby adopt the following resolutions by
written consent as of October 1, 2004:
AMENDMENT TO CERTIFICATE OF INCORPORATION
WHEREAS, it is proposed that the Corporation amend its Certificate of
Incorporation, substantially in the form of Exhibit A attached hereto (the
"Certificate of Amendment") to change the name of the Corporation to
Addison-Davis Diagnostics, Inc.; and
WHEREAS, it is proposed that the Corporation amend its Certificate of
Incorporation, substantially in the form of Exhibit A attached hereto (the
"Certificate of Amendment") to effectuate a 150 for 1 reverse stock split; and
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the following: 1. Article ONE of the
Certificate of Incorporation is hereby amended in its entirety by replacing it
with the following paragraph:
"The name of the Company is Addison-Davis Diagnostics, Inc.
2. Article FOURTH of the Certificate of Incorporation is hereby amended by
adding the following paragraph to Article FOURTH:
Effective upon the filing by the Secretary of State of the State of Delaware of
this Amendment to the Certificate of Incorporation (the "Effective Time"), each
150 shares of common stock of the Company, par value $0.001 per share (the "Old
Common Stock"), issued and outstanding or reserved for issuance or held in
treasury shall automatically, and without any action by the holder thereof, be
reclassified into 1 share of common stock of the Company, par value $0.001 per
share (the "New Common Stock"), and each certificate which prior to the
Effective Time represented 150 shares of the Old Common Stock shall, from and
after the Effective Time, be deemed to represent 1 share of the New Common
Stock"
RESOLVED FURTHER, that the Certificate of Amendment be, and hereby is, approved
and adopted in all material respects;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be and
hereby is authorized, empowered and directed, for and on behalf of the
Corporation, to execute and file with the Securities and Exchange Commission a
Schedule 14C Information Statement (the "Schedule 14C") informing the
stockholders of the Corporation who are not signatory hereto of the action taken
hereby;
RESOLVED FURTHER, that, upon effectiveness of the Schedule 14C, any officer of
the Corporation, acting alone, be and hereby is authorized, empowered and
directed, for and on behalf of the Corporation, to execute and file with the
Secretary of State of the State of Delaware the Certificate of Amendment, in
accordance with applicable law;
RESOLVED FURTHER, that any officer of the Corporation, acting alone, be and
hereby is authorized, empowered and directed, for and on behalf of the
Corporation, to take such further action and execute and deliver any additional
agreements, instruments, certificates, filings or other documents and to take
any additional steps as any such officer deems necessary or appropriate to
effectuate the purposes of the foregoing resolutions;
RESOLVED FURTHER, that any action or actions heretofore taken by any officer of
the Corporation for and on behalf of the Corporation in connection with the
foregoing resolutions are hereby ratified and approved as the actions of the
Corporation.
This Joint Written Consent shall be added to the corporate records of this
Corporation and made a part thereof, and the resolutions set forth above shall
have the same force and effect as if adopted at a meeting duly noticed and held
by the Board of Directors and the stockholders of this Corporation. This Joint
Written Consent may be executed in counterparts and with facsimile signatures
with the effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single Joint
Written Consent.
DIRECTORS:
/s/
----------------------------
Edward W. Withrow, III
/s/
------------------------
Fred De Luca
STOCKHOLDERS:
/s/
----------------------------------
Name: Edward W. Withrow, III
Shares Voted: 150,003,325
/s/
----------------------------------
Name: Timothy J. Owens
Shares Voted: 127,606,049
/s/
----------------------------------
Name: Fred De Luca
Shares Voted: 15,140,448
/s/
----------------------------------
Name: Norman A. Kunin
Shares Voted: 17,112,833
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
QT 5, INC.
This is to certify that the following Amendment to the Certificate of
Incorporation of QT 5, Inc.(the "Company"), was adopted by the Board of
Directors of the Company and approved by the written consent of stockholders
eligible to vote and holding the requisite number of shares pursuant to the
provisions of Section 228 and Section 242 of the General Corporation Law of the
State of Delaware, as amended, and to that end, does by this Amendment to the
Certificate of Incorporation set forth the following:
1. Article ONE of the Certificate of Incorporation is hereby amended in its
entirety by replacing it with the following paragraph: "The name of the Company
is Addison-Davis Diagnostics, Inc.
2. Article FOURTH of the Certificate of Incorporation is hereby amended by
adding the following paragraph to Article FOURTH:
"Effective upon the filing by the Secretary of State of the State of Delaware of
this Amendment to the Certificate of Incorporation (the "Effective Time"), each
150 shares of common stock of the Company, par value $0.001 per share (the "Old
Common Stock"), issued and outstanding or reserved for issuance or held in
treasury shall automatically, and without any action by the holder thereof, be
reclassified into 1 share of common stock of the Company, par value $0.001 per
share (the "New Common Stock"), and each certificate which prior to the
Effective Time represented 150 shares of the Old Common Stock shall, from and
after the Effective Time, be deemed to represent 1 share of the New Common
Stock"
2. This Amendment to the Certificate of Incorporation has been duly executed in
accordance with Section 103 of the General Corporation Law of the State of
Delaware.
I, THE UNDERSIGNED, being the President and Chief Executive Officer of the
Company hereinabove named, for the purpose of amending the Amended and Restated
Certificate of Incorporation of the Company, pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand and seal this ___day of ____________,
2004.
Edward W. Withrow, III
President and Chief Executive Officer