UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
ENHANCE BIOTECH, INC.
(formerly known as Becor Communications, Inc.)
(Name of small business issuer in its charter)
Delaware 0-31653 95-4766094
(State or jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
ENHANCE BIOTECH, INC.
17337 Ventura Blvd., Ste. 224
Encino, CA 91316
(818) 784-0040
The purpose of this Information Statement is to inform the holders of,
as of the close of business on of March 21, 2003, of shares of common stock, par
value $0.001 per share, of Enhance Biotech, Inc., a Delaware corporation
(formerly known as Becor Communications, Inc.) (the "Company") that on February
6, 2003, the Company has entered into an Acquisition Agreement (the "Acquisition
Agreement") with Enhance Lifesciences, Inc., a Delaware corporation, ("ELSI")
that contemplates the replacement of all the current members of the Company's
Board of Directors, as well as its officers.
This Information Statement is required by Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
promulgated thereunder. While you are neither required nor requested to take any
action in response to this Information Statement, you are urged to carefully
read its contents.
By virtue of the issuance of 14,516,000 shares of the Company's common
stock to the stockholders of ELSI and the change in the composition of the
Company's Board of Directors, there will be a change in control of the Company
at the Closing.
This Information Statement is being mailed to the Company's
stockholders of record as of the Record Date and is being filed with the
Commission on April 2, 2003.
NO STOCKHOLDER ACTION HAS BEEN REQUESTED. NO PROXIES ARE BEING
SOLICITED AND YOU ARE NOT BEING REQUESTED TO SEND THE COMPANY A PROXY.
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CHANGE IN CONTROL
On February 6, 2003, the Company and ELSI entered into the Acquisition
Agreement 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.
The purchase shall be based upon an exchange ratio of one (1) share of ELSI for
every 0.7258 shares of the Company's common stock. Thus, a total of 14,516,000
shares of the Company's common stock will be issued to the ELSI shareholders.
The Acquisition was approved by the Company pursuant to the written consent of a
majority of the shareholders of the Company on February 21, 2003. Upon the
closing of the Acquisition Agreement (the "Closing"), the Company's existing
Board of Directors, consisting of Buddy Young, L. Stephen Albright and Dennis
Spiegelman, have agreed to resign as directors and to cause Christopher Every,
Lee Cole, and Roger Holdom ("Director Designees") to succeed them in such
capacity. In addition, Mr. Young and Mr. Albright have agreed to resign as
executive officers of the Company.
It is presently anticipated that on, or promptly after the tenth (10th)
day following the mailing and filing of this Information Statement, that the
current directors of the Company shall resign and be replaced by the Director
Designees.
SECURITY OWNERSHIP
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 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. The Company's current 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.
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.
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PRE-CLOSING OF THE ACQUISITION
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OWNERSHIP
- --------------------------------------------------------------------------------
Buddy and Rebecca Young(1)(2)(6) 1,250,000 77.55%
Howard Young (3)(6) 10,000 *%
Dennis Spiegelman (4)(6) 5,000 *%
L. Stephen Albright (5)(6) 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
(6) Address for each is 17337 Ventura Blvd., Ste. 224 Encino, California 91316
POST-CLOSING OF THE ACQUISITION
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OWNERSHIP
- --------------------------------------------------------------------------------
Buddy and Rebecca Young(1)(2)(9) 1,250,000 7.75%
Howard Young (3)(9) * 10,000 *
Dennis Spiegelman (4)(9) * 5,000 *
L. Stephen Albright (5) * 5,000 *
Christopher Every (6) * (10) *** 362,900 2.25%
Lee Cole (7) (10) *** None *
Roger Holdom (8)(10) *** None *
All officers and directors
as a group (3 persons) 362,900 2.25%
* Less than 1%
*** 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. Mr.
Young will resign as an officer and director upon the close of the
Acquisition Agreement.
(3) Howard Young is an officer and son of Buddy Young.
(4) Director. Mr. Spiegelman will resign as a director upon the close of the
Acquisition Agreement.
(5) Director and Secretary. Mr. Albright will resign as an officer and director
upon the close of the Acquisition Agreement.
(6) Director and Chief Executive Officer
(7) Director
(8) Director and Director of Sales and Marketing
(9) Address for each is 17337 Ventura Blvd., Ste. 224 Encino, California 91316.
(10) Address for each is Enhance Lifesciences, Inc., One Rockefeller Plaza, New
York, New York 10020.
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MANAGEMENT
The directors, Director Designees and executive officers of the Company
are as follows:
NAME AGE POSITION
- ---- --- --------
Buddy Young 67 President, Chief Executive Officer,
Chief Financial Officer, and Director
L. Stephen Albright 51 Secretary and Director
Dennis Spiegelman 56 Director
Christopher Every 50 Director Designee
Lee Cole 41 Director Designee
Roger Holdom 37 Director Designee
The principal occupation for the past five years and current public
directorships of each of the directors, Director Designees and executive
officers of the Company are as follows:
DIRECTORS
BUDDY YOUNG has served as president, chief executive officer, chief
financial officer and chairman of the board of directors of the Company since he
founded it in June 1999, and served in the same positions with Sporting Magic
Inc. from 1997 until March 2000. Since August 1996, Mr. Young has also been
engaged in a privately owned merger and acquisition business which does business
under the name of Advantage Mergers and Acquisitions. From March 1998 until July
1999, Mr. Young served as president, executive officer and a director of MGPX
Ventures, Inc., a company whose stock traded on the OTC Bulletin Board system.
Mr. Young assisted MGPX Ventures in registering with the SEC as a reporting
company, adopting a new business plan and recruiting new management. From 1992
until July 1996, Mr. Young served as president and chief executive officer of
Bexy Communications, Inc., a publicly held company whose stock traded on the OTC
Bulletin Board system. Bexy's core business was the production, financing and
distribution of television programming. During Mr. Young's tenure at Bexy, Bexy
produced and distributed a number of television programs, including a two-hour
special, "Heartstoppers . . . Horror at the Movies," hosted by George Hamilton,
and a 26 episode half- hour television series entitled "Feelin' Great," hosted
by Dynasty's John James. From June 1983 until December 1991, Mr. Young was
president, chief executive officer and a director of Color Systems Technology,
Inc., a publicly held company whose stock traded on The American Stock Exchange.
Color Systems' major line of business is the use of its patented computer
process for the conversion of black and white motion pictures to color. Prior to
joining Color Systems, Mr. Young served from 1965 to 1975 as Director of West
Coast Advertising and Publicity for United Artists Corporation, from 1975 to
1976 as Director of Worldwide Advertising and Publicity for Columbia Pictures
Corp., from 1976 to 1979 as Vice President of Worldwide Advertising and
Publicity for MCA/Universal Pictures, Inc., and from 1981 to 1982 as a principal
in the motion picture consulting firm of Powell & Young, which represented some
of the industry's leading film makers. For over twenty-five years, Mr. Young has
been an active member of The Academy of Motion Picture Arts and Sciences and has
served on a number of industry-wide committees. Mr. Young has been involved in
the workforce training video business for the past three years.
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L. STEPHEN ALBRIGHT has served as a director and as secretary of the
Company since March 2000 and April 2000, respectively, and served in the same
positions with Sporting Magic Inc. from September 1998 until March 2000. Since
July 2000, Mr. Albright has also served as a consultant and counsel to Advantage
Mergers and Acquisitions, a merger and acquisition business owned by Buddy
Young. Prior to becoming associated with Advantage Mergers and Acquisitions in
July 2000, Mr. Albright was employed as an associate attorney with Wasserman,
Comden & Casselman, L.L.P. a law firm located in Tarzana (Los Angeles)
California from June, 1994 through June, 2000. Mr. Albright started his own law
practice in June, 2000. Mr. Albright received his undergraduate degree in
business administration and marketing from West Virginia University in 1975.
Following careers in industrial sales and new home construction, Mr. Albright
entered Whittier College School of Law in 1980. Mr. Albright was admitted to
practice law in the State of California in 1983. Mr. Albright spent
approximately half of his legal career in private practice, where he has been
primarily engaged in transactional work, business litigation, and providing
general legal business advice to clients. Mr. Albright also spent seven years as
in- house counsel, vice president, general counsel and secretary to Color
Systems Technology, Inc., a publicly-held company whose stock traded on The
American Stock Exchange. While with Color Systems, Mr. Albright was responsible
for all aspects of the company's annual shareholder's meetings; preparation and
filing of the company's proxy materials, annual reports on Form 10-K, and
quarterly reports on Form 10-Q; and drafting and negotiating lease agreements,
distribution and licensing agreements and debt and equity funding arrangements.
DENNIS SPIEGELMAN has served as a director of Becor Communications
since March 2000 and of Sporting Magic Inc. beginning in September 1998. Mr.
Spiegelman is an experienced sales and marketing executive with a successful
track record in many aspects of the entertainment industry. He is currently vice
president, sales and marketing for Cast & Crew Entertainment Services, Inc., a
position he accepted in April 1998. From 1995 to April 1998, Mr. Spiegelman was
the senior vice president of sales and marketing for Axium Entertainment, Inc.
Both Cast & Crew and Axium specialize in providing payroll and payroll related
services to the motion picture and television entertainment industries. Before
joining Axium, he held similar positions with AP Services, Inc. and IDC
Entertainment Services. During his career of more than 25 years, Mr. Spiegelman
has held various other senior positions, including director of operations at
Heritage Entertainment, and president and director of All American Group, Inc.
While at these companies, Mr. Spiegelman was mainly responsible for the sale of
feature films to foreign theatrical, video, and television markets. In addition,
Mr. Spiegelman has served as executive producer of the theatrical motion picture
entitled Nobody's Perfect and is a past president of Financial, Administrative,
and Management Executives in Entertainment, a 50-year-old networking
organization for entertainment industry executives.
DIRECTOR DESIGNEES
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, 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
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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.
DIRECTORS MEETINGS AND COMPENSATION
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.
The Company does not compensate its directors at the present time,
although it may do so in the future.
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EXECUTIVE 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.
The Company has not adopted any bonus, profit sharing or other
compensation plan, contract or arrangement in which any director, Director
Designee, or executive officer of the Company will participate. Nor has the
Company adopted any retirement plans.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Closing, Mr. Young and the Company will execute
a Consulting Agreement pursuant to which Mr. Young will provide consulting
services to the Company for a period of two (2) years following the Closing for
a fee of Two Hundred Thousand Dollars ($200,000) to be paid over the two (2)
year period with interest at the rate of two percent (2%) per annum. The
consulting fee will be represented by a promissory note due and payable to Mr.
Young. Following the Closing, the Company will be required to raise Two Million
Dollars ($2,000,000) in capital within six (6) months. Should the Company fail,
for any reason, to raise the Two Million Dollars ($2,000,000), Mr. Young, will
have the option, at his discretion, to convert his consulting fee promissory
note to equity and assume control of the Company.
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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