SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of the Securities Act of 1934
(Mark One)
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[ ] Definitive Information Statement
[ ] Definitive Additional Materials
BECOR COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
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BECOR COMMUNICATIONS, INC.
DEFINITIVE INFORMATION STATEMENT PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 14C THEREUNDER
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE NOT BEING REQUESTED TO SEND US A PROXY
INTRODUCTION
This information statement ("Information Statement") will be mailed on or
about March __, 2003, to the shareholders of record as of February 28, 2003, of
Becor Communications, Inc., a Delaware corporation (the "Company") in connection
with certain actions to be taken by the Company pursuant to the written consent
of a majority of the shareholders of the Company on February 21, 2003 ("Written
Consent").
There will not be a meeting of stockholders and none is required under the
Delaware General Corporation Law because this action has been approved by
written consent of the holders of a majority of the outstanding shares of our
voting common stock. Under Section 228 of the Delaware General Corporation Law,
we are required to provide prompt notice of the taking of corporate action
without a meeting to our stockholders of record who have not consented in
writing to this action. This Information Statement is intended to provide you
with the required notice.
THIS IS NOT A NOTICE OF MEETING OF SHAREHOLDERS
AND NO SHAREHOLDERS' MEETING WILL BE HELD
TO CONSIDER ANY MATTER DESCRIBED HEREIN
BECOR COMMUNICATIONS, INC.
17337 Ventura Blvd., Ste. 224
Encino, California 91316
DEFINITIVE INFORMATION STATEMENT PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 14C THEREUNDER
To the stockholders of BECOR COMMUNICATIONS, INC.:
NOTICE IS HEREBY GIVEN that the following actions will be taken by the
Company pursuant to a Written Consent of the Majority Shareholders of Becor
Communications, Inc, a copy of which is attached hereto and marked as Exhibit
"A". The action that is to be taken consists of:
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1. Approve the ACQUISITION AGREEMENT (the "Acquisition") by and between
the Company and Enhance Lifesciences, Inc., a Delaware corporation, ("ELSI")
pursuant to which the Company will purchase all the issued and outstanding
common stock of 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. The amendment of the Company's Certificate of Incorporation to amend
and 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, done 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,
3. The amendment of the Company's Certificate of Incorporation to change
the name of the Company to "Enhance Biotech, Inc."
4. In connection with the Acquisition, the approval of the distribution
to the stockholders of the Company of the stock of the Company's wholly-owned
subsidiary, Advanced Knowledge, Inc. ("AKI"), to which, prior to the close of
the Acquisition, the Company transferred the assets, subject to liabilities, of
the Company's existing business (the "Divestiture").
5. The replacement of the Company's Board of Directors with three (3)
directors nominated by ELSI, namely Christopher Every, Lee Cole, and Roger
Holdom, each to hold office until any respective successor is elected and
qualified.
Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, the amendment may not be effected until at least 20 calendar
days after this Information Statement is sent or given to our stockholders. We
anticipate that the amendment will become effective on or after March __, 2002
upon filing with the Delaware Secretary of State.
Following the filing of the amended and restated Certificate of
Incorporation with the Delaware Secretary of State, 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 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.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock of the Company held of record by such persons and will
reimburse such brokers and other custodians for out-of-pocket expenses incurred
in forwarding such material. The Board of Directors has
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established the close of business on February 28, 2003, as the record date (the
"Record Date") for the determination of stockholders entitled to notice of the
action taken pursuant to the Written Consent.
By Order of the Board of Directors
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Buddy Young, Chief Executive Officer
Encino, California
March __, 2003
GENERAL INFORMATION
PRIOR REVIEW
Although copies of this Information Statement have been filed with an
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. Nor does it mean that the Commission has passed upon the merits of
or approved any statement contained in the materials or any matter which was
taken by the Written Consent. 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.
DISSENTER'S RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
VOTING SHARES AND VOTING RIGHTS
As of the close of business on February 28, 2003 (the "Record Date"), the
Company's authorized capitalization consisted of 25,000,000 shares of common
stock, par value $.001 per share. As of the record date, there were One Million
Six Hundred Twelve Thousand Nine
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Hundred (1,612,900) shares of common stock of the Company issued and
outstanding, all of which were fully paid, non-assessable and entitled to vote.
Each share of common stock entitles its holder to one vote on each mater
submitted to the Shareholder.
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." The
Company's officers and directors are entitled to vote 1,270,000 shares of the
issued and outstanding common stock, or 78.74% of the shares entitled to vote.
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 Company's
officers and directors have exercised the vote/consent rights and voted
1,270,000 shares in favor of each action, for an affirmative vote of 78.74% of
the shares entitled to vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 28, 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
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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%
- --------------------------------------------------------------------------------
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(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
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.
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. He 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,
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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.
None of the nominees is a party to litigation which is adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. None of the nominees has had a prior
business relationship with the Company or any entity with which the Company does
any business.
COMPLIANCE WITH SECTION 16
Based on the Company's review of filings received by it through February
15, 2003, the Company believes that certain officers and directors may not have
filed certain forms required by Section 16 of the Securities Exchange Act of
1934, as follows: During 2002, L. Stephen Albright, Buddy Young and Dennis
Spiegelman who were directors and/or officers of the Company did not file Form
5's within 45 days of the end of the Company's fiscal year ended May 31, 2002.
However, the Company is aware that these directors obtained their shares of
stock as part of the incorporation of the Company in April, 2000, and that none
of them has either bought or sold any of the Company's common stock since
receiving their shares. These same individuals did, however, file their Form 5
Annual Reports on March 3, 2003.
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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 were filed on the Company's Form
10-QSB's (unaudited) and in contemplation of the Company's Form 10-KSB that is
to be filed following the end of fiscal 2003. The Audit Committee met with and
discussed the 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.
COMPENSATION
Since the inception of the Company, none of its officers or directors have
received any compensation, cash or otherwise, for their services. Further, none
of the Company's officers or directors has deferred any compensation and no
compensation is due them by the Company.
ACCOUNTING FEES
The Company has not adopted or approved the change, approval or
ratification of its principal accountants. Farber & Hass, LLP is currently the
Company's independent principal accountant and that is not altered by this
Information Statement or the Written Consent.
In an effort to keep the Company's shareholders informed, the Company
presents the following information regarding the work of the Company's auditors.
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.
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Other Fees - During fiscal 2003, 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.
COMPENSATION PLANS
No compensation plans were or are being acted upon by the Written Consent
or this Information Statement.
AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
(a) A total of 14,516,000 shares of the Company's common stock, restricted
as to transfer, will be issued to acquire all the issued and outstanding shares
of stock in Enhance Lifesciences, Inc., a Delaware corporation ("ELSI"), from
the ELSI shareholders.
(b) The shares to be issued will be identical in rights, privilege and
preferences to those shares of the Company's common stock already issued and
outstanding.
(c) The Company is acquiring ELSI as a wholly owned subsidiary of the
Company through the purchase of all the issued and outstanding shares of stock
of ELSI from the Shareholders of ELSI. ELSI is an emerging bio-pharmaceutical
company that is focused on the acquisition, development and commercialization of
"Lifestyle Drugs" in the main therapeutic lifestyle disorder categories. ELSI
currently has six products in development, all of which are targeted towards
sexual dysfunction, in-vitro fertilization (also known as IVF), depression,
anti-cellulite, anti-aging and arthritis. ELSI's strategy is to develop these
six existing products and later acquire other late stage product candidates in
the "Lifestyle Drugs" sector with the goal of positioning itself to be at the
forefront in the development of drugs that will improve and enhance the
lifestyles of many patients. ELSI was incorporated in December, 1996, in the
State of Delaware under the name European Technology Enterprises, Inc. In
February, 2002, it changed its name to Grand Hotels, Inc. and in June 2002, it
changed its name to Enhance Lifesciences, Inc.
(d) The impact of the issuance of these shares will be to increase the
issued and outstanding number of shares of the Company from 1,612,900 to
16,128,900.
MODIFICATION OR EXCHANGE OF SECURITIES
The Company is not making any modification to its securities nor is the
Company issuing any securities to be exchanged for any of its outstanding
securities. The Company will amend its Certificate of Incorporation to increase
the number of authorized shares of stock and create
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preferred stock. However, no preferred stock is being issued as a part of the
transaction with ELSI and its shareholders.
FINANCIAL AND OTHER INFORMATION
(a) The financial statements contained in the Company's Form 10-KSB for
the fiscal year ended, May 31, 2002, filed on August 12, 2002, the quarterly
report on Form 10-QSB for the quarter ended August 31, 2002, filed on October
10, 2002 and the quarterly report on Form 10-QSB for the quarter ended November
30, 2002, filed on January 10, 2003 are incorporated herein by this reference.
ITEM 1 TO SCHEDULE 14C
(INFORMATION REQUIRED BY ITEM 14 OF SCHEDULE 14A)
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS.
SUMMARY TERM SHEET. The transaction authorized by the Written Consent and
described in this Information Statement is the acquisition of all the
outstanding securities of ELSI to effect the purchase of the going business and
assets of ELSI. In connection with the acquisition of ELSI, the Company will
spin-off its wholly owned subsidiary, Advanced Knowledge, Inc. ("AKI") to its
shareholders. The acquisition of ELSI is summarized as follows:
(i) the Company will purchase all the issued and outstanding common stock
of ELSI in exchange for shares of stock in the Company. This will be done based
upon an exchange ratio of one (1) share of ELSI for every one 0.7258 shares of
the Company's common stock. Consequently, a total of 14,516,000 shares of the
Company's common stock to be issued to the ELSI shareholders;
(ii) ELSI will continue to operate as a wholly owned subsidiary;
(iii)the Company will change it's name to Enhance Biotech, Inc. and own
ELSI;
(iv) after acquiring ELSI, the Company will have six months to raise $2
million in capital. If the Company fails to raise a minimum of $2 million, Mr.
Buddy Young will have the option, at his discretion, to assume control of the
Company and spin-off ELSI back to its original shareholders. In this instance,
ELSI will be returned to its original shareholders and the Company will be
returned to its original shareholders, provided however, that each entity will
provide the shareholders of the other company with an aggregate 10% equity
position in their respective company.
(v) Mr. Buddy Young and the Company will enter into a consulting agreement
which will take effect upon the close of the acquisition of ELSI. Payment of Mr.
Young's fees under that agreement are to be paid over two years pursuant to a
promissory note in the principal
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amount of Two Hundred Thousand dollars ($200,000).
(vi) in the event that the Company fails to raise $2 million as required
and Mr. Young assumes control of the Company, in spinning off ELSI to its
original shareholders, the original shareholders of the Company will own shares
in both the Company and AKI. There will be an additional adjustment as the
Company will be required to provide a 10% equity position in the Company to the
shareholders of ELSI.
CONTACT INFORMATION. The Company's office is 17337 Ventura Blvd., Ste. 224,
Encino, CA 91316. The phone number is (818) 784-0040.
BUSINESS CONDUCTED. The Company, through its wholly owned subsidiary AKI,
is engaged in the business of the development, production and distribution of
creatively unique management and general workforce training videos for use by
businesses throughout the world.
TERMS OF THE TRANSACTION. The Company will purchase 100% of the issued and
outstanding shares of ELSI and it will become a wholly owned subsidiary of the
Company upon the Company's issuance of a total of 14,516,000 shares of the
Company's common stock and the delivery of same to the shareholders of ELSI. As
a result of the issuance, the number of the Company's outstanding shares of
common stock will increase from 1,612,900 to 16,128,900. The Company's current
shareholders will suffer a dilution of approximately 90%. Upon consummation of
the acquisition transaction, the Company's current Board of Directors and
officers will resign and a new Board of Directors nominated by ELSI will assume
control of the Company. As part of the transaction, the Company plans to
spin-off its current wholly owned subsidiary AKI to the current shareholders of
the Company. In connection with the acquisition transaction, the Company will
change its name to Enhance Biotech, Inc. and be required to raise $2 million in
capital within six months. Should the Company fail, for any reason, to raise the
$2 million, Mr. Buddy Young, will have the option, at his discretion, to convert
his consulting fee promissory note to equity and assume control of the Company.
At which point, the Company would spin-off ELSI back to its original
shareholders. In that instance, there will be an additional adjustment as the
Company will be required to provide a 10% equity position in the Company to the
shareholders of ELSI and the Company would retain a 10% equity position in ELSI.
The Company's Board of Directors believes that the acquisition of ELSI is in the
best interests of the Company.
REGULATORY APPROVALS. None required.
REPORTS, OPINIONS, APPRAISALS. No such reports, opinions or appraisals
materially relating to the transaction have been received from an outside party.
PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. Until ELSI was initially
presented to the Company as a potential acquisition candidate in December, 2002,
there were no contacts, transactions or negotiations between the Company and
ELSI, or any of there respective affiliates.
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SELECTED FINANCIAL DATA. The financial statements contained in ELSI's Form
10-KSB for the fiscal year ended, January 31, 2002, filed on April 19, 2001 are
incorporated herein by this reference. The Form 10-KSB was filed under ELSI's
previous name "European Technology Enterprises, Inc." Updated audited financial
statements together with the Pro Forma Selected Financial Data and the Pro Forma
Information required by paragraphs 9 and 10 of Item 14 in Schedule 14A will be
filed with the Securities & Exchange Commission on a Form 8-K within 75 days of
the close of the Company's acquisition of ELSI. (See Regulation S-B, Rule 310
(c)(3)(iv))
ACQUISITION OR DISPOSITION OF PROPERTY; RESTATEMENT OF ACCOUNTS; ACTION
WITH RESPECT TO REPORTS. None of this information is applicable to the Company's
acquisition of ELSI.
MATTERS NOT REQUIRED TO BE SUBMITTED. Except for the acquisition of ELSI,
all action taken described in this Information Statement which is to be taken by
the Company required a vote of the security holders. However, all action to be
taken by the Company is set forth in the Written Consent and approved by more
than 75% of the Company's issued and outstanding common stock. Therefore, all
measures have been approved and adopted and no "negative vote" will have any
consequence.
AMENDMENT IF CHARTER, BYLAWS OR OTHER DOCUMENTS. The Company's Certificate
of Incorporation will be amended to reflect two (2) changes. They are: (i) the
new name of the Company will be "Enhance Biotech, Inc."; and, (ii) the Company's
authorized capital stock will be increased 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,
OTHER PROPOSED ACTION. No action other than that described in this
Information Statement was proposed or will be taken.
VOTING PROCEDURES. No votes are being solicited by this Information
Statement. Therefor no voting procedures are necessary.
INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT. The Company is
not an Investment Company and this is an Information Statement, not a Proxy
Statement. Therefore, no such information is required under this heading.
ITEM 2 TO SCHEDULE 14C
(STATEMENT THAT PROXIES ARE NOT SOLICITED)
We Are Not Asking You for a Proxy and You Are Requested Not to Send Us a
Proxy.
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ITEM 3 TO SCHEDULE 14C
(INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON)
a. The Security Ownership of Certain Beneficial Owners and Management
tables set forth above describe the interests of the Company's officers and
directors and the director nominees.
b. No officer or director of the Company has informed the Company that he
intends to oppose any of the actions described in this Information Statement
which are to by taken pursuant to the Written Consent.
ITEM 4 TO SCHEDULE 14C
(PROPOSALS BY SECURITY HOLDERS)
None of the Company's security holders has submitted any proposals to the
Company.
ITEM 5 TO SCHEDULE 14C
(DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS)
Each security holder will be sent a copy of this Information Statement,
even if sharing an address with another security holder.
The Company's current office is 17337 Ventura Blvd., Ste. 224, Encino, CA
91316. The phone number is (818) 784-0040. Any security holder who wishes to
notify the Company of that security holder's desire to continue to receive a
separate Information Statement or to receive a single Information Statement at
an address shared by multiple security holders may contact the Company at its
address and/or phone number with such request.
By Order of the Board of Directors
-----------------------------------
BUDDY YOUNG, Chief Executive Officer
Encino, California
March __, 2003
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EXHIBIT A
CONSENT OF A MAJORITY
OF THE SHAREHOLDERS OF
BECOR COMMUNICATIONS, INC.
(A Delaware Corporation)
Pursuant to Section 228 of the Delaware Corporation Law, the
undersigned, being a substantial majority of the issued and outstanding common
stock of BECOR COMMUNICATIONS, INC., a corporation, (hereinafter the
"Corporation"), do hereby dispense with the formality of a noticed meeting and
consent, adopt and approve the following resolutions:
WHEREAS, the undersigned majority of the shareholders of this
Corporation have deemed it to be in the best interests of this Corporation and
all of its shareholders to acquire Enhance Lifesciences, Inc., a Delaware
corporation ("ELSI"), which Acquisition Agreement (the "Acquisition Agreement")
was previously approved by the undersigned shareholders and entered into by this
Corporation and ELSI;
BE IT RESOLVED that this Corporation's officers and directors are
hereby authorized to close the Acquisition Agreement and acquire ELSI on such
terms and conditions as are set forth in the Acquisition Agreement, with further
authorization to the officers and directors to negotiate and enter into such
agreements as are reasonably necessary or related to the transaction all on such
terms and conditions as they may deem to be appropriate under the circumstances;
WHEREAS, in connection with the Acquisition Agreement, it is in the
best interests of the Corporation to change its name to Enhance Biotech, Inc.;
BE IT RESOLVED that Article First of this Corporation's Certificate of
Incorporation be amended to read:
FIRST: The name of this corporation shall be:
ENHANCE BIOTECH, INC.
WHEREAS, in connection with the Acquisition Agreement, it is in the
best interests of the Corporation to change its capital structure;
BE IT RESOLVED that Article Fourth of this Corporation's Certificate of
Incorporation be amended to read:
FOURTH: The total number of shares of stock which this
corporation is authorized to issue is Seventy Five Million
(75,000,000) shares comprised of:
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(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); 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 the Board of Directors of the Company.
WHEREAS, it is in the best interests of this Corporation to authorize
the officers and directors of this Corporation, at their discretion, to
distribute the stock of this Corporation's wholly-owned subsidiary, Advanced
Knowledge, Inc. ("AKI") to the shareholders of this Corporation (as constituted
prior to the close of the Acquisition Agreement) and to do so on the terms and
conditions, including the distribution ratio, as the officers and directors deem
appropriate and necessary under the circumstances;
BE IT RESOLVED, that the officers and directors of this Corporation are
hereby authorized to exercise their discretion as to whether to distribute the
stock of this Corporation's wholly-owned subsidiary, AKI to the shareholders of
this Corporation (as constituted prior to the close of the Acquisition
Agreement) and to do so on the terms and conditions, including the distribution
ratio, as the officers and directors deem appropriate and necessary under the
circumstances;
WHEREAS, upon the close of the Acquisition Agreement, it will be in the
best interests of this Corporation to accept the resignations of its officers
and directors and to simultaneously elect a new board of directors, the nominees
for which have been recommended by ELSI, namely Christopher Every, Lee Cole and
Roger Holdom;
BE IT RESOLVED that upon the close of the Acquisition Agreement, this
Corporation will accept the resignations of its officers and directors and
simultaneously elects a new board of directors recommended by ELSI, namely
Christopher Every, Lee Cole and Roger Holdom to serve until successors are
elected and qualified or until their earlier resignation or removal.
WHEREAS, it is in the best interests of this Corporation to ratify all
the previous acts and conduct of this Corporation's Board of Directors for the
past year;
BE IT RESOLVED, that all of the actions and conduct of this
Corporation's Board of Directors for the past year are hereby ratified and
approved.
(Balance of page intentionally left blank)
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This consent, which may be executed in counter-parts with facsimile
signatures sufficing as originals, shall be filed, kept and maintained in this
Corporation's minute book and shall become a part of the records of this
Corporation.
These minutes are effective and adopted as of February 28, 2003.
SHAREHOLDER SHARES BENEFICIALLY PERCENTAGE OF
NAME & SIGNATURE OWNED OUTSTANDING STOCK
- ---------------- ------------------- -----------------
THE YOUNG FAMILY TRUST
/s/ Buddy Young
- ----------------------------
Buddy Young, Trustee 1,250,000 77.55%
/s/ Dennis Spiegelman
- ---------------------------- 5,000 Less than 1%
DENNIS SPIEGELMAN
/s/ L. Stephen Albright
- ---------------------------- 5,000 Less than 1%
L. STEPHEN ALBRIGHT
/s/ Howard Young
- ---------------------------- 10,000 Less than 1%
HOWARD YOUNG
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