SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
(Mark One)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BECOR COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
(NA)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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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
filings fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Action
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:
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2) Form, Schedule or Registration Statement No.:
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BECOR COMMUNICATIONS, INC.
NOTICE AND PROXY STATEMENT FOR ACTION TO BE TAKEN
BY WRITTEN CONSENT IN LIEU OF A MEETING OF STOCKHOLDERS
To the stockholders of BECOR COMMUNICATIONS, INC.:
Attached hereto is a Proxy Statement which solicits the written consent
of the stockholders of BECOR COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), to authorize and approve:
1. An ACQUISITION AGREEMENT (the "Acquisition") pursuant to which the
Company will purchase all the issued and outstanding common stock of Enhance
Lifesciences, Inc., a Delaware corporation, ("ELSI") in exchange for shares of
stock in the Company, based upon an exchange ratio of one (1) share of ELSI for
every one 0.7258 shares of the Company's common stock for a total of 14,516,000
shares of the Company's common stock to be issued to the ELSI shareholders.
2. In connection with the Acquisition, and in order to permit the
issuance of shares of common stock of the Company to the shareholders of ELSI,
to amend the Company's Certificate of Incorporation to change the authorized
capital stock of the Company to Seventy-Five Million (75,000,000) shares,
comprised of Fifty Million (50,000,000) shares of common stock, par value $0.001
per share, and Twenty-Five Million (25,000,000) shares of preferred stock, the
rights, powers and preferences of which shall be set by resolution of the Board
of Directors of the Company.
3. In connection with the Acquisition, to amend the Company's
Certificate of Incorporation to change the name of the Company to "Lifesciences
Holdings, Inc."
4. In connection with the Acquisition, to approve the distribution to
the stockholders of the Company of the stock of the Company's wholly-owned
subsidiary, Advanced Knowledge, Inc. ("AKI"), to which the Company has
transferred the assets, subject to liabilities, of the Company's existing
business (the "Divestiture").
5. In connection with the Acquisition, to elect three (3) directors
nominated by ELSI to hold office during the ensuing year until their respective
successors are elected and qualified.
Upon approval to amend the Company's certificate of incorporation to
change the authorized capital stock if approved by the stockholders, following
the filing of the amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware, the Company and ELSI may, but are
not required to, proceed with the consummation of the transaction whereby ELSI
will become a wholly-owned subsidiary of the Company. In addition, the Board of
Directors of the Company may determine not to distribute the stock of AKI to the
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stockholders of the Company if, in light of the circumstances then existing, the
Board determines that the Divestiture would not be in the best interests of the
Company and the stockholders.
Information concerning the matters to be acted upon is set forth in the
accompanying Proxy Statement. The Board of Directors has established the close
of business on January 31, 2003, as the record date (the "Record Date") for the
determination of stockholders entitled to notice of these proposals.
By Order of the Board of Directors
----------------------------------
Buddy Young, Chief Executive Officer
Encino, California
March 4, 2003
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IN ORDER TO ENSURE YOUR REPRESENTATION IN THE ACTION TO BE TAKEN BY
WRITTEN CONSENT, YOU ARE REQUESTED TO SIGN AND DATE THE ENCLOSED
CONSENT CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
BECOR COMMUNICATIONS, INC.
17337 VENTURA BOULEVARD, SUITE 224
ENCINO, CALIFORNIA 91316
PROXY STATEMENT
for
STOCKHOLDER ACTION BY WRITTEN CONSENT
To our stockholders:
The Board of Directors of BECOR COMMUNICATIONS, INC. (the "Company") is
furnishing this Proxy Statement to you to solicit your approval, by written
consent, of:
1. An ACQUISITION AGREEMENT (the "Acquisition") pursuant to which the
Company will purchase all the issued and outstanding common stock of Enhance
Lifesciences, Inc., a Delaware corporation, ("ELSI") in exchange for shares of
stock in the Company, based upon a purchase/exchange ratio of one (1) share of
ELSI for every one 0.7258 shares of the Company's common stock for a total of
14,516,000 shares of the Company's common stock to be issued to the ELSI
shareholders;
2. In connection with the Acquisition, and in order to permit the
issuance of shares of common stock of the Company to the shareholders of ELSI,
to amend the Company's Certificate of Incorporation to change the authorized
capital stock of the Company to Seventy-Five Million (75,000,000) shares,
comprised of Fifty Million (50,000,000) shares of common stock, par value $0.001
per share, and Twenty-Five Million (25,000,000) shares of preferred stock, the
rights, powers and preferences of which shall be set by resolution of the Board
of Directors of the Company.
3. In connection with the Acquisition, to amend the Company's
Certificate of Incorporation to change the name of the Company to "Lifesciences
Holdings, Inc."
4. In connection with the Acquisition, to approve the distribution to
the stockholders of the Company of the stock of the Company's wholly-owned
subsidiary, Advanced Knowledge, Inc. ("AKI"), to which the Company has
transferred the assets, subject to liabilities, of the Company's existing
business (the "Divestiture").
5. In connection with the Acquisition, to elect three (3) directors
nominated by ELSI to hold office during the ensuing year until their respective
successors are elected and qualified.
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We are mailing this Proxy Statement to you on or about March 4, 2003,
together with the accompanying Consent Card.
The procedure for indicating approval of: Proposal No. 1, the
Acquisition of Enhance Lifesciences, Inc.; Proposal No. 2, the approval of the
amendment increasing the number of the Company's authorized stock; Proposal No.
3, the approval of the amendment to change the Company's name; Proposal No. 4,
the approval of the Divestiture of the Company's subsidiary, Advanced Knowledge,
Inc., to the Company's shareholders; and Proposal No. 5, the election of three
(3) directors nominated by ELSI.
GENERAL INFORMATION
PRIOR REVIEW
Although copies of these proxy materials have been filed with and
examined by the Securities and Exchange Commission ("Commission"), such filing
and examination by the Commission does not represent and shall not be deemed to
be a finding that the materials are accurate or complete, or not false or
misleading, or that the Commission has passed upon the merits of or approved any
statement contained in the materials or any matter to be acted upon by the
security holders. No representation to the contrary has been made or should be
implied. Any representation to the contrary is a criminal offense.
NO FALSE OR MISLEADING STATEMENTS
To the best of the Company's knowledge, all statements made and
contained herein are true at the time made and in the light of the circumstances
under which they are being made and are not false or misleading with respect to
any material fact or otherwise omit any material fact necessary to make the
statements herein not false or misleading or to correct any prior statements.
VOTING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on January 31, 2003
(the "Record Date") are entitled to approve the Proposal. There were One Million
Six Hundred Twelve Thousand Nine Hundred (1,612,900) shares of Common Stock of
the Company issued and outstanding on that date. Each share of the Common Stock
is entitled to one vote. Each of the proposals must be approved by the holders
of a majority of the outstanding shares of the Common Stock of the Company.
The beneficial ownership of the Company's Common Stock by certain
beneficial owners and by each of the Company's directors, named executive
officers, and the executive officers and directors as a group is set forth below
under "Security Ownership of Certain Beneficial Owners and Management."
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Under the Company's Bylaws and pursuant to applicable Delaware law, any
action which may be taken at any annual or special meeting of the stockholders
of the Company may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. The matters
being considered by the stockholders are being submitted for action by written
consent, rather than by votes cast at a meeting. The texts of each Proposal are
set forth below. The Proposals will be deemed to have been approved upon receipt
by the Company of Consent Cards, which have not previously been revoked,
representing the approval of a majority of the shares of Common Stock issued and
outstanding on the Record Date, provided that such approvals are received on or
prior to March 24, 2003 (the "Termination Date"). If, however, sufficient
written consents have not been received by the Termination Date, the Company
reserves the right to extend the solicitation of written consents made hereby
except that, under Delaware law, such solicitation may not be extended beyond
the date 60 days after the earliest dated consent received by the Company.
Any election to extend this consent solicitation will be made by the
Company by news release or other similar public announcement. The date on which
the Proposal is deemed approved hereunder is referred to as the "Effective
Date."
Stockholders are requested to indicate approval of the Proposal by
checking the appropriate box on the enclosed Consent Card and executing the
Consent Card. FAILURE TO CHECK ANY OF THE BOXES WILL, IF THE CONSENT CARD HAS
BEEN SIGNED, CONSTITUTE APPROVAL OF THE PROPOSAL. Consent Cards that reflect
abstentions will be treated as voted for purposes of determining the approval of
the Proposal and will have the same effect as a vote against the Proposal.
Consent Cards that reflect "broker non-votes" will be treated as un-voted for
purposes of determining approval and will have the same effect as a vote against
the Proposal.
Execution of the Consent Card will constitute your approval, as a
stockholder of the Company, of the Proposal, and if sufficient written consents
are received, the Proposal will be deemed to have been approved by the
stockholders of the Company. No appraisal or dissenters' rights apply to
stockholders who do not approve the Proposal. If less than a majority of the
outstanding shares of Common Stock approve the Proposal, the Company cannot
proceed with Proposals 2, 3, 4, 5 or 6. The Company will pay the entire cost of
the preparation and mailing of this Proxy Statement and all other costs of this
solicitation. After the mailing of this Proxy Statement, the Company's officers,
directors and regular employees may solicit the return of Consent Cards in
person and by mail, telephone and facsimile. Officers, directors and employees
who assist in such activities will not receive additional compensation for doing
so.
DELIVERY OF WRITTEN CONSENTS
The Board of Directors requests that each stockholder execute, date and
mail the Consent Card in the return envelope provided. THE CONSENT CARD SHOULD
BE RETURNED AS SOON AS POSSIBLE AND, IN ANY EVENT, FOR RECEIPT NOT LATER THAN
MARCH 20, 2003.
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REVOCATION OF WRITTEN CONSENTS
Any Consent Card executed and delivered by a stockholder may be revoked
by delivering written notice of such revocation prior to the Effective Date to
the Company at the following address: BECOR COMMUNICATIONS, INC., 17337 Ventura
Blvd., Suite 224, Encino, California 91316. Consent Cards may not be revoked
after the Effective Date.
NOTICE OF EFFECTIVENESS OF PROPOSAL
If the Proposals are approved by stockholders, the Company will
promptly give notice thereof to all stockholders who have not consented in
writing to the extent required by Section 228(d) of the Delaware General
Corporation Law.
STOCKHOLDER LIST
A complete list of the stockholders entitled to vote at the Meeting
will be available for examination by any stockholders, for any proper purpose,
during ordinary business hours for a period of ten days prior to the Termination
Date at the corporate offices of the Company at 17337 Ventura Boulevard, Suite
224, Encino, California 91316.
INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD
The Company's fiscal year end is May 31. Mr. Buddy Young, Mr. Dennis
Spiegelman and Mr. L Stephen Albright are the members of the Company's Board of
Directors. Mr. Young and Mr. Albright are the members of the Board's Audit
Committee. Thus far in fiscal 2003, the Board has held two (2) meetings. The
principal function of the Audit Committee is to recommend to the Board of
Directors the engagement of the independent accountants of the Company and
review with the independent accountants and the Company's internal audit
department the scope and results of audits, the internal accounting controls of
the Company, audit practices and the professional services furnished by the
independent accountants. Thus far in fiscal 2003, the Audit Committee has had
informal meetings, including meetings to review and discuss the Company's
financial statements for fiscal 2003 which are to be filed in the Company's Form
10-KSB following the end of fiscal 2003 on May 31. The Audit Committee met with
and discussed the audited financials with its independent auditors and has taken
all reasonable steps necessary to comply with the related review and disclosure
requirements. Each director attended all of the meetings of the Board and
Committees on which he serves.
EXECUTIVE COMPENSATION
As a result of our current limited available cash, no officer or
director received compensation during the fiscal year ended May 31, 2002 and has
not received any compensation thus far in fiscal 2003. The Company intends to
pay salaries when cash flow permits. No officer or director received stock
options or other non-cash compensation during the fiscal year ended May 31, 2002
nor thus far in fiscal 2003. The Company does not have an employment agreement
with any officer of the Company.
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ACCOUNTING FEES
Audit Fees - The aggregate fees billed by Farber & Hass, LLP for
professional services rendered for the audit of the Company's annual financial
statements for the most recent fiscal year end, May 31, 2002 were $9,015.00.
Financial Information Systems Design and Implementation Fees - The
Company did not engage Farber & Hass, LLP, or any other accountants, to prepare,
design, implement, or supervise the operation, either directly or indirectly, of
an information system for the Company. Accordingly, no fees were paid to Farber
& Hass, LLP for such services.
Other Fees - During fiscal 2002, the aggregate fees billed to the
Company by Farber & Hass, exclusive of audit fees, were $4,985, all of which
were attributed to the review of the Company's quarterly reports on Form 10-QSB.
Thus far in fiscal 2003, Farber & Hass, LLP has billed an aggregate total of
$4,341 to the Company for the review of the Company's form 10- QSB for the
quarter ended November 30, 2002 and for the preparation of State and Federal tax
returns.
PROPOSAL NO. 1
THE ACQUISITION
Pursuant to the Acquisition Agreement (the "Acquisition"), the Company,
Young, and the ELSI Stockholders have agreed to effect the Acquisition whereby
the Company will: (1) distribute to the stockholders of the Company as of the
Record Date all of the outstanding AKI Stock and (2) issue to the ELSI
Stockholders new shares of stock sufficient to provide the ELSI Shareholders
with approximately ninety percent (90%) of the outstanding shares of the Company
in consideration for all of the outstanding ELSI Shares, thereby effecting a
change of control of the Company and changing the principal business of the
Company to pharmaceuticals. Because of the significant operating losses of the
Company, management of the Company has determined that the Acquisition is the
best alternative available to the Company and its stockholders and offers the
best available opportunity for increasing shareholder value by engaging in a
potentially profitable business, notwithstanding the uncertainties of entering
into a new line of business that is in its initial start-up stage and the
dilution of the stockholders' interest to approximately ten percent (10%) in the
aggregate after consummation of the stock purchase contemplated by the
Acquisition, with the likelihood that additional dilution will occur as the
result of additional equity financings.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company believes that the Acquisition is
in the best interest of the stockholders of the Company. Accordingly, the Board
of Directors has unanimously recommended approval by the Company and the
Stockholders of the Acquisition, including both the stock purchase and the
Divestiture, the related amendments to the Company's certificate of
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incorporation, the election of the nominees of ELSI as directors and the other
proposals set forth in the Proxy Statement. The current Board of Directors of
the Company consists of three persons, one of which is the principal stockholder
of the Company.
CONDITIONS, TERMINATION, ACCELERATION
The Acquisition is subject to certain conditions, which may be waived
by the Company and/or ELSI, as the case may be, including the approval of the
stockholders of the Company and certain financial requirements applicable to
ELSI. At the closing of the Acquisition, ELSI will issue a promissory note to
Mr. Buddy Young in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Note") as compensation for Mr. Young's execution of a
consulting agreement with the Company. The Company will have six (6) months from
the closing date in which to raise Two Million Dollars ($2,000,000) (the
"Funding"). In the event that the Company is unable to raise the Funding in said
six (6) months, then Young may accelerate the Note and take immediate control of
the Company's Board of Directors.
INTERESTS OF CERTAIN PERSONS IN THE ACQUISITION AND IN RELATED TRANSACTIONS
Pursuant to the Agreement and the Consulting Agreement, at the Closing,
the Company and Young will enter into the Consulting Agreement which provides
for the payment of Two Hundred Thousand ($200,000) in a two (2) year period. The
payments will be represented by the Note, which will call for payments of Five
Thousand ($5,000) a month for the first six (6) months, a balloon payment of
Sixty Thousand Dollars ($60,000) in the seventh month, with the balance to be
paid at the rate of Eight Thousand Dollars ($8,000) per month until paid in
full. Provided, however, that the Note and the Agreement will provide for the
acceleration of the Note, at Young's discretion, under certain circumstances,
the result of which will be the spin-off of ELSI to its shareholders of record
prior to the Acquisition and Young receiving a controlling interest in the
Company by assuming control of the Company's Board of Directors.
PROPOSAL NO. 2
AMENDMENT TO CERTIFICATE OF INCORPORATION RELATING TO CHANGE IN CAPITALIZATION
The Company's Board of Directors has unanimously approved the following
amendments to the Company's certificate of incorporation to change the aggregate
number of authorized shares of capital stock of the Company from Twenty-Five
Million (25,000,000) shares of Common Stock, $.001 par value per share, to a
total of Seventy-Five Million (75,000,000) shares, comprised of Fifty Million
(50,000,000) shares of Common Stock, $.001 value per share and Twenty-Five
Million (25,000,000) shares of preferred stock, the rights, powers and
preferences of which will be set by resolution of the Board of Directors.
For the reasons set forth below and elsewhere in this Proxy Statement,
the Board of Directors has determined that it is in the best interests of the
Company and its stockholders to amend the certificate of incorporation of the
Company to effect those changes in the capitalization of the Company and
recommends that shareholders vote for the proposal to amend the certificate of
incorporation.
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EFFECT OF THE PROPOSED AMENDMENT
If the stockholders adopt the proposed amendment to the certificate of
incorporation, the aggregate number of shares held by existing shareholders will
remain the same.
Approval of this Proposal 2 is a necessary prerequisite to give effect
to the Acquisition, including the stock purchase. Although the Company is not
currently contemplating an offering of the preferred stock, it is the intention
of the Company that shares of the preferred stock will be issued in connection
with corporate finance transactions. However, because of the ability of the
Board of Directors of the Company to set, by resolution of the Board, the
rights, powers and preferences of the preferred stock, it should be noted that
the preferred stock could be utilized as an antitakeover device, causing
potential purchasers of the Company's capital stock to incur additional costs
and otherwise discourage a potential bidder for the Common Stock. Moreover,
because of this antitakeover effect, the existence of the "blank check"
preferred could negatively impact upon the value of the New Shares.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock as of the Record Date is required for adoption of the
proposed Amended and Restated Certificate of Incorporation. The proposed
Amendment to Certificate of Incorporation regarding the change in the
capitalization will read:
FOURTH: The total number of shares of stock which this
corporation is authorized to issue is:
(A) Fifty Million (50,000,000) shares of common stock
with a par value of one mil ($0.001) per share,
amounting to Fifty Thousand Dollars ($50,000.00);
and,
(B) Twenty-Five Million (25,000,000) shares of preferred
stock, the rights, powers and preferences of which
shall be set by resolution of this Corporation's
Board of Directors.
PROPOSAL NO. 3
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The Board of Directors of the Company unanimously recommends approval
by the stockholders of the amendment to the certificate of incorporation to
change the name of the Company to "Lifesciences Holdings, Inc."
The Board of Directors believes that the change in the name of the
Company will be consistent with the name identifying the Company's operating
subsidiary and will provide the Company with greater recognition in the
marketplace.
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The proposed Amendment to Certificate of Incorporation regarding the
change of the Company's name will read:
FIRST: The name of this corporation shall be:
LIFESCIENCES HOLDINGS, INC.
PROPOSAL NO. 4
DIVESTITURE OF THE EXISTING BUSINESS OF THE COMPANY
The Board of Directors of the Company unanimously recommends approval
by the stockholders of the Divestiture of the existing business of the Company
by distribution of the outstanding shares of AKI Stock to the stockholders of
the Company as at the Divestiture Record Date. For the reasons set forth below
and elsewhere in this Proxy Statement, the Board of Directors has determined
that it is in the best interests of the Company and its stockholders to
distribute to its stockholders the AKI Stock.
EFFECT OF DIVESTITURE
The effect of the Divestiture will be to separate the existing business
of the Company from the new pharmaceuticals business that will be acquired upon
consummation of the Acquisition. Each stockholder of the Company as of the
Divestiture Record Date will receive one (1) share of AKI Stock for each one (1)
share of Common Stock. No fractional shares of AKI Stock will be issued. After
the consummation of the Divestiture, AKI will be a separate entity owned by the
stockholders of the Company as of the Divestiture Record Date and operated by
Young, the current President and CEO of the Company.
It should be noted that, notwithstanding the approval by the
stockholders of Proposal 1 and this Proposal 4, the Board of Directors of the
Company may determine not to consummate the Divestiture if they determine, in
light of the circumstances then existing, that it would not be in the best
interests of the Company and its stockholders to consummate the Divestiture. In
such event, the Divestiture would not occur.
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PROPOSAL NO. 5.
ELECTION OF DIRECTORS
The Company's Bylaws call for the Company to have three (3) directors
who are elected annually and are to hold office until the next annual
stockholders meeting and until successors are elected and qualified or until
their earlier resignation or removal.
Information regarding these nominees follows:
CHRISTOPHER EVERY. Mr. Every is 50 years old. His career in sales and
marketing, predominantly in the industrial and pharmaceutical areas, lead to his
holding senior board positions. His sales and marketing career includes various
positions with Wiggins Teape, National Starch Corporation of America (a Unilever
subsidiary group), and General Electric Company. As a result of this experience
Mr. Every developed a wide-ranging knowledge of large corporate organizations in
the range of major "blue chip" industries and the broadest possible array of
businesses. Since 1985 Mr. Every has worked for Electrolux, Entre Computers,
Promo Ticket Promotions Ltd and Ashridge Management College. Mr. Every is also a
former senior Managing Director with Williams Holdings PLC. He has also provided
consultant services to major companies and government bodies in the UK and
Europe, predominately in regard to strategic management. The clients which Mr.
Every has developed over the last ten years include Alpha Airport Services,
Eften Europa, NATO (Luxembourg), CIPAL Belgium, Antwerp Regional Government tax
offices, and Associated Tyre Services, Gieves & Hawkes, East Midlands
Electricity, Altro Floors, Gardner Merchant, Richard Ellis & Quentin, Micro
Warehouses Ltd, Powergen plc and TXU Energi.
LEE COLE. Mr. Cole is 41 years old and has extensive experience in
rapid growth companies and executing acquisition strategies. Since January 1995,
Mr. Cole has been a principal of Tech Capital Group, a technology consulting
firm that has private and public information and healthcare technology companies
as clients. Additionally, in 1997, Mr. Cole was the co-founder of a public
biotechnology company, Bioenvision, Inc.
ROGER HOLDOM. Mr. Holdom is 37 years of age and has over 18 years
experience in marketing at senior management level in the Pharmaceutical,
Broadcasting and Technology sectors. From 1997 to 1999 Mr. Holdom was the Head
of Network Development Europe at Discovery Communications where he was
responsible for the negotiation, management and administration of the European
and African distribution contracts for Discovery's global satellite and cable
channel. Prior to 1997, Mr Holdom was a senior marketing director at the BBC.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends that the stockholders
vote to elect Christopher Every, Lee Cole and Roger Holdom to the Company's
Board of Directors to serve and hold office until the next annual stockholders
meeting and until successors are elected and qualified or until their earlier
resignation or removal.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of January 15, 2003,
regarding beneficial ownership of the Common Stock of the Company by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's Common Stock, (ii) each director of the
Company, (iii)the Chief Executive Officer and other executive officers of the
Company and (iv) the Company's executive officers and directors as a group.
Unless otherwise indicated, the address of each stockholder listed in the table
is 17337 Ventura Boulevard, Suite 224, Encino, California 91316.
PRE-CLOSING OF THE ACQUISITION
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OWNERSHIP
- --------------------------------------------------------------------------------
Buddy and Rebecca Young(1)(2) 1,250,000 77.55%
Howard Young (3) 10,000 *
Dennis Spiegelman (4) 5,000 *
L. Stephen Albright (5) 5,000 *
All officers and directors
as a group (3 persons) 1,270,000 78.74%
* Less than 1%
- ----------
(1) Held as co-trustees for the Young Family Trust.
(2) Mr. Young is a Director and the Chief Executive Officer of the Company.
(3) Howard Young is an officer and the son of Mr. Buddy Young.
(4) Director.
(5) Director and Secretary
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POST-CLOSING OF THE ACQUISITION
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OWNERSHIP
- --------------------------------------------------------------------------------
Buddy and Rebecca Young(1)(2)** 1,250,000 7.75%
Howard Young(3)** 10,000 *
Dennis Spiegelman(4)** 5,000 *
L. Stephen Albright(5)** 5,000 *
Christopher Every(6)*** 362,900 2.25%
Lee Cole(7)*** None *
Roger Holdom(8)*** None *
All officers and directors
as a group (3 persons) 362,900 2.25%
* Less than 1%
** Will resign as officers and directors upon the close of the Acquisition
Agreement and shares are not included in the "all officers and
directors" calculation, post closing.
*** Will assume officer and director positions upon the close of the
Acquisition Agreement.
- ----------
(1) Held as co-trustees for the Young Family Trust.
(2) Mr. Young is a Director and the Chief Executive Officer of the Company.
(3) Howard Young is an officer and son of Buddy Young.
(4) Director.
(5) Director and Secretary.
(6) Director and Chief Executive Officer.
(7) Director.
(8) Director and Director of Sales and Marketing.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING CONSENT CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
-----------------------------------
BUDDY YOUNG, Chief Executive Officer
Encino, California
March 4, 2003
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CONSENT CARD
BECOR COMMUNICATIONS, INC.
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Becor Communications, Inc. (the
"Company") hereby acknowledges receipt of the proxy/information statement and
notice of Acquisition Agreement and other actions and votes his/her/its shares
as indicated below:
PROPOSAL NO. 1
Approval of the ACQUISITION AGREEMENT (the "Acquisition") pursuant to
which the Company will purchase all the issued and outstanding common stock of
Enhance Lifesciences, Inc., a Delaware corporation, ("ELSI") in exchange for
shares of stock in the Company, based upon an exchange ratio of one (1) share of
ELSI for every one 0.7258 shares of the Company's common stock for a total of
14,516,000 shares of the Company's common stock to be issued to the ELSI
shareholders.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
PROPOSAL NO. 2
Amend the Company's Certificate of Incorporation to change the
authorized capital stock of the Company to Seventy-Five Million (75,000,000)
shares, comprised of Fifty Million (50,000,000) shares of common stock, par
value $0.001 per share and Twenty-Five Million (25,000,000) shares of preferred
stock, the rights, powers and preferences of which shall be set by resolution of
the Board of Directors of the Company.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
PROPOSAL NO. 3
Amend the Company's Certificate of Incorporation to change the name of
the Company to "Lifesciences Holdings, Inc."
/_/ FOR /_/ AGAINST /_/ ABSTAIN
PROPOSAL NO. 4
Approve the distribution to the stockholders of the Company of the
stock of the Company's wholly-owned subsidiary, Advanced Knowledge, Inc.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
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PROPOSAL NO. 5
Election of Christopher Every, Lee Cole and Roger Holdom as directors.
Christopher Every /_/ FOR /_/ AGAINST /_/ ABSTAIN
Lee Cole /_/ FOR /_/ AGAINST /_/ ABSTAIN
Roger Holdom /_/ FOR /_/ AGAINST /_/ ABSTAIN
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THE SHARES REPRESENTED BY THIS CONSENT CARD WILL BE VOTED AS YOU HAVE
INDICATED ABOVE. IF NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS
CONSENT CARD WILL BE VOTED IN FAVOR OF THE PROPOSALS. THIS CONSENT CARD IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Dated: March ____, 2003 ---------------------------------------------
---------------------------------------------
Sign exactly as your name appears on
your certificate. When signing as an
attorney, executor, administrator,
trustee or guardian, please give
full title. If more than one
trustee, all should sign. All joint
owners should sign.
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