SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use
|_| Definitive Proxy Statement of the Commission Only
|_| Definitive Additional Materials (as permitted by Rule
|_| Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
EVOLVE ONCOLOGY, INC.
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(Name of Registrant as Specified in Its Charter)
(NA)
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(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 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 transactions 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 filing 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:
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|_| 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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing party:
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(4) Date filed:
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EVOLVE ONCOLOGY, INC.
NOTICE AND PROXY STATEMENT FOR ACTION TO BE TAKEN
BY WRITTEN CONSENT IN LIEU OF A MEETING OF STOCKHOLDERS
To the stockholders of Evolve Oncology, Inc.:
Attached hereto is a Proxy Statement which solicits the written consent of the
stockholders of Evolve Oncology, Inc., a Delaware corporation (the "Company"),
to authorize and approve: (i) an amendment to the Company's Certificate of
Incorporation which increases the number of authorized shares of common stock,
par value $.001 (the "Common Stock"), of the Company from 25,000,000 shares to
100,000,000 and authorizes 25,000,000 shares of preferred stock, par value $.001
(the "Preferred Stock"), of the Company, which may be issued in one or more
series, with such rights, preferences, privileges and restrictions as shall be
fixed by the Company's Board of Directors from time to time; and, (ii) an
amendment to the Company's Certificate of Incorporation to affect a two (2) for
one (1) forward split of the Company's issued and outstanding shares (the "Stock
Split") as of February 25, 2004 (the "Record Date") with all fractional shares
rounded to the nearest whole. Each of the proposals (the "Proposals") is
described in detail in the Proxy Statement attached to this notice which Proxy
Statement is incorporated herein by this reference. The Board of Directors has
determined that it is in the best interests of the Company to authorize
additional shares of common stock and preferred stock so that such will be
available to permit future stock dividends, if any, to raise additional capital
through the sale of equity securities, to acquire another company or its assets,
to establish strategic relationships with corporate partners and to provide
equity incentives to employees and officers or for other corporate purposes. The
increase in authorized common stock and authorization of preferred stock, as
well as the Stock Split, will not have any immediate effect on the rights of
existing stockholders. However, the Board will have the authority to issue
authorized common stock or preferred stock without requiring future stockholder
approval of such issuances. To the extent that additional authorized shares are
issued in the future, they may decrease the existing stockholders' percentage
equity ownership and, depending on the price at which they are issued, could be
dilutive to the existing stockholders. The Stock Split will not have any
dilutive effect on the existing stockholders.
The Board of Directors believes that it is in the best interests of the Company
and its stockholders to solicit such approval as of the earliest possible date.
In order to accomplish this objective, the Board of Directors is hereby
soliciting the approval of the Proposal by stockholders by written consent, in
lieu of a meeting of stockholders.
By Order of the Board of Directors
------------------------------------
Ian Warwick, Chief Executive Officer
New York, New York
February __, 2004
IN ORDER TO ENSURE YOUR REPRESENTATION IN THE ACTION TO BE TAKEN
BYWRITTEN CONSENT, YOU ARE REQUESTED TO SIGN AND DATE THE ENCLOSED CONSENT CARD
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
EVOLVE ONCOLOGY, INC.
16TH FLOOR 666 THIRD AVENUE,
NEW YORK, NEW YORK 10019
PROXY STATEMENT
for
STOCKHOLDER ACTION BY WRITTEN CONSENT
To our stockholders:
The Board of Directors of Evolve Oncology, Inc. (the "Company") is furnishing
this Proxy Statement to you to solicit your approval, by written consent, of:
(i) an amendment to the Company's Certificate of Incorporation which increases
the number of authorized shares of common stock, par value $.001 (the "Common
Stock"), of the Company from 25,000,000 shares to 100,000,000 shares and
authorizes 25,000,000 shares of preferred stock, par value $.001 (the "Preferred
Stock"), of the Company, which may be issued in one or more series, with such
rights, preferences, privileges and restrictions as shall be fixed by the
Company's Board of Directors from time to time; and, (ii) an amendment to the
Company's Certificate of Incorporation to affect a two (2) for one (1) forward
split of the Company's issued and outstanding shares as of the Record Date with
all fractional shares rounded to the nearest whole.
We are mailing this Proxy Statement to you on or about March 4, 2004, together
with the accompanying Consent Card.
The procedure for indicating approval of the amendment to the Company's
Certificate of Incorporation to increase authorized shares of Common Stock from
25,000,000 to 100,000,000 and authorize 25,000,000 shares of Preferred Stock
("Proposal No. 1") and the approval of the forward stock split ("Proposal No.
2") are described in detail in this Proxy Statement.
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 February 25, 2004 (the
"Record Date") are entitled to approve the Proposal. There were Twenty One
Million Four Hundred Thirty One Thousand Five Hundred and Forty Nine
(21,431,549) shares of Common Stock of the Company issued and outstanding on
that date. Each share of the Common Stock is entitled to one vote. The Proposal
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."
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 text of the proposed
amendment to the Company's Certificate of Incorporation effecting the increase
in authorized common stock is set forth in full under "Proposal No. 1 - Increase
in Authorized Common Stock and Authorize Preferred Stock." The proposed
amendment to the Company's Certificate of Incorporation effecting the Stock
Split (two (2) for one (1) forward split of the Company's issued and outstanding
shares as of the Record Date with all fractional shares rounded to the nearest
whole) is set forth in full under "Proposal No. 2 - Stock Split." 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 15, 2004
(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.
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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 the Reverse
Stock Split. 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 15, 2004.
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: Evolve Oncology, Inc., 16th Floor, 666 Third
Avenue, New York, New York 10019. Consent Cards may not be revoked after the
Effective Date.
NOTICE OF EFFECTIVENESS OF PROPOSAL
If the Proposal is 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 16th Floor, 666 Third Avenue, New
York, New York 10019.
PROPOSAL NO. 1
THE PROPOSED INCREASE IN AUTHORIZED COMMON STOCK AND AUTHORIZE PREFERRED STOCK
Purpose and Effect
The Company currently has 21,431,549 shares of Common Stock which are issued and
outstanding. The principal purpose of the proposed amendment to the Articles of
Incorporation, attached hereto as Annex A, is to authorize additional shares of
Common Stock and to authorize Preferred Stock which will be available in the
event the Board of Directors determines that it is necessary or appropriate to
permit future stock dividends, to raise additional capital through the sale of
equity securities, to acquire another company or its assets, to establish
strategic relationships with corporate partners and to
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provide equity incentives to employees and officers or for other corporate
purposes. The availability of additional shares of stock is particularly
important in the event that the Board of Directors needs to undertake any of the
foregoing actions on an expedited basis and thus to avoid the time and expense
of seeking stockholder approval in connection with the contemplated issuance of
stock. If the amendment is approved by the stockholders, the Board does not
intend to solicit further stockholder approval prior to the issuance of any
additional shares of common stock or preferred stock, except as may be required
by the Company's certificate of incorporation, certificate of designations or
applicable law.
The increase in authorized common stock and authorization of preferred stock
will not have any immediate effect on the rights of existing stockholders.
However, the Board will have the authority to issue authorized common stock or
preferred stock without requiring future stockholder approval of such issuances,
except as may be required by the Company's certificate of incorporation,
certificate of designations or applicable law. To the extent that additional
authorized shares are issued in the future, they may decrease the existing
stockholders' percentage equity ownership and, depending on the price at which
they are issued, could be dilutive to the existing stockholders.
The increase in the authorized number of shares of common stock and
authorization to issue preferred stock and the subsequent issuance of such
shares could have the effect of delaying or preventing a change in control of
the Company without further action by the stockholders. Shares of authorized and
unissued common stock and preferred stock could, within the limits imposed by
applicable law, be issued in one or more transactions which would make a change
in control of the Company more difficult, and therefore less likely. Any such
issuance of additional stock could have the effect of diluting the earnings per
share and book value per share of outstanding shares of common stock or
preferred stock and such additional shares could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of the Company.
The Board of Directors is not currently aware of any attempt to take over or
acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock and
preferred stock is not prompted by any specific effort or takeover threat
currently perceived by management.
We do not have any current intentions, plans, arrangements, commitments or
understandings to issue any shares of our capital stock.
PROPOSAL NO. 2
THE FORWARD STOCK SPLIT
Our Board of Directors has determined that it is in the best interests of this
Company to effect, subject to the approval of the stockholders, an amendment to
the Company's Certificate of Incorporation to affect a two (2) for one (1)
forward split of the Company's issued and outstanding shares as of the Record
Date with all fractional shares rounded to the nearest whole. As of the date
hereof, the Company has a total of 21,431,549 shares of common stock issued and
outstanding. The forward split will be applicable to all stockholders of record
on February 25, 2004, the "Record Date." This means that all stockholders of
record on the Record Date that date shall receive two (2) for every one (1)
share owned, with all fractional shares rounded to the nearest whole. As a
result, following the forward stock split, the stockholders as of the Record
Date will own a total of 42,863,098 shares of stock, an increase of 21,431,549
shares.
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THE AMENDMENT (FOR BOTH PROPOSALS)
FOURTH. (a) The total number of shares of all classes of capital stock
which the corporation shall have the authority to issue is 125,000,000
shares consisting of: (i) 100,000,000 shares of Common Stock, par value
$0.00l per share; and, (ii) 25,000,000 shares of Preferred Stock, par
value $0.001 per share. The Preferred Stock shall be issuable in one or
more series with such powers, designations, preferences, rights,
qualifications, limitations or restrictions as may be determined in the
board's sole discretion, with no further authorization by stockholders
required for the creation and issuance thereof. When required by law and
in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the board shall have the express
authority to execute, acknowledge and file a certificate of designations,
preferences, rights, qualifications, limitations or restrictions of the
Preferred Stock.
(b) At the effective time of this amendment, each security of
the Corporation issued and outstanding as of the record date set by this
Corporation's Board of Directors shall be subject to a two (2) for one (1)
forward split with that all fractional shares rounded to the nearest
whole.
REQUIRED VOTE (FOR BOTH PROPOSALS)
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Company is required to approve the Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends that the stockholders vote to
approve both Proposals. The Board of Directors believes that both Proposals are
in the best interests of the Company and its stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of common stock, as of February 4, 2004, by (i) each person whom we
know to beneficially own 5% or more of the common stock, (ii) each of our
directors, (iii) each person listed on the Summary Compensation Table set forth
under "Executive Compensation" and (iv) all of our directors and executive
officers. The number of shares of common stock beneficially owned by each
stockholder is determined in accordance with the rules of the Commission and
does not necessarily indicate beneficial ownership for any other purpose. Under
these rules, beneficial ownership includes those shares of common stock over
which the stockholder exercises sole or shared voting or investment power. The
percentage ownership of the common stock, however, is based on the assumption,
expressly required by the rules of the Commission, that only the person or
entity whose ownership is being reported has converted or exercised common stock
equivalents into shares of common stock; that is, shares underlying common stock
equivalents are not included in calculations in the table below for any other
purpose, including for the purpose of calculating the number of shares
outstanding generally.
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BENEFICIAL CURRENT
OWNERSHIP PERCENTAGE OF
NAME OF STOCK CLASS (1)
- ----------------------------------------------- ---------- -------------
Bioaccelerate Limited (2)
666 Third Avenue
New York, New York 10017 ...................... 11,625,000 54.2%
Crescendo Holdings Ltd. (3)
Suite F8 International Commercial Centre
Main Road, Gibraltar .......................... 1,875,000 8.7%
DBP Holdings Inc (4)
32 Haymarket
London SW1Y 4TP UK ............................ 945,000 4.4%
First Financial Securities Ltd (5)
STE 6203
1 - 5 Irish Town
Imossi House, Gibraltar ....................... 1,200,000 5.6%
JSMCL Capital Limited (6)
Suite F8, International Commercial Ctr
Main Road, Gibraltar .......................... 2,250,000 10.5%
Ian Warwick
666 Third Avenue, 16th Fl .....................
New York, New York 10019 ...................... 0 0%
Alan Bowen
666 Third Avenue, 16th Fl .....................
New York, New York 10019 ...................... 0 0%
All Executive officers
and directors as a group (1 Person) ........... 0 0%
(1) Based on a total of 21,431,549 shares of common stock outstanding as of
February 9, 2004 on a fully diluted basis.
(2) Bioaccelerate, is a private corporation, owned of record by several
private investors.
(3) Crescendo Holdings Limited is a private corporation owned by several
investors. Mr John Lister has sole voting power.
(4) DBP Holdings Inc is a private company, owned by a number of investors.
(5) First Financial Securities Limited is a private company owned by several
private investors.
(6) JSMCL Capital Limited is a private company owned by several private
investors.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING CONSENT CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
---------------------------------
IAN WARWICK,
Chief Executive Officer
New York, New York
February __, 2004
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CONSENT CARD
EVOLVE ONCOLOGY, INC.
CONSENT CARD THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Evolve Oncology, Inc. (the "Company")
hereby acknowledges receipt of the proxy statement and notice of the forward
stock split and other action(s) and votes his/her/its shares as indicated below:
PROPOSAL NO. 1
Approval of an amendment to the Company's Certificate of Incorporation
to increase the authorized shares of common stock from 25,000,000 to 100,000,000
and to authorize 25,000,000 shares of preferred stock which may be issued in one
or more series, with such rights, preferences, privileges and restrictions as
shall be fixed by the Company's Board of Directors from time to time.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
PROPOSAL NO. 2
Approval of an amendment to the Company's Certificate of Incorporation
to effect the two (2) for one (1) forward stock split with all fractional shares
rounded to the nearest whole.
/_/ 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 REVERSE STOCK SPLIT. 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: ________ ____, 2004 ---------------------------------------
(month) (day)
---------------------------------------
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.
ANNEX A
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
EVOLVE ONCOLOGY, INC.
(A Delaware Corporation)
EVOLVE ONCOLOGY, INC., a corporation duly organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify:
1. The present name of this corporation is EVOLVE ONCOLOGY, INC..
(hereinafter the "Corporation").
2. The Certificate of Incorporation of this Corporation is hereby
amended by deleting Article FOURTH in its entirety and replacing it with
the following:
FOURTH. (a) The total number of shares of all classes of capital stock
which the corporation shall have the authority to issue is 125,000,000
shares consisting of: (i) 100,000,000 shares of Common Stock, par value
$0.00l per share; and, (ii) 25,000,000 shares of Preferred Stock, par
value $0.001 per share. The Preferred Stock shall be issuable in one or
more series with such powers, designations, preferences, rights,
qualifications, limitations or restrictions as may be determined in the
board's sole discretion, with no further authorization by stockholders
required for the creation and issuance thereof. When required by law and
in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the board shall have the express
authority to execute, acknowledge and file a certificate of designations,
preferences, rights, qualifications, limitations or restrictions of the
Preferred Stock.
(b) At the effective time of this amendment, each security of
the Corporation issued and outstanding as of the record date set by the
Corporation's Board of Directors shall be subject to a two (2) for one (1)
forward split with all fractional shares rounded to the nearest whole.
The foregoing amendment was duly adopted by the Corporation in
accordance with the applicable provision of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by IAN WARWICK, Chief Executive Officer, on this __ day of ________,
2004.
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IAN WARWICK, Chief Executive Officer