SCHEDULE 14C
(Rule 14c-101)
SECTION 1 INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
|X| Preliminary information statement
|_| Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
|_| Definitive information statement
EZCOMM ENTERPRISES, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount previously paid:
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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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EZCOMM ENTERPRISES, INC.
16-7 SAMJUNG-DONG, OJUNG-GU
BUCHEON, KYONGGI-DO KOREA
November ___, 2005
To the Holders of Common Stock of Ezcomm Enterprises, Inc.:
Ezcomm Enterprises, Inc., a Delaware corporation ("COMPANY") obtained
written consent from stockholders holding a majority of the outstanding shares
of voting securities of the Company entitled to vote on the following actions
(the "ACTIONS"), on November 2, 2005 and November 10, 2005, respectively:
1. A change in the Company's name to Eugene Science, Inc.
2. A reverse split of the Company's outstanding common stock on a
basis of 1 for 10.
The details of the foregoing Actions and other important information
are set forth in the accompanying Information Statement. The Board of Directors
of the Company has unanimously approved the above Actions.
The record date for determining the stockholders entitled to notice of
the stockholder resolutions regarding the name change is October 27, 2005. The
record date for determining the stockholders entitled to notice of the
stockholder resolutions regarding the reverse split is November 9, 2005.
Under Section 228 of the Delaware General Corporation Law, action by
stockholders may be taken without a meeting, without prior notice, by written
consent of the holders of outstanding capital stock having not less than the
minimum number of votes that would be necessary to authorize the action at a
meeting at which all shares entitled to vote thereon were present and voted. On
that basis, the stockholders holding a majority of the outstanding shares of
capital stock entitled to vote approved the foregoing Actions. No other vote or
stockholder action is required. You are hereby being provided with notice of the
approval of the foregoing Actions by less than unanimous written consent of the
stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors,
-------------------------------------
Dr. Seung Kwon Noh,
Chief Executive Officer and President
EZCOMM ENTERPRISES, INC.
INFORMATION STATEMENT
CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS OWNING A MAJORITY
OF SHARES OF VOTING SECURITIES ENTITLED TO VOTE THEREON
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL INFORMATION
This Information Statement is being furnished to the stockholders of
Ezcomm Enterprises, Inc., a Delaware corporation ("COMPANY," "WE' or "US"), to
advise them of the corporate actions described herein, which have been
authorized by the written consent of stockholders owning a majority of the
outstanding voting securities of the Company entitled to vote thereon. This
action is being taken in accordance with the requirements of the Delaware
General Corporation Law ("DGCL").
The Company's board of directors has determined that the close of
business on November 2, 2005 is the record date for the stockholders entitled to
notice about the actions authorizing the change in the name of the Company from
"Ezcomm Enterprises, Inc." to "Eugene Science, Inc." The foregoing action is
referred to herein as the "NAME CHANGE."
The Company's board of directors has determined that the close of
business on November 10, 2005 is the record date for the stockholders entitled
to notice about the actions authorizing the reverse split of the Company's
outstanding common stock on a basis of 1 for 10. The foregoing action is
referred to herein as the "REVERSE SPLIT."
Under Section 228 of the DGCL and the Company's Bylaws, action by
stockholders may be taken without a meeting, without prior notice, by written
consent of the holders of outstanding capital stock having not less than the
minimum number of votes that would be necessary to authorize the action at a
meeting at which all shares entitled to vote thereon were present and voted. On
that basis, the stockholders holding a majority of the outstanding shares of
capital stock entitled to vote approved the foregoing actions. No other vote or
stockholder action is required. You are hereby being provided with notice of the
approval of the foregoing actions by less than unanimous written consent of the
stockholders of the Company.
On November 2, 2005, stockholders who were the owners of record of
158,037,329 shares of the Company's Common Stock, representing approximately 51%
of the outstanding voting securities of the Company, delivered to the Company a
written consent authorizing and approving the Name Change. As such, no vote or
further action of the stockholders of the Company is required to approve the
Name Change.
On November 10, 2005, stockholders who were the owners of record of
158,037,329 shares of the Company's Common Stock, representing approximately 51%
of the outstanding voting securities of the Company, delivered to the Company a
written consent authorizing and approving the Reverse Split. As such, no vote or
further action of the stockholders of the Company is required to approve the
Reverse Split.
You are hereby being provided with notice of the approval of the Name
Change and Reverse Split by less than unanimous written consent of the
stockholders of the Company. However, under federal law,
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the Name Change and Reverse Split may not become effective until at least twenty
(20) days after this Information Statement has first been sent to stockholders.
The executive offices of the Company are located at 16-7 Samjung-Dong,
Ojung-Gu Bucheon, Kyonggi-Do Korea , and its telephone number is 82-32-676-6283.
This Information Statement will first be mailed to stockholders on or
about ________ ____, 200_, and is being furnished for informational purposes
only.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal stockholder has a substantial or
material interest in the favorable outcome of the Name Change or Reverse Split
other than as discussed herein.
CHANGE OF CONTROL
On September 30, 2005, pursuant to an Exchange Agreement dated
September 1, 2005 (the "EXCHANGE Agreement") by and among the Ezcomm
Enterprises, Inc., Eugene Science, Inc., a Korean corporation ("EUGENE Science")
and certain stockholders of Eugene Science (the "EUGENE SCIENCE STOCKHOLDERS"),
we acquired approximately 89.5% of the issued and outstanding shares of Eugene
Science in exchange for an aggregate of 272,790,924 shares of our Common Stock
(the "EXCHANGE TRANSACTION"). We will continue to offer any remaining Eugene
Science stockholders the opportunity to exchange their shares for our common
stock on the same terms and conditions as provided in the Exchange Agreement,
which may result in the issuance of up to approximately 32,094,000 additional
shares of our Common Stock.
In addition, and pursuant to the Exchange Agreement, we exchanged an
equal amount of cash with the Eugene Science Stockholders (an aggregate of
$103,514.48) and we assumed all of Eugene Science's outstanding options. As a
result of the Exchange Transaction, Eugene Science is now our subsidiary, and
the Eugene Science Stockholders hold approximately 89% of our voting stock on a
fully-diluted basis. Prior to the Exchange Transaction we were a "shell company"
as defined in Rule 12b-2 under the Exchange Act. In conjunction with the
Exchange Transaction we also issued a warrant to purchase 7,073,760 shares of
our common stock to WestPark Capital, Inc., at $0.17 per share as partial
compensation for their investment banking services with respect to the Exchange
Transaction.
We are presently authorized under our Certificate of Incorporation to
issue 480,000,000 shares of common stock, par value $0.0001 per share, and
20,000,000 shares of preferred stock, par value $0.0001 per share. Immediately
prior to the Exchange Transaction we had 35,368,800 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding.
Immediately after giving effect to the Exchange Transaction, we had 308,159,748
shares of common stock issued and outstanding and no shares of preferred stock
issued and outstanding. Our issued and outstanding common stock prior to the
Exchange Transaction represented approximately 11% of our total common stock on
a fully-diluted basis (assuming exercise of all Eugene Science stock options
outstanding immediately prior the Exchange Transaction) immediately following
the Exchange Transaction.
Pursuant to the Exchange Agreement our former sole director, Dr. Peter
Braun, resigned effective as of the closing of the Exchange Transaction and the
following directors were appointed: Dr. SeungKwon Noh (Eugene's Chief Executive
Officer), Tae Hwan Lee (Eugene's Senior Vice President Marketing), Se Cheon Ahn
(Eugene's Senior Vice President Plant/Manufacturing), and Tony Kim. The size of
the board will initially be four members and may be increased by the board of
directors to five members.
Also effective as of the closing of the Exchange Transaction, our
existing officers resigned and the following officers were appointed by the
Board of Directors.
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Dr. Seung Kwon Noh.......... Chief Executive Officer and President
Jae Hong Yoo................ Chief Financial Officer
Dr. Eun Young Lee........... Secretary
VOTING SECURITIES
On each of the dates of the stockholder actions approving the Name
Change and Reverse Stock Split, there were 311,659,748 shares of Company common
stock issued and outstanding.
Each share of common stock is entitled to one vote on all matters
submitted to the holders of common stock for their approval. The consent of the
holders of a majority of the Company's common stock was necessary to authorize
each of the Name Change and Reverse Split described herein.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding our common
stock beneficially owned on November 1, 2005 for (i) each stockholder known to
be the beneficial owner of 5% or more our outstanding common stock, (ii) each
executive officer and director, and (iii) all executive officers and directors
as a group. In general, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
such security, or the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities of
which the person has the right to acquire beneficial ownership within 60 days.
At November 1, 2005, we had 311,659,748 shares of common stock outstanding.
AMOUNT OF PERCENT OF
BENEFICIAL BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
Dr. Seung Kwon Noh (1)(2)................... 102,990,183 33.0%
Tony Kim (1)(3)............................. 23,034,195 7.4%
Jae Hong Yoo (1)(4)......................... 2,396,023 0.8%
Se Cheon Ahn (1)(5)......................... 922,535 0.3%
Tae Hwan Lee (1)............................ 0 0.0%
OTHER 5% HOLDERS
H&Q Asia Pacific (1) (6).................... 27,641,034 8.9%
Telos, LLC (7).............................. 23,034,195 7.4%
MANAGEMENT AS A GROUP
All Executive Officers and
Directors as a group
(4 persons) (2)(3)(4).................... 129,053,652 41.3%
(1) Address is c/o Eugene Science, Inc, 16-7 Samjung-dong, Ojung-ku,
Pucheon, Kyonggi.
(2) Includes (i) 7,274,535 shares beneficially owned by Dr. Noh's spouse,
and (ii) 9,213,678 shares held by OnBio Corporation, an entity of which
Dr. Noh is an executive officer and has an ownership interest.
(3) Consists of 23,034,195 shares of common stock held by Telos, LLC, an
entity of which Mr. Kim is a director and executive officer and has an
ownership interest. Mr. Kim may be deemed to beneficially own the
shares held by Telos, LLC, but disclaims beneficial ownership in such
shares except to the extent of his pecuniary interest therein.
(4) Includes 369,014 shares of common stock issuable upon exercise of
outstanding stock options.
(5) Consists of 922,535 shares of common stock issuable upon exercise of
outstanding stock options.
(6) Includes 1,500,000 shares held by APGF3 Korea Investment and 1,500,000
shares held by KGRF Korea Investment, both of which are affiliates of
H&Q Asia Pacific.
(7) Address is 6300 Wilshire Blvd., Suite 1730, Los Angeles, California
90048. Mr. Kim is a director and executive officer and has an ownership
interest in Telos, LLC.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3 (Initial Statement
of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of
Securities) and 5 (Annual Statement of Beneficial Ownership of Securities).
Directors, executive officers and beneficial owners of more than 10% of the
Company's common stock are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms that they file. Based solely on a review
of the copies of such forms furnished to the Company, or written representations
that no reports were required, the Company believes that for the fiscal year
ended December 31, 2004, beneficial owners complied with the Section 16(a)
filing requirements applicable to them.
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NAME CHANGE
On October 27, 2005, the board of directors authorized a change in the
name of the Company from "Ezcomm Enterprises, Inc." to "Eugene Science, Inc."
and thereby, the filing of an amendment to Article FIRST of the Company's
Certificate of Incorporation effecting such change.
An amendment to the Certificate of Incorporation to change the
Company's name requires the affirmative vote of a majority of the shares of
voting securities outstanding and entitled to vote. On November 2, 2005, the
Name Change was approved by written consent of holders representing
approximately 51% of the outstanding voting securities of the Company. As such,
no vote or further action of the stockholders of the Company is required to
approve the Name Change. You are hereby being provided with notice of the
approval of the Name Change by less than unanimous written consent of the
stockholders of the Company.
The Name Change will become effective on the close of business on the
date we file the Amendment to the Certificate of Incorporation with the Delaware
Secretary of State, which will in no case be before the twentieth day after the
date this Information Statement has first been sent to stockholders. We
anticipate that the effective date of the amendment will occur on or around
_________ ___, 200_. However, the exact timing of the filing of the amendment
will be determined by our Board of Directors based upon its evaluation as to
when the Name Change will be most advantageous to us and our stockholders, and
the Board of Directors reserves the right to delay filing the amendment for up
to twelve months. In addition, the Board of Directors reserves the right,
notwithstanding stockholder approval and without further action by the
stockholders, to elect not to proceed with the Name Change if, at any time prior
to filing the amendment, the Board of Directors, in its sole discretion,
determines that it is no longer in the best interests of the Company and its
stockholders.
A form of Certificate of Amendment to the Certificate of Incorporation
of the Company effecting both the Name Change and the Reverse Split (discussed
below) is attached to this Information Statement as EXHIBIT A.
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REVERSE SPLIT OF COMMON STOCK
On November 10, 2005, the board of directors authorized the Reverse
Split to reduce the number of shares of outstanding common stock at the rate of
one (1) share for every 10 shares of common stock then outstanding, and thereby,
the filing of an amendment to Article FOURTH of the Company's Certificate of
Incorporation effecting such change.
An amendment to the Certificate of Incorporation to effectuate the
Reverse Split requires the affirmative vote of a majority of the shares of
voting securities outstanding and entitled to vote. On November 10, 2005, the
Reverse Split was approved by the written consent of holders representing
approximately 51% of the outstanding voting securities of the Company. As such,
no vote or further action of the stockholders of the Company is required to
approve the Reverse Split. You are hereby being provided with notice of the
approval of the Reverse Split by less than unanimous written consent of the
stockholders of the Company.
The Reverse Split will change neither the number of authorized shares
of common stock nor the par value per share of common stock. None of the rights
of the common stock are being changed as a result of the Reverse Split and,
therefore, the rights of the holders of common stock will remain unchanged,
including the right of one vote for each share of common stock in any action
requiring a vote of the holders of common stock, the right to liquidation
proceeds after any preference shares, and the right to receive dividends when
and if declared by the board of directors.
The Company is presently authorized under its Certificate of
Incorporation to issue 480,000,000 shares of common stock, par value $0.0001 per
share, and 20,000,000 shares of preferred stock, par value $0.0001 per share.
The Company is not proposing to reduce the amount of authorized shares of common
stock. Following the Reverse Split, there will be approximately 31,116,597
shares of common stock outstanding. With an authorized number of 480,000,000
shares of common stock remaining unchanged (as described below), the Company
will have 448,834,025 unissued shares that will be available for future
issuance.
The Reverse Split will be accomplished by amending our Certificate of
Incorporation to include a paragraph in substantially the following form:
"Effective as of the close of business on the date of filing this
Amendment to the Certificate of Incorporation with the Delaware Secretary
of State (the "Effective Time"), each share of Common Stock of the
Corporation issued and outstanding or held as treasury shares immediately
prior to the Effective Time (the "Old Common Stock") shall automatically be
reclassified and continued (the "Reverse Split"), without any action on the
part of the holder thereof, as one-tenth of one share (0.1) of Common
Stock. The Corporation shall not issue fractional shares on account of the
Reverse Split. Holders of Old Common Stock who would otherwise be entitled
to a fraction of a share on account of the Reverse Split shall receive,
upon surrender of the stock certificates formerly representing shares of
the Old Common Stock, in lieu of such fractional share, one whole share of
Common Stock.
The Corporation's authorized shares of Common Stock, each having a
par value of $0.0001 per share, shall not be changed. The Corporation's
stated capital shall be reduced by an amount equal to the aggregate par
value of the shares of Common Stock issued prior to the effectiveness of
this Certificate of Amendment which, as a result of the Reverse Split
provided for herein, are no longer issued shares of Common Stock."
A form of Certificate of Amendment to the Certificate of Incorporation
of the Company effecting both the Name Change and the Reverse Split is attached
to this Information Statement as EXHIBIT A.
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The Reverse Split will become effective on the close of business on the
date we file the amendment to the Certificate of Incorporation with the Delaware
Secretary of State (the "EFFECTIVE DATE"), which will in no case be before the
twentieth day after the date this Information Statement has first been sent to
stockholders. We anticipate that the Effective Date will occur on or around
_______ __, 200_. However, the exact timing of the filing of the amendment will
be determined by our Board of Directors based upon its evaluation as to when the
Reverse Split and Name Change will be most advantageous to us and our
stockholders, and the Board of Directors reserves the right to delay filing the
Amendment for up to twelve months. In addition, the Board of Directors reserves
the right, notwithstanding stockholder approval and without further action by
the stockholders, to elect not to proceed with the Reverse Split and Name
Change, if, at any time prior to filing the amendment, the Board of Directors,
in its sole discretion, determines that it is no longer in the best interests of
the Company and its stockholders.
Stockholders do not have any dissenter or appraisal rights in
connection with the Reverse Split. There will be no change in the number of
stockholders as a result of the Reverse Split. There is no intention to take the
Company private because of the Reverse Split or otherwise.
REASONS FOR REVERSE SPLIT AND SPECIAL TREATMENT
The Company believes the recent per share price of the common stock may
have an adverse effect on the marketability of its existing shares and the
amount and percentage of transaction costs paid by individual stockholders.
Based on the Company's current capital structure, the Company's ability to raise
capital by issuing new shares may also be affected because the Company is very
near its maximum authorization (before the increase in authorized shares
described below).
The Company believes that the Reverse Split may also be advantageous to
the Company and its stockholders, because it may provide the opportunity for
higher share prices based upon fewer shares outstanding. It is also a factor
that most brokerage houses do not permit or favor lower-priced stocks to be used
as collateral for margin accounts. Certain policies and practices of the
securities industry may tend to discourage individual brokers within those firms
from dealing in lower-priced stocks. Some of those policies and practices
involve time-consuming procedures that make the handling of lower priced stocks
economically unattractive. The brokerage commissions on the purchase or sale of
lower priced stocks may also represent a higher percentage of the price than the
brokerage commission on higher priced stocks.
As a general rule, potential investors who might consider making
investments in the Company may be unwilling to do so when the company has a
large number of shares issued and outstanding with little or no stockholders'
equity. In other words, the "dilution" which new investors would suffer would
discourage them from investing, as a general rule of experience. A reduction in
the total outstanding shares may, without any assurance, make the Company's
capitalization structure more attractive.
While the Company's acceptability for ultimate listing on one of the
NASDAQ markets or an exchange is presently remote, but being considered, the
Company believes that it is in the interests of the Company to adjust its
capital structure in the direction of conformity with the NASDAQ structural
requirements, including the minimum price per share. At the current date, even
with the proposed changes, the Company would not likely meet NASDAQ criteria.
NASDAQ requirements change constantly. There is no assurance that the proposed
changes will meet the requirements for or any other exchange when, and if, the
Company is otherwise qualified. There is no assurance that the Company will
qualify for NASDAQ.
There is no assurance that any effect of the price of the Company's
stock will result, or that the market price for the Company's common stock,
immediately or shortly after the Reverse Split becomes effective, will rise, or
that any rise which may occur will be sustained. Market conditions obey their
own changes in investor attitudes and external conditions. The Company is
proposing the steps it deems the
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best calculation to meet the market attractively, however, the Company cannot
control the market's reaction. Further, there can be no assurances given that a
higher market price, if it occurs as a result of the Reverse Split, will
encourage more broker-dealers or investors to become involved in the Company's
common stock.
It should also be noted that the liquidity of the Company's common
stock might be adversely affected by the Reverse Split given the reduced number
of shares of common stock that would be outstanding after the Reverse Split. The
Company's board of directors anticipates, however, that the expected higher
market price as a result of the Reverse Split will reduce, to some extent, the
negative effects on the liquidity and marketability of the Company's common
stock inherent in some of the policies and practices of institutional investors
and brokerage houses described above.
EFFECT OF REVERSE SPLIT
To effect the Reverse Split, we will file the Amendment to our
Certificate of Incorporation with the Delaware Secretary of State to become
effective on the Effective Date. Upon effectiveness of the Amendment to our
Certificate of Incorporation, without further action by us or our stockholders,
the outstanding shares of common stock held by stockholders of record as of the
Effective Date will be converted into the right to receive a number of shares of
common stock (the "NEW COMMON STOCK") calculated based on a Reverse Split ratio
of one for ten shares. For example, if a stockholder presently holds 1,000
shares of common stock, that stockholder will hold 100 shares of common stock
following the Reverse Split. The Reverse Split will be realized simultaneously
for all the Company's common stock and the ratio will be the same for all the
Company's common stock. The Reverse Split will affect all of the Company's
stockholders uniformly and will not affect any stockholder's percentage
ownership interests in the Company, except that, as described below,
stockholders otherwise entitled to fractional shares as a result of the Reverse
Split will be rounded up to a full share. The principal effect of the Reverse
Split will be that:
o there will be authorized 480,000,000 shares of common stock,
of which 31,165,975 shares shall be issued and outstanding to
stockholders holding shares of common stock prior to the
amendment, and 448,834,025 shares will be available for
issuance by the Board of Directors; and
o proportionate adjustments will be made to the per-share
exercise price and the number of shares issuable upon the
exercise of all outstanding options and warrants entitling the
holders to purchase shares of the Company's common stock,
which will result in approximately the same aggregate price
being required to be paid for such options and warrants upon
exercise immediately preceding the Reverse Split.
In addition, the Reverse Split will likely increase the number of
stockholders who own odd lots (less than 100 shares). Stockholders who hold odd
lots typically may experience an increase in the cost of selling their shares
and may have greater difficulty in effecting sales.
EFFECT ON FRACTIONAL STOCKHOLDERS
No fractional shares will be issued for any fractional share interest
created by the Reverse Split, and stockholders will receive a full share of
common stock for any fractional share interests created by the Reverse Split.
NO EXCHANGE OF STOCK CERTIFICATES REQUIRED.
The Reverse Split will occur automatically on the Effective Date,
regardless of when stockholders physically surrender their stock certificates
for new stock certificates. When effected, our transfer agent, Signature Stock
Transfer, will act as exchange agent ("EXCHANGE AGENT") to implement the
exchange of
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stock certificates. As soon as practicable after the Effective Date, we or the
Exchange Agent will send a letter to each stockholder of record at the Effective
Date for use in transmitting certificates representing shares of our common
stock ("OLD CERTIFICATES") to the Exchange Agent. The letter of transmittal will
contain instructions for the surrender of Old Certificates to the Exchange Agent
in exchange for certificates representing the appropriate number of whole shares
of New Common Stock. No new stock certificates will be issued to a stockholder
until such stockholder has surrendered all Old Certificates, together with a
properly completed and executed letter of transmittal, to the Exchange Agent.
Stockholders would then receive a new certificate in exchange for certificates
representing the number of whole shares of New Common Stock into which their
shares of common stock have been converted as a result of the Reverse Split.
Until surrendered, we will deem outstanding Old Certificates held by
stockholders to be canceled and only to represent the number of whole shares of
New Common Stock to which these stockholders are entitled. All expenses of the
exchange of certificates will be borne by us.
YOU SHOULD NOT SEND YOUR OLD
CERTIFICATES TO THE EXCHANGE AGENT UNTIL YOU
HAVE RECEIVED THE LETTER OF TRANSMITTAL
ACCOUNTING CONSEQUENCES
Upon the Reverse Split becoming effective, the par value per share of
common stock would remain unchanged at $0.0001 per share. As a result, on the
effective date of the Reverse Split, the stated capital on the Company's balance
sheet attributable to the common stock will be reduced proportionally, based on
the exchange ratio of the Reverse Split, from its present amount, and the
additional paid-in capital account will be credited with the amount by which the
stated capital is reduced. The net income or loss and net book value per share
of common stock will be increased because there will be fewer shares of common
stock outstanding. It is not anticipated that any other accounting consequences
would arise as a result of the Reverse Split.
RISK FACTOR
We cannot assure stockholders that the post-Reverse Split market price
of our common stock will increase proportionately to the ratio for the Reverse
Split. Further, the Reverse Split will result in an increase of approximately
280,000,000 post-Reverse Split shares of common stock available for future
issuance. As such, should we determine to issue more common stock, the increased
number of shares of common stock available for issuance due to the Reverse Split
may result in the dilution of the currently outstanding common stock.
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AVAILABLE INFORMATION
Please read all the sections of this information statement carefully.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission. These reports, proxy statements and other information filed by the
company with the SEC may be inspected without charge at the public reference
section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549. Copies of this material also may be obtained from the SEC at prescribed
rates. The SEC also maintains a website that contains reports, proxy and
information statements and other information regarding public companies that
file reports with the SEC. Copies of these materials may be obtained from the
SEC's website at http://www.sec.gov.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 000-50601) are incorporated in this Information Statement
by reference and made a part hereof:
(i) Annual Report on Form 10-KSB, for the fiscal year ended May
31, 2005.
(ii) Current Report on Form 8-K filed September 7, 2005, reporting
execution of the Exchange Agreement with Eugene Science, Inc.
(iii) Current Report on Form 8-K filed October 6, 2005, reporting
the closing of the transactions contemplated by the Exchange
Agreement with Eugene Science, Inc.
(iv) Current Report on Form 8-K filed October 19, 2005, reporting
the issuance and sale of certain unregistered securities.
(v) Schedule 14f-1 Information Statement filed September 9, 2005,
reporting the proposed change in control of the Company as a
result of the acquisition of Eugene Science, Inc.
All documents filed by the company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
information statement and prior to the effective date hereof shall be deemed to
be incorporated by reference in this information statement and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this information statement and filed with
the Commission prior to the date of this information statement shall be deemed
to be modified or superseded for purposes of this information statement to the
extent that a statement contained herein, or in any other subsequently filed
document which is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
information statement.
The Company will provide without charge to each person to whom this
information statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 16-7, Samjung-Dong, Ojung-Gu Bucheon,
Kyonhhi-Do, Korea, and its telephone number is +82-32-676-6283.
EZCOMM ENTERPRISES, INC.
11
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EZCOMM ENTERPRISES, INC.
The undersigned, Dr. Seung-Kwon Noh, Chief Executive Officer of Ezcomm
Enterprises, Inc. (the "Corporation"), a corporation organized and existing by
virtue of the General Corporation Law (the "GCL") of the State of Delaware, does
hereby certify pursuant to Section 103 of the GCL as to the following:
1. The name of the Corporation is Ezcomm Enterprises, Inc. The
original name of the Corporation was Orcas Ltd., and the original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
August 26, 1998.
2. The terms and provisions of this Certificate of Amendment (i)
have been approved by the Board of Directors of the Corporation in a resolution
setting forth and declaring advisable the amendment contained herein and (ii)
have been duly approved by the required number of shares of outstanding stock of
the Corporation, in each case pursuant to and in accordance with Section 242 of
the General Corporation Law of the State of Delaware.
3. Article "FIRST" of the Corporation's Certificate of
Incorporation, as amended, is hereby amended and restated as follows:
"The name of this corporation is Eugene Science, Inc."
4. Article "FOURTH" of the Corporation's Certificate of
Incorporation, as amended, is hereby amended and restated as follows:
"The total number of shares of stock which the Corporation is
authorized to issue is five hundred million (500,000,000), of which four
hundred eighty million (480,000,000) shall be Common Stock, par value
$0.0001 per share, and twenty million (20,000,000) which shall be Preferred
Stock. Effective as of the close of business on the date of filing this
Amendment to the Certificate of Incorporation with the Delaware Secretary
of State (the "Effective Time"), each share of Common Stock of the
Corporation issued and outstanding or held as treasury shares immediately
prior to the Effective Time (the "Old Common Stock") shall automatically be
reclassified and continued (the "Reverse Split"), without any action on the
part of the holder thereof, as one-tenth of one share (0.1) of Common
Stock. The Corporation shall not issue fractional shares on account of the
Reverse Split. Holders of Old Common Stock who would otherwise be entitled
to a fraction of a share on account of the Reverse Split shall receive,
upon surrender of the stock certificates formerly representing shares of
the Old Common Stock, in lieu of such fractional share, one whole share of
Common Stock.
The Corporation's authorized shares of Common Stock, each having a
par value of $0.0001 per share, shall not be changed. The Corporation's
stated capital shall be reduced by an amount equal to the aggregate par
value of the shares of Common Stock issued prior to the effectiveness of
this Certificate of Amendment which, as a result of the Reverse Split
provided for herein, are no longer issued shares of Common Stock."
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Incorporation as of the __th day of ________, 2005.
-------------------------------
Dr. Seung-Kwon Noh,
Chief Executive Officer
13