SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|X| Definitive Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
ADDISON-DAVIS DIAGNOSTICS, 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 the 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:
ADDISON-DAVIS DIAGNOSTICS, INC.
143 TRIUNFO CANYON ROAD, SUITE 104
WESTLAKE VILLAGE, CA 91361
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.
September 29, 2005
Westlake Village, CA
This information statement has been mailed on or about September 29, 2005 to the
stockholders of record on July 12, 2005 (the "Record Date") of Addison-Davis
Diagnostics, 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 July 12, 2005. The actions to be taken pursuant to the
written consent shall be taken on or about October 19, 2005, 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
DATED JULY 1 2, 2005
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 July 12, 2005, in lieu of a
special meeting of the stockholders. Such actions will be taken on or about
October 19, 2005:
1. The Company will amend its certificate of incorporation to decrease the
authorized amount of common stock from 5,000,000,000 shares to 2,000,000,000
shares.
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 36,275,219 shares were 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 of
the Record Date have voted in favor of the foregoing proposal by resolution
dated July 12, 2005, 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 October 19, 2005.
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
The following table sets forth, as of July 12, 2005, certain information
regarding the ownership of Addison-Davis Diagnostics, Inc.'s capital stock by:
o each director and executive officer of Addison-Davis Diagnostics,
Inc.;
o each person who is known to Addison-Davis Diagnostics, Inc. to be a
beneficial owner of more than 5% of any class of Addison-Davis
Diagnostics, Inc.'s voting stock; and
o by all officers and directors of Addison-Davis Diagnostics, Inc. as
a group.
Unless otherwise indicated below, to Addison-Davis Diagnostics, Inc.'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
July 12, 2005 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 36,275,219 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 6,188,912 17.38%
- ------------------------------------------------------------------------------------------------------------
Common Stock Fred De Luca 1,702,266 4.78%
- ------------------------------------------------------------------------------------------------------------
Common Stock All officers and directors 7,891,178 22.16%
As a group (two persons)
- ------------------------------------------------------------------------------------------------------------
(1) Unless otherwise noted, the address for each of the named beneficial owners
is 143 Triunfo Canyon Road, Suite 104 Westlake Village, California 91361.
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.
AMENDMENT TO THE ARTICLES OF INCORPORATION
On July 12, 2005, the majority stockholders of the Company authorized an
amendment to the Company's certificate of incorporation to decrease the number
of authorized shares of common stock from 5,000,000,000 to 2,000,000,000. The
Company currently has authorized capital stock of 5,000,000,000 shares of common
stock and approximately 36,275,219 shares of common stock are outstanding as of
the Record Date. The Board believes that the decrease in authorized shares would
still provide the Company with a sufficient amount of authorized shares with
respect to the Company's capital structure.
REASON FOR THE DECREASE IN AUTHORIZED COMMON STOCK
This amendment will not alter the current number of issued shares. The relative
rights and limitations of the shares of common stock would remain unchanged
under this proposal.
The decrease in the number of authorized but unissued shares of common stock
would adequately enable the Company, without further stockholder approval, to
issue shares from time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
The proposed decrease in the authorized number of shares of Common Stock could
have a number of effects on the Company and it's stockholders depending upon the
exact nature and circumstances of any actual issuance of authorized but unissued
shares. Primarily, the proposed decrease in the authorized number of shares of
Common Stock would more accurately represent, and be more in line with, a
realistic capital structure for a company of our size. Additionally, the
proposed decrease in the authorized number of shares of Common Stock would
prevent a disproportionately high franchise tax by lowering the Company's annual
Delaware franchise tax obligations. The Board believes that the capital
structure modifications and financial benefits offered by the amendment outweigh
any disadvantages.
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; and
2. Quarterly Report on Form 10QSB for the period ending March 31, 2005
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 143 Triunfo
Canyon Road, Suite 104 Westlake Village, CA 91361, attn: Edward W. Withrow III
By Order of the Board of Directors,
/s/ Edward W. Withrow III
CEO, Director
Westlake Village, CA
September 29, 2005
Exhibit A
CERTIFICATE OF AMENDMENT
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
of Addison-Davis Diagnostics, Inc.
|_| First: The Board of Directors and a majority of the stockholders of
Addison-Davis Diagnostics, Inc., a Delaware corporation (the
"Corporation"), duly resolved and adopted a proposed amendment of the
Certificate of Incorporation of the Corporation, declaring said amendment
to be advisable. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
"This Corporation is authorized to issue one class of stock, which is the
Common Stock of this Corporation. The total number of shares which this
Corporation is authorized to issue is 2,000,000,000 shares of Common
Stock. The Common Stock shall have a par value of $0.001 per share."
|_| Second: That the foregoing resolution was adopted pursuant to a joint
written consent of the Corporation's Board of Directors and majority of
stockholders, such consent of stockholders being in accordance with
Section 228 of the General Corporation Law of the State of Delaware, and
that the holders of the necessary number of shares entitled to vote on
this matter duly executed such written consent.
|_| Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
|_| Fourth: That the capital of the Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, the undersigned Corporation has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by a duly
authorized officer this __th day of October 2005.
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By: Edward W. Withrow, III
Its: CEO