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.
January 9, 2006
Westlake Village, CA
This information statement has been mailed on or about January 2, 2006 to the
stockholders of record on November 23, 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 November 23, 2005. The actions to be taken pursuant to the
written consent shall be taken on or about January 29, 2006, 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/ Fred De Luca
----------------------------------------
Chairman, Board of Directors
NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
DATED November 23, 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 November 23, 2005, in lieu
of a special meeting of the stockholders. Such actions will be taken on or about
January 29, 2006:
1. The Company will amend its certificate of incorporation to effect a
one-for-175 Reverse Stock Split of the Company's common stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
2,000,000,000 shares of common stock, par value $.001 per share, ("Common
Stock") of which 97,070,648 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 November 23, 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 January 29, 2006.
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 November 23, 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
November 23, 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 97,070,648 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 (2) 11,188,914 11.5%
and Warrants
- --------------------------------------------------------------------------------
Common Stock Fred De Luca (3) 10,208,934 10.5%
and Warrants Treasurer, Secretary and Director
- --------------------------------------------------------------------------------
Common Stock Charles Miseroy 17,000,000 17.5%
CEO, President, CFO
- --------------------------------------------------------------------------------
Common Stock Norman A. Kunin (4) 8,673,503 8.9%
and Warrants
- --------------------------------------------------------------------------------
Common Stock Kyle Withrow 7,000,000 7.2%
- --------------------------------------------------------------------------------
Common Stock Federico Cabo 665 nil
Director
- --------------------------------------------------------------------------------
Common Stock All officers and directors 27,209,599 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.
(2) Includes 5,000,000 common stock warrants
(3) Includes 1,506,667 common stock warrants and 1,330 common shares owned by
SAGS-3, LLC, a limited liability company in which Mr. De Luca is the
Managing Member.
(4) Includes 7,167 common stock warrants
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
1 FOR 175 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 seventy five
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 seventy five reverse Stock Split is being
effectuated by reducing the number of issued and outstanding shares at the ratio
of 175 to 1. Accordingly, as a result of the Reverse Stock Split, the Company
will have approximately 554,689, 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 97,070,648 to approximately
554,689.
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, 1/175 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 seventy five.
REASON FOR THE REVERSE STOCK SPLIT
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.
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, 2005; and
2. Quarterly Report on Form 10QSB for the period ending September 30, 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: Charles Miseroy, CEO.
By Order of the Board of Directors,
/s/ Fred De Luca
----------------------------------------
Secretary and Chairman
Westlake Village, CA
January 9, 2006
EXHIBIT A
REVERSE SPLIT AMENDMENT
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
ADDISON-DAVIS DIAGNOSTICS, 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
Addison-Davis, Inc., a Delaware corporation (the "Corporation"), acting pursuant
to the authority granted by the State of Delaware General Corporation Law, and
the By-Laws of the Corporation, do hereby adopt the following resolutions by
written consent as of November 23, 2005:
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 effectuate a 175 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 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
175 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 175 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 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 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/
----------------------------------------
Fred De Luca, Chairman
/s/
----------------------------------------
Federico G. Cabo, Director
STOCKHOLDERS:
/s/
----------------------------------------
Name: Edward W. Withrow, III
Shares Voted: 6,188,914
/s/
----------------------------------------
Name: Charles Miseroy
Shares Voted: 17,000,000
/s/
----------------------------------------
Name: Fred De Luca
Shares Voted: 8,700,937
/s/
----------------------------------------
Name: Norman A. Kunin
Shares Voted: 8,866,336
/s/
----------------------------------------
Name: Jessica Hedrick
Shares Voted: 1,700,000
/s/
----------------------------------------
Name: Kyle Withrow
Shares Voted: 7,000,000
/s/
----------------------------------------
Name: Robert Pautsch
Shares Voted: 1,601,392
Total Consenting Shares 51,057,579 or 52.6% of outstanding shares
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
ADDISON-DAVIS DIAGNOSTICS, INC.
This is to certify that the following Amendment to the Certificate of
Incorporation of Addison-Davis Diagnostics, 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 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
175 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 175 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 ____________,
2005.
Charles Miseroy
President and Chief Executive Officer