SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12
Millennium Biotechnologies Group, Inc.
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
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(4) Date Filed:
MILLENNIUM BIOTECHNOLOGIES GROUP, INC
665 Martinsville Road, Suite 219
Basking Ridge, NJ 07920
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 25, 2006
To the Stockholders of Millennium Biotechnologies Group, Inc.:
You are cordially invited to attend the Special Meeting of Stockholders of
Millennium Biotechnologies Group, Inc. (the "Company"), a Delaware corporation,
to be held at the Rye Town Hilton 699 Westchester Ave., Rye Brook, NY 10573, on
Wednesday, January 25, 2006, at 8:00 a.m. local time, for the following
purposes:
1. To amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of the Company's Common Stock
from 75,000,000 to 200,000,000; and
2. To transact such other matters as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 22, 2005
are entitled to notice of and to vote at the meeting.
A proxy statement and proxy are enclosed. If you are unable to attend the
meeting in person you are urged to sign, date and return the enclosed proxy
promptly in the self addressed stamped envelope provided. If you attend the
meeting in person, you may withdraw your proxy and vote your shares.
By Order of the Board of Directors,
Frank Guarino, Secretary
Basking Ridge, New Jersey
January 4, 2006
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YOUR VOTE IS IMPORTANT
We urge you to promptly vote your shares
by completing, signing, dating and returning
your proxy card in the enclosed envelope.
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PROXY STATEMENT
MILLENNIUM BIOTECHNOLOGIES GROUP, INC
665 Martinsville Road, Suite 219
Basking Ridge, NJ 07920
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies for use at a special meeting of stockholders of Millennium
Biotechnologies Group, Inc. (the "Company") to be held on Wednesday, January 25,
2006, at 8:00 a.m. local time, and at any adjournments. The accompanying proxy
is solicited by the Board of Directors of the Company and is revocable by the
stockholder by notifying the Company's Secretary, Frank Guarino, at any time
before it is voted, or by voting in person at the special meeting. This proxy
statement and accompanying proxy will be distributed to stockholders beginning
on or about January 4, 2006. The principal executive offices of the Company are
located at 665 Martinsville Road, Suite 219, Basking Ridge, NJ 07920, telephone
(908) 604-2500.
OUTSTANDING SHARES AND VOTING RIGHTS
RECORD DATE; OUTSTANDING SHARES
Only stockholders of record at the close of business on December 22, 2005,
the record date, are entitled to receive notice of, and vote at the special
meeting. As of the record date, the number and class of stock outstanding and
entitled to vote at the meeting was 55,318,497 shares of common stock, par value
$.001 per share. Each share of common stock is entitled to one vote on all
matters. No other class of securities will be entitled to vote at the meeting.
There are no cumulative voting rights.
The affirmative vote of at least a majority of the outstanding shares
entitled to vote at the special meeting at which a quorum is present is
necessary for approval of the amendment to the Certificate of Incorporation.
REVOCABILITY OF PROXIES
If you attend the meeting, you may vote in person, regardless of whether
you have submitted a proxy. Any person giving a proxy in the form accompanying
this proxy statement has the power to revoke it at any time before it is voted.
It may be revoked by filing, with the Secretary of the Company at its principal
offices, 665 Martinsville Road, Suite 219, Basking Ridge, NJ 07920, a written
notice of revocation or a duly executed proxy bearing a later date, or it may be
revoked by attending the meeting and voting in person.
VOTING AND SOLICITATION
Every stockholder of record is entitled, for each share held, to one vote
on each proposal or item that comes before the meeting. There are no cumulative
voting rights. By submitting your proxy, you authorize Jerry E. Swon to
represent you and vote your shares at the meeting in accordance with your
instructions. Mr. Swon may also vote your shares to adjourn the meeting from
time to time and will be authorized to vote your shares at any adjournment or
postponement of the meeting.
The Company has borne the cost of preparing, assembling and mailing this
proxy solicitation material. The Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding soliciting materials to beneficial owners. Proxies may be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally, by telephone or by facsimile.
ADJOURNED MEETING
The chair of the meeting may adjourn the meeting from time to time to
reconvene at the same or some other time, date and place. Notice need not be
given of any such adjournment meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken. If the time, date
and place of the adjournment meeting are not announced at the meeting which the
adjournment is taken, then the Secretary of the Company shall give written
notice of the time, date and place of the adjournment meeting not less than ten
(10) days prior to the date of the adjournment meeting. Notice of the
adjournment meeting also shall be given if the meeting is adjourned in a single
adjournment to a date more than 30 days or in successive adjournments to a date
more than 120 days after the original date fixed for the meeting.
TABULATION OF VOTES
The votes will be tabulated and certified by the Company's transfer agent.
VOTING BY STREET NAME HOLDERS
If you are the beneficial owner of shares held in "street name" by a
broker, the broker, as the record holder of the shares, is required to vote
those shares in accordance with your instructions. If you do not give
instructions to the broker, the broker will nevertheless be entitled to vote the
shares with respect to "discretionary" items but will not be permitted to vote
the shares with respect to "non-discretionary" items (in which case, the shares
will be treated as "broker non-votes").
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the special meeting
is a majority of the shares of common stock entitled to vote at the special
meeting, in person or by proxy. Shares that are voted "FOR," "AGAINST" or
"WITHHELD FROM" a matter are treated as being present at the meeting for
purposes of establishing a quorum and are also treated as shares represented and
voting the votes cast at the special meeting with respect to such matter.
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While there is no definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both: (i) the presence or absence
of a quorum for the transaction of business; and (ii) the total number of votes
cast with respect to a proposal. In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions in this manner. Accordingly,
abstentions will have the same effect as a vote against the proposal.
Under current Delaware case law, while broker non-votes (i.e. the votes of
shares held of record by brokers as to which the underlying beneficial owners
have given no voting instructions) should be counted for purposes of determining
the presence or absence of a quorum for the transaction of business, broker
non-votes should not be counted for purposes of determining the number of votes
cast with respect to the particular proposal on which the broker has expressly
not voted. The Company intends to treat broker non-votes in this manner. Thus, a
broker non-vote will make a quorum more readily obtainable.
PROPOSAL TO STOCKHOLDERS
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors of the Company has unanimously determined that it
is advisable to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock from 75,000,000 to
200,000,000.
The Amendment to the Company's Certificate of Incorporation adopting the
above change is set forth in Exhibit A to this Proxy Statement.
Reasons For The Change To The Company's Common Stock
As of December 22, 2005, we had approximately 55,318,497 shares of Common
Stock outstanding and approximately 17,587,528 shares reserved for future
issuance under presently vested outstanding options and warrants and conversion
rights attached to certain promissory notes, leaving only approximately
2,094,435 shares of Common Stock available for future issuances.
The Company believes that the increase in the number of authorized shares
of Common Stock will benefit the Company by providing flexibility to issue
Common Stock for a variety of business and financial objectives in the future
without the necessity of delaying such activities for further stockholder
approval. These objectives include, but are not limited to, raising additional
capital for ongoing operations, business and asset acquisitions, current and
future employee compensation and benefits and other corporate purposes. We
anticipate that we may be issuing shares and/or options in the near future to
raise additional needed capital, convert current product royalty interests,
and/or compensate employees and officers. As of the date hereof, the Company is
actively seeking to raise additional funds through the sale of equity or
convertible debt securities that would require utilizing authorized but
unissued/unreserved shares. However, it has no definitive plans at this time.
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General Effect Of The Changes To The Company's Common Stock
Stockholders will not realize any dilution in their percentage of
ownership of the Company or their voting rights as a result of the foregoing
change. However, issuances of significant numbers of additional shares of Common
Stock in the future (i) will dilute stockholders' percentage ownership of the
Company and, (ii) if such shares are issued at prices below what current
stockholders paid for their shares, may dilute the value of current
stockholders' shares. In addition, the authorization of additional capital,
under certain circumstances, may have an anti-takeover effect, although this is
not the intent of the Board of Directors. For example, it may be possible for
the Board of Directors to delay or impede a takeover or transfer of control of
the Company by causing such additional authorized shares to be issued to holders
who might side with the Board in opposing a takeover bid that the Board of
Directors determines is not in the best interests of the Company and our
stockholders. The increased authorized capital therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital may
limit the opportunity for the Company stockholders to dispose of their shares at
the higher price generally available in takeover attempts or that may be
available under a merger proposal. The increased authorized capital may have the
effect of permitting the Company's current management, including the current
Board of Directors, to retain its position, and place it in a better position to
resist changes that stockholders may wish to make if they are dissatisfied with
the conduct of the Company's business. However, the Board of Directors is not
aware of any attempt to take control of the Company and the Board of Directors
did not approve the increase in the Company's authorized capital with the intent
that it be utilized as a type of anti-takeover device.
THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE PROPOSAL.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of December 22, 2005, the number and
percentage of outstanding shares of common stock beneficially owned by:
o Each person, individually or as a group, known to us to be
deemed the beneficial owners of five percent or more of our
issued and outstanding common stock;
o each of our Directors and the Named Executives; and
o all of our officers and Directors as a group.
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Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- ---------------- ------------------------ --------
Jerry E. Swon 1,870,390 (2) 3.7 %
Frank Guarino 914,000 (3) 1.7 %
Carl Germano 2,092,313 (4) 3.8 %
Michael G. Martin 479,099 (5) **
David Sargoy 491,099 (6) **
Jane Swon 3,295,177 (7) 5.8 %
P. Elayne Wishart 4,573,289 (8) 8.1 %
Louis C. Rose 3,422,430 (9) 6.2 %
All Directors and Executive 5,846,901 11.5 %
Officers as a Group (5 persons)
Except as set forth in the footnotes, the address of all persons above is
care of the Company.
- ----------
** Less than 1%.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of common stock which such person has
the right to acquire within 60 days of December 22, 2005. For purposes of
computing the percentage of outstanding shares of common stock held by
each person or group of persons named above, any security which such
person or persons has or have the right to acquire within such date is
deemed to be outstanding but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person. Except
as indicated in the footnote to this table and pursuant to applicable
community property laws, the Company believes based on information
supplied by such persons, that the persons named in this table have sole
voting and investment power with respect to all shares of common stock
which they beneficially own.
(2) Includes 183,333 shares issuable upon exercise of options and warrants.
These options and warrants have a cash-less exercise provision and include
certain piggyback registration rights. Does not include options for
5,000,000 shares that vest only after certain conditions are met. Does not
include any securities owned by Jane Swon, Mr. Swon's spouse, as to which
securities Mr. Swon disclaims beneficial ownership.
(3) Includes 764,000 shares issuable upon exercise of options. Does not
include options for 200,000 shares that vest only after certain conditions
are met. All of these options have a cash-less exercise provision.
(4) Includes 1,708,979 shares issuable upon exercise of options Also included
are shares issuable upon exercise of warrants to purchase 241,667 shares
of Company common stock. All of these options and warrants have a
cash-less exercise provision.
(5) Includes 183,333 shares issuable upon exercise of options and warrants.
The warrants have a cash-less exercise provision and include certain
piggyback registration rights.
(6) Includes 183,333 shares issuable upon exercise of options and warrants.
The warrants have a cash-less exercise provision and include certain
piggyback registration rights.
(7) Includes warrants to purchase 1,068,692 shares of the Company's common
stock. Jerry E. Swon, Ms. Swon's husband, disclaims beneficial ownership
of all Company securities owned by Ms. Swon.
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(8) Includes warrants to purchase 1,068,692 shares of the Company's common
stock. Does not include securities of the Company owned by Bruce Deichl,
Ms. Wishart's husband, as to which securities Mrs. Wishart disclaims
beneficial ownership
(9) Includes warrants to purchase 75,000 shares of the Company's common stock.
Mr. Rose's address is3058 East Tremont Avenue, Bronx, NY 10461.
GENERAL
Unless contrary instructions are indicated on the proxy, all shares of
common stock represented by valid proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted FOR the amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares..
The Board of Directors knows of no business other than that set forth
above to be transacted at the meeting, but if other matters requiring a vote of
the stockholders arise, the persons designated as proxies will vote the shares
of common stock represented by the proxies in accordance with their judgment on
such matters. If a stockholder specifies a different choice on the proxy, his or
her shares of common stock will be voted in accordance with the specification so
made.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN,
SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE PREPAID ENVELOPE
PROVIDED, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
By Order of the Board of Directors,
Frank Guarino, Secretary
Basking Ridge, New Jersey
January 4, 2006
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Exhibit A
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MILLENNIUM BIOTECHNOLOGIES GROUP, INC.
The above corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: By unanimous consent of the Board of Directors of MILLENNIUM
BIOTECHNOLOGIES GROUP, INC. (the "Company") resolutions were duly adopted
setting forth a proposed amendment of the Company's Amended and Restated
Certificate of Incorporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of the Company for consideration thereof.
The resolution setting forth the proposed amendment is as follows:
RESOLVED, that it is recommended to the Company's stockholders that Paragraph B
of Article FOURTH of the Company's Amended and Restated Certificate of
Incorporation, which sets forth the Company's capitalization, be amended and, as
amended, read as follows:
"B. AUTHORIZED SHARES.
The aggregate number of shares of all classes of capital stock which the
Corporation shall have authority to issue shall be Two Hundred Million Five
Hundred Thousand (200,500,000) shares, consisting of:
(1) Five Hundred Thousand (500,000) shares of preferred stock, par value $1.00
per share ("Preferred Stock"); and (2) Two Hundred Million (200,000,000) shares
of common stock, par value $0.001
per share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
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.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed this __
day of January 2006.
By:
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Jerry E. Swon, Chief Executive Officer
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MILLENNIUM BIOTECHNOLOGIES GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS
January 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jerry E. Swon, with full power of substitution,
as proxies to represent the undersigned at the Special Meeting of Stockholders
to be held at the Rye Town Hilton 699 Westchester Ave., Rye Brook, NY 10573, on
Wednesday, January 25, 2006, at 8:00 a.m. local time and at any adjournment
thereof, and to vote all of the shares of common stock of Millennium
Biotechnologies Group, Inc. the undersigned would be entitled to vote if
personally present, upon the following matters:
Please mark box in blue or black ink.
1. Proposal No.1-Amendment of the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock to 200,000,000
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 WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" PROPOSAL NO. 1, AND, IN THE DISCRETION OF THE PROXY, ON ALL
OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please date, sign as name appears at left,
and return promptly. If the stock is
registered in the name of two or more
persons, each should sign. When signing as
Corporate Officer, Partner, Executor,
Administrator, Trustee, or Guardian, please
give full title. Please note any change in
your address alongside the address as it
appears in the Proxy.
Dated: _________________________________
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Signature
---------------------------------
(Print Name)
SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE