UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for use of the Commission only (as permitted By Rule
14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X ] Soliciting Material Pursuant to Sec. 240.14a-12.
ENDOVASC, INC.
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(Name of Registrant as Specified in its Charter)
DR. DAVID P. SUMMERS, PHD
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(Name of Person(s) Filing Proxy Statement, if Other Than the 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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which
filing fee is calculated and state how it was determined):
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5) Total fee paid:
[ ] 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 offering fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of the filing.
1) Amount previously paid:
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3) Filing Party:
4) Date Filed:
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DR. DAVID P. SUMMERS, PHD
3158 CANTERBURY LANE
MONTGOMERY, TEXAS 77356
----------------
ANNUAL MEETING OF STOCKHOLDERS
HELD ON NOVEMBER 19, 2004 BUT
RESCHEDULED TO DECEMBER 17, 2004
FOR LACK OF A QUORUM OF MAJORITY
SHAREHOLDERS
----------------
To My Fellow Stockholders:
Let me take the opportunity to introduce myself. I am Dr. David P. Summers,
PhD. I am the founder of Endovasc, Inc. and the inventor of almost 100% of its
technology (both patented and subject to trade secret protection). I am also a
fellow shareholder of Endovasc, Inc. with over 10,000,000 shares in the company.
As you can see, I have a vested financial interest in the long term success of
the company.
I am writing to you because I want your proxy to get majority shareholder
voting control over Endovasc, Inc. I want majority control to stop the run-a-way
management style of the current officers and directors of the company. My plan
is simple, but I need your help to make a "clean sweep" of entrenched management
who has led us down the slippery path to historic lows in share value.
First, I want to stop the loss in share value which is at historic lows.
Second, I want to make sure that 200,000,000 new shares don't flood the market
and further dilute share value. Third, I want to fire all of the officers and
directors of the company and replace them with a new slate of nominees. Fourth,
I want to make sure that (a) the existing Endovasc products get to market with
all the improvements that only I as the inventor can give them and to (b) add a
line-up of new and exciting medical products that I have either invented or
co-founded.
Here is what I request.
Vote "NO" to all of the proposals your have received in the Proxy Solicitation
of management of Endovasc, Inc.
Vote "Yes" on the BLUE PROXY form granting me your "YES" vote on my plan to
attend the reschedule Annual Meeting of Shareholders which is now set for
December 17, 2004. The original annual meeting set for November 19, 2004 had to
be continued for lack of a quorum of shareholders. On December 17, 2004, armed
with a majority of your "YES" proxy votes, I will fire all of the officers and
directors of Endovasc, Inc. and vote into office a new slate of three (3)
directors and officers composed of DR. DAVID P. SUMMERS, PHD to serve as a
Director and President; JANET TAN to serve as a Director; ROBERT A. BRANER to
serve as a Director; and MELISSA BLUE to serve as secretary-treasurer. If
necessary, we will appoint two (2) additional Directors to fill the expanded
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five member board of directors from a list of independent candidates that we are
currently reviewing.
Under new leadership, we can turn the corner of doom in less than 12 months and
be on our way to becoming a FIRST CLASS company. If I don't deliver what I am
preaching deliver by this time next year then you have the voting power to make
whatever changes you want at the 2006 Annual Meeting of Shareholders. Remember,
this is your company and you the shareholders can and must control management
when it acts contrary to your financial interests!
At the Annual Meeting of Stockholders of Endovasc, Inc. to be held at Havens
Landing, 19785 State Highway 105 West, Montgomery, Texas, on December 17, 2004
(rescheduled from November 19, 2004 for lack of a quorum, management has
provided you with Proposal Nos. 1, 2, 3 and 4. Each and every one of these
proposals should be voted "NO" any your should vote "YES" to the Proposals A, B,
C and D of Dr. David P. Summers, PhD.
VOTE "NO" TO MANAGEMENT'S PROPOSALS
1. To elect one director to serve for a three-year term and until his or
her successor is elected and qualified.
2. To ratify the selection of Ham, Langston & Brezina LLP as independent
auditors for the fiscal year ending June 30, 2005.
3. To amend the Company's Articles of Incorporation to increase to
400,000,000 the number of shares of Common Stock, $.001 par value per share,
we are authorized to issue.
4. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
VOTE "YES" TO DR. DAVID P. SUMMERS PROPOSAL NOS. A, B, C AND D.
A. Fire all of the officers and directors of Endovasc, Inc.
B. Vote into office a new slate of three (3) directors and officers composed
of DR. DAVID P. SUMMERS, PHD to serve as a Director and President; JANET TAN to
serve as a Director; ROBERT A. BRANER to serve as a Director; and MELISSA BLUE
to serve as secretary-treasurer.
C. If necessary, we will appoint two (2) additional Directors to fill the
expanded five member board of directors from a list of independent candidates
that we are currently reviewing.
D. Give Dr. David P. Summers PhD your discretionary proxy to hold a meeting
of the majority shareholders of Endovasc, Inc. to immediately implement
Proposals A, B, and C.
Management has set the record date for the Annual Meeting is October 19,
2004. Holders of our Common Stock, $.001 par value per share, and holders of the
Company's Series NDC Common Stock, $.001 par value per share, of record as of
October 19, 2004 are entitled to notice of and to vote at the Annual Meeting.
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These proxy materials and the form of proxy accompanying them were first
sent or given to the Company's stockholders on October 25, 2004.
YOUR VOTE IS IMPORTANT. WE ASK YOU TO COMPLETE, DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
SIGNATURE OF A PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE THE PROXY IF YOU LATER
DECIDE TO ATTEND THE MEETING AND VOTE IN PERSON. IF YOU PLAN TO ATTEND THE
ANNUAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED IN THE NAME OF
YOUR BROKER, NOMINEE OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER, NOMINEE
OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES.
RESPECTFULLY SUBMITTED,
By: /s/ Dr. David P. Summers, PhD
-----------------------------
Dr. David P. Summers, PhD
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November 22, 2004
Montgomery, Texas 77356
DAVID P. SUMMERS, PHD
3158 CANTERBURY LANE
MONTGOMERY, TEXAS 77316
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PROXY STATEMENT OF DR. DAVID P. SUMMERS PHD
FOR RE-SCHEDULED ANNUAL MEETING OF THE
STOCKHOLDERS OF ENDOVASC, INC.
SET FOR DECEMBER 17, 2004, AND ANY ADJOURNMENTS
(Original Annual Meeting Date
November 19, 2004)
----------------
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO STOCKHOLDERS:
NOVEMBER 22, 2004
SOLICITATION BY DR. DAVID P. SUMMERS
The proxy furnished herewith, for use only at the Annual Meeting of
Stockholders of Endovasc, Inc. (the "Company") to be held at Havens Landing,
19785 State Highway 105 West, Montgomery, Texas, at 2 pm, local time, on
December 17, 2004 (having been rescheduled from November 19, 2004 for lack of a
quorum), and any and all adjournments thereof, is solicited by Dr. David P.
Summers PhD, individually. We are making this solicitation by mail and in person
or by telephone through Dr. David P. Summers, PhD and his proxy agents. We may
make arrangements with brokerage houses or other custodians, nominees and
fiduciaries to send proxy material to their principals. All expenses
incurred in this solicitation of proxies will be paid by Dr. David P. Summers,
PhD.
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As of the date of these proxy materials we are aware that management
plans on considering the following matters at the Annual Meeting:
1. The election of one director to the Board of Directors of the Company.
2. The ratification of Ham, Langston & Brezina LLP as the Company's
independent public accountants for the fiscal year ending June 30, 2005.
3. The amendment to the Company's Articles of Incorporation to increase
to 400,000,000 the number of shares of Common stock, $.001 par value per
share, we are authorized to issue.
QUORUM REQUIRED
At the Annual Meeting set-for November 19, 2004, there was a lack of a
quorum. The Annual Meeting had to be re-scheduled to December 19, 2004.
The Company has two classes of voting stock outstanding: the Common
Stock,$.001 par value per share, and the Series NDC Common Stock, $.001 par
value per share. Together, these classes represent all the voting interests
entitled to vote at the Annual Meeting. The presence of the holders of a
majority of the issued and outstanding voting interests entitled to vote, either
in person or represented by proxy, is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Proxies that withhold authority
to vote for a nominee or abstain from voting on any matter are counted for the
purpose of determining whether a quorum is present. Broker non-votes, which may
occur when a broker or nominee has not received timely voting instructions on
certain proposals, are not counted for the purpose of determining whether a
quorum is present. If there are not sufficient voting interests represented at
the Annual Meeting to constitute a quorum, the Annual Meeting may be adjourned
until a specified future date to allow the solicitation of additional proxies.
VOTE REQUIRED FOR ADOPTION OF CERTAIN MATTERS
Directors are elected by a plurality of the votes cast at the Annual
Meeting. The nominee that receives the greatest number of votes will be elected
even though the number of votes received may be less than a majority of the
voting interests represented in person or by proxy at the Annual Meeting.
Proxies that withhold authority to vote for a nominee and broker non-votes will
not prevent the election of such nominee if other stockholders vote for such
nominee and a quorum is present.
The ratification of Ham, Langston & Brezina LLP as the Company's
independent public accountants requires the affirmative vote of a majority of
the voting interests represented in person or by proxy at the Annual Meeting.
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Proxies that abstain from voting on this proposal have the same effect as a vote
against this proposal. Broker non-votes will not have any effect on this
proposal if a quorum is present.
The approval of the amendment to the Company's Articles of Incorporation to
increase the authorized Common Stock requires the affirmative vote of a majority
of the outstanding voting interests. Proxies that abstain from voting and broker
non-votes have the effect as a vote against this proposal.
Other matters that are properly brought before the Annual Meeting will
require the affirmative vote of at lease a majority of the voting interests
represented in person or by proxy at the Annual Meeting. We are not aware of any
other matters that will be brought before the Annual Meeting at the time these
Proxy Materials were mailed.
MAJORITY SHAREHOLDER VOTE IN LIEW OF MEETING
IS ALLOWED UNDER NEVADA LAW
Dr. David P. Summers, PhD is asking you to do two things in connection with this
proxy.
Vote "NO" to all of the proposals of managent.
Vote "YES" to all of the proposals A, B, C, and D of Dr. Summers as set-forth in
the BLUE PROXY.
DR. Summers wants your proxy vote "YES" so he can on your behalf fire all of the
directors and officers of Endovasc, Inc. on December 19, 2004 at the
re-scheduled Annual Meeting of shareholders. Next, Dr. Summers wants your proxy
vote "YES" so he can conduct a majority shareholders meeting in accordance with
Section 78.320 of the Nevada Revised Statutes.
Section 78.320 of the Nevada Revised Statutes (the "Nevada Law")provides that
the written consent of the holders of outstanding shares of voting capital
stock, having not less that the minimum number of votes which would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote on a matter were present and voted, may be substituted for
the special meeting. According to Section 78.390 of the Nevada Law, a majority
of the outstanding shares of voting capital stock entitled to vote on the
matter is required in order to, among other things, elect directors. In
order to eliminate the delays in time and costs involved in holding a special
meeting and in order to install a fully functioning board of directors as
early as possible in order to effectively govern the Company, the Company's
majority shareholders elected to utilize the written consent of the majority
shareholders of the Company in lieu of a calling a special meeting of the
shareholders.
REVOCABILITY OF PROXIES; DISCRETIONARY AUTHORITY
Any stockholder executing a proxy retains the right to revoke it by signing
and delivering a proxy bearing a later date, by giving notice of revocation in
writing to the Secretary of the Company at any time prior to its use, or by
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voting in person at the Annual Meeting. All properly executed proxies received
by us and not revoked will be voted at the Annual Meeting, or any adjournment
thereof, in accordance with the specifications of the stockholder.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At the close of business on October 19, 2004, the record date for the
Annual Meeting, the Company had outstanding 82,518,592 shares of Common Stock,
$.001 par value per share. In addition, the Company had outstanding 14,158,592
shares of Series NDC Common Stock, $.001 par value per share. Each outstanding
share of Common Stock and each outstanding share of Series NDC Common Stock is
entitled to one vote with respect to the election of a director to each director
positions, one vote with respect to the ratification of Ham, Langston & Brezina
LLP as the Company's independent public accountants, one vote with respect to
approval of the proposed amendment to the Articles of incorporation, and
one vote with respect to any other matter properly before the Annual
Meeting. Cumulative voting is not permitted under the Company's Articles
of Incorporation.
The following table lists the beneficial ownership of shares of the
Company's Common Stock and Series NDC Common Stock by (i) all persons and groups
known by the Company to own beneficially more than 5% of the outstanding shares
of the Company's Common Stock or Series NDC Common Stock, (ii) each director and
nominee, (iii) each of the Named Executive Officers; and (iv) all directors and
officers as a group. None of the directors, nominees or officers of the Company
owned any equity security issued by the Company's subsidiaries other than
director's qualifying shares. Information with respect to officers, directors
and their families is as of October 19, 2004 and is based on the books and
records of the Company and information obtained from each individual.
Information with respect to other stockholders is based upon the Schedule 13D or
Schedule 13G filed by such stockholders with the Securities and Exchange
Commission. Unless otherwise stated, the business address of each individual or
group is the same as the address of the Company's principal executive office.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of five directors, divided
into one group of one director and two groups of two directors. One group is
elected each year to serve a term of three years. The other directors continue
to serve for the remainder of their respective terms. The person named below has
been nominated by the Board of Directors for election at the Annual Meeting to
serve as a director until 2007. The nominee currently serves as a director of
the Company, and the Board of Directors believes that such nominee will be
willing and able to serve. If such person is unable to serve for good cause, or
is unwilling to serve for any reason, proxies will be voted for the election of
another person selected by the Board of Directors of the Company. WE RECOMMEND
THAT THE NOMINEE LISTED BELOW BE ELECTED BY THE STOCKHOLDERS. UNLESS OTHERWISE
SPECIFIED, ALL PROPERLY EXECUTED PROXIES RECEIVED BY US WILL BE VOTED AT THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF FOR THE ELECTION OF THE PERSON WHOSE
NAME IS LISTED IN THE FOLLOWING TABLE AS THE NOMINEE FOR DIRECTOR WHOSE TERM
WILL EXPIRE IN 2007.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held 15 meetings during the fiscal year ended June
30, 2004. During that period no director attended fewer than 75% of the
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aggregate of (a) the total number of meetings of the Board of Directors (held
during the period for which he or she was a director) and (b) the total number
of meetings held by all committees of the Board of Directors on which he or she
served (during the periods that he or she served).
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors consists of five persons, two of which are not
independent. During the year ended June 30, 2004, the Board of Directors did not
have any independent members and did not have a standing Audit Committee,
Nominating Committee or Compensation Committee. The Board of Directors performed
the functions of such committees. The independent directors now act as a
standing Audit Committee, Nominating Committee and Compensation Committee of
the Board of Directors and Mr. Prater has been determined by the Board of
Directors to be the Audit Committee financial expert.
NOMINATIONS TO THE BOARD OF DIRECTORS
We have difficulty in attracting and retaining independent directors
because of the risk of acting as a director for a public company, the lack of
compensation for our directors and the lack of liability insurance for serving
as a director. The Board of Directors has not adopted a formal procedure for the
nomination of candidates for the Board of Directors. All nominees are reviewed
by the entire Board of Directors. The names and relevant experience of nominees
may be submitted directly to the Company at its principal executive offices.
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders may communicate directly with the Board of Director by letter
addressed to the Board of Directors in care of the Corporate Secretary at the
Company's principal executive offices. The Secretary of the Company will provide
a copy of all such communications to the members of the Board of Directors and
will forward a response, if any, from any member of the Board of Directors to
the stockholder.
COMPENSATION OF DIRECTORS
Directors of the Company receive no compensation for their service as directors.
EXECUTIVE OFFICERS
The names, ages and positions of all the executive officers of the Company
as of October 13, 2004 are listed below. Dr. Dottavio was elected as the
Company's Chief Executive Officer on December 16, 2003. The term of each
executive officer will expire at the meeting of directors following this Annual
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Meeting of Stockholders. There exist no arrangements or understandings between
any officer and any other person pursuant to which the officer was elected.
Dr. Dottavio and Mr. Cantrell have been employed by as set forth in the
description contained under the heading "Election of Directors." Mr. Johnson has
been employed in various executive capacities by the Company since February 2003
and was named Vice President Business Development in August 2003. Prior to
joining the Company, Mr. Johnson, held several financial management positions
with the Alderwoods Group Inc., an operator of funeral homes and cemeteries.
There are no family relationships between any of the executive officers and
there is no arrangement pursuant to which any executive officer is elected as an
executive officer of the Company.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the aggregate compensation
paid or accrued by the Company during each of the last three fiscal years to or
for (i) any individual that held the office of Chief Executive Officer during
the year ended June 30, 2004 and (ii) each of the other four highest compensated
executive officers.
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GRANTS AND EXERCISES OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
In May 2002, the Company adopted the 2002 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan (the "2002 Plan")
under which the Company may grant options, warrants or restricted stock awards
relating to an aggregate of 18,750,000 shares of its stock to officers,
directors and consultants. The purpose of the 2002 Plan is to maintain the
ability of the Company to attract and retain highly qualified and experienced
directors, employees and consultants and to give such directors, employees and
consultants a continued proprietary interest in the success of the Company. In
addition, the 2002 Plan is intended to encourage ownership of Common Stock of
the Company by the directors, employees and consultants of the Company and to
provide increased incentive for such persons to render services and to exert
maximum effort for the success of the Company's business. The terms of any
grants under the 2002 Plan are determined in the sole discretion of the
Company's Board of Directors.
In May 2003, the Company adopted the 2003 Stock Compensation Plan (the
"2003 Plan") in order to attract and retain highly qualified and experienced
directors, employees and consultants and to give such directors, employees and
consultants a continued proprietary interest in the success of the Company.
Under the 2003 Plan, the Company may award up to 10,000,000 shares of its stock
or options to purchase its stock to the directors, employees and consultants of
the Company. All terms of the awards granted under the 2003 Plan are at the
discretion of the Board of Directors but will expire not more than ten years
from the date of grant.
No options or awards were granted to or exercised by any of the Named
Executive Officers under either the 2002 Plan or the 2003 Plan during the year
ended June 30, 2004, and there are no options outstanding under either the 2002
Plan or the 2003 Plan in the name of any Named Executive Officer as of June 30,
2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each officer and each director of the Company is required by Section 16(a)
of the Securities Exchange Act of 1934 to report to the Securities Exchange
Commission all transactions in the Company's Common Stock within a specified
time period. Except as set forth in the following table all persons who are or
were at any time during the year ended June 30, 2004 an officer or director or
10% stockholder of the Company timely filed all reports and reported all
transactions required to be reported under Section 16(a) of the Securities
Exchange Act of 1934. The following information is based on the contents of
reports filed by each individual with the Securities and Exchange Commission and
the written representations of our present executive officers that no Form 5 is
required to be filed by such executive offers.
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SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ham, Langston & Brezina LLP as
independent public accountants of the Company for the year ending June 30, 2005.
Neither such firm nor any of its associates has any relationship with the
Company or any affiliate of the Company other than the usual relationship
that exists between independent public accountants and clients. Although
invited by the Board of Directors, a representative of Ham, Langston &
Brezina LLP will not be present at the Annual Meeting. WE RECOMMEND THAT THE
APPOINTMENT OF HAM, LANGSTON & BREZINA LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2005 BE RATIFIED BY THE
STOCKHOLDERS. UNLESS OTHERWISE INDICATED, ALL PROPERLY EXECUTED PROXIES
RECEIVED BY THE COMPANY WILL BE VOTED FOR SUCH RATIFICATION AT THE ANNUAL
MEETING OR ANY ADJOURNMENT THEREOF. The ratification of Ham, Langston &
Brezina LLP as the independent public accountants of the Company will not be
binding on the Company and the Board of Directors may select a new firm to
act as the independent public accountants of the Company at any time in their
discretion. An adverse vote will be considered a direction to the Board of
Directors to select other independent public accountants in the following
year.
AUDIT FEES
The aggregate fees billed for professional services rendered by the
Company's independent auditors for the audit of the Company's financial
statements for the fiscal year ended June 30, 2004 and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for that fiscal year were $ 54,201. The aggregate fees billed for professional
services rendered by the Company's independent auditors for the audit of the
Company's financial statements for the fiscal year ended June 30, 2003 and for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB for that fiscal year were $45,758.
AUDIT-RELATED FEES
The Company was not billed by the Company's principal independent
accountant for assurance or related services in connection with the audits of
the Company's financial statements during the last two fiscal years.
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TAX FEES
The Company was not billed by the Company's principal independent
accountant for tax compliance, tax advice or tax planning during the last two
fiscal years.
ALL OTHER FEES
No other fees were billed any other professional services rendered by the
Company's independent auditors for the year ended June 30, 2004 and for the year
ended June 30, 2003.
PRE-APPROVAL PROCESS
The Board of Directors meets with the principal independent auditors at
least once each year to establish the scope and cost of the annual audit. The
Company's principal independent auditors are not authorized perform other
services for the Company without the express prior approval of the Board of
Directors, which approval was obtained in connection with all non-audit services
during the year ended June 30, 2004.
AMENDMENT TO ARTICLES OF INCORPORATION
As of October 19, 2004, we had outstanding 96,667,138 shares of our Common
Stock, $.001 par value per share, consisting of 82,518,546 shares of Common
Stock and 14,158,592 shares of our Series NDC Common Stock, leaving a total of
103,322,862 shares of authorized and unissued Common Stock. The market price for
shares of our Common Stock at October 19, 2004 was approximately $.09 per share.
Our Board of Directors has authorized the filing of an election to become a
Business Development Company pursuant to Section 54 of the Investment Company
Act of 1940 and the offering of shares of our Common Stock, $.001 par value per
share, having a value of up to $5,000,000 pursuant to Regulation E under the
Securities Act of 1933. Proceeds from the offering will be used to pay our
operating costs and to make additional investment in our wholly owned
subsidiaries. Based on the number of authorized and unissued shares of Common
Stock and the anticipated market price of our Common Stock in the offering, we
believe that substantially all of our authorized and unissued Common Stock may
be required to complete this offering or that the amount that we could raise in
such offering will be limited by the number of our authorized shares. If that
occurs, we will not have any authorized and unissued shares available to raise
additional funds in the future.
We have no present intention to issue the additional shares that will be
authorized except as may be necessary in connection with the offering under
Regulation E. However, as indicated in our Annual Report, we are substantially
dependent on the sale of our Common Stock to fund operations and, if the
proceeds of the offering under Regulation E are not sufficient for that purpose,
we may sell additional shares of Common Stock.
The Board of Directors has adopted an amendment to the Company's Articles
of Incorporation to increase the authorized Common Stock, $.001 par value per
share, from 200,000,000 shares to 400,000,000 shares. WE RECOMMEND THAT THE
STOCKHOLDERS OF THE COMPANY APPROVE THE AMENDMENT TO THE ARTICLES OF
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INCORPORATION INCREASING THE NUMBER OF SHARES OF COMMON STOCK, $.001 PAR VALUE
PER SHARE, THAT THE COMPANY IS AUTHORIZED TO ISSUE TO 400,000,000. UNLESS
OTHERWISE INDICATED, ALL PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY WILL
BE VOTED FOR APPROVAL OF THE PROPOSED AMENDMENT.
POTENTIAL DEFENSES AGAINST HOSTILE TAKEOVERS
The increase in the number of authorized and unissued shares of Common
Stock may have the effect of discouraging an offer to acquire control of the
Company and could be used by us to prevent any person from gaining control of
the Company without our consent. The following discussion summarizes the
operation and effect of certain provisions in the Company's Articles of
Incorporation, including the increase in the authorized and unissued shares of
Common Stock, which may have an anti-takeover effect by making any attempted
acquisition of control more costly.
Authorized Shares of Common Stock. The Company's Articles of Incorporation,
after amendment, would authorize the issuance of up to 400,000,000 shares of
Common Stock, $.001 par value per share. Authorized and unissued shares of
Common Stock may be issued by us without consent or approval of the stockholders
of the Company and could be used to fund a stockholders' rights plan or other
anti-takeover provision or issued by us to a friendly stockholder to prevent the
acquisition of control by an unfriendly stockholder. The existence of a large
number of authorized and unissued shares of Common Stock may discourage any
offer by a person seeking control without our prior approval and may deprive the
stockholders of the Company of the ability to approve or disapprove a change in
control of the Company.
Authorized Shares of Preferred Stock. The Company's Articles of
Incorporation presently authorize the issuance of up to 20,000,000 shares of
serial preferred stock, which may be issued by us without any action on the part
of the stockholders. We may establish preferential rights to vote, receive
distributions or approve actions by the Company in the preferred stock and
provide that the holders of the preferred stock must separately approve any
merger by the Company. Authorized and unissued shares of preferred stock could
also be used to fund a stockholder's rights plan or other anti-takeover
provision or issued by us to a friendly stockholder to prevent the acquisition
of control by an unfriendly stockholder. The existence of a large number of
authorized and unissued shares of preferred stock may discourage any offer by a
person seeking control without our prior approval and may deprive the
stockholders of the Company of the ability to approve or disapprove a change in
control of the Company.
Stockholder Meetings. The Company's Articles of Incorporation presently
provide that annual stockholder meetings may be called only by the Board of
Directors or its duly designated committee. Although we believe that this
provision will discourage stockholder attempts to disrupt the business of the
Company between Annual Meetings, its effect may also deter unfriendly attempts
to gain control of the Company and may make it more difficult for any
stockholder to remove a director or elect new directors.
15
Classified Board of Directors and Removal of Directors. The Company's
Articles of Incorporation presently provide for a "classified" board of
directors in which one group of directors is elected at each Annual Meeting of
stockholders. A classified board of directors could make it more difficult for
stockholders, including those holding a majority of the Company's outstanding
stock, to force an immediate change in the composition of a majority of the
board of directors. Since the terms of only one-third of the incumbent directors
expire each year, it requires at least two annual elections for the stockholders
to change a majority, whereas a majority of a non-classified board may be
changed in one year. Moreover, the provisions providing for a classified board
of directors may be amended only with the consent of 75% of the outstanding
voting interests entitled to vote and a director may be removed only for cause
and with the consent of 75% of the outstanding shares of stock entitled to vote.
Restriction on Filling Vacancies on the Board of Directors. The Company's
Articles of Incorporation presently provide that the number of directors
(exclusive of directors, if any, to be elected by the holders of preferred
stock) may be increased only with the consent of two-thirds of the entire Board
of Directors. This makes it difficult for a stockholder, even one holding a
majority of the outstanding voting interests, to gain control by increasing the
size of the Board of Directors and electing additional directors to fill the
vacancies.
Advance Notice Requirements for Nomination of Directors and Proposal of New
Business at Annual Stockholder Meetings. The Company's Articles of Incorporation
presently provide that any stockholder desiring to make a nomination for the
election of directors or a proposal for new business at a stockholder meeting
must submit written notice not less than 30 or more than 60 days in advance of
the meeting. This advance notice requirement may give management time to solicit
its own proxies in an attempt to defeat any dissident slate of nominations or
oppose any such proposal. Such provisions could make it more difficult to oppose
management's nominees or proposals, even if the stockholders believe such
nominees or proposals are not in their interests.
MATERIAL INCORPORATED BY REFERENCE
In accordance with the rules and regulations of the Securities and Exchange
Commission, we incorporate the following information by reference to our Annual
Report on Form 10-KSB, a copy of which has been furnished to each stockholder
that is entitled to notice of or vote at our Annual Meeting.
Respectfully submitted,
/s/ DR. DAVID P. SUMMERS, PHD
---------------------------------
DR. DAVID P. SUMMERS, PHD
Individual Shareholder
Dated: Montgomery, Texas
November 22, 2004
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FORM OF PROXY APPENDIX
DR. DAVID P. SUMMERS, PHD
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 17, 2004
(RESCHEDULED FROM NOVEMBER 19, 2004)
COMMON STOCK AND SERIES NDC COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF DR. DAVID P. SUMMERS
The undersigned hereby appoints Dr. David P. Summers, PhD attorney in
fact and proxy with full power of substitution to vote, as designated on
the reverse side, all shares of Common Stock, $.001 par value and/or all
shares of Series NDC Common Stock, $.001 par value, of Endovasc, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders
to be held at 19785 Highway 105 W., Montgomery, TX on December 17, 2004 as
originally scheduled for November 19, 2004 at 2 pm and any adjournments thereof,
upon all matters which may properly come before said Annual Meeting.
THIS BLUE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED
ON THE REVERSE SIDE HEREOF. IF THE "YES" CHOICE IS MARKED, THE UNDERSIGNED
GRANTS THE PROXY AUTHORITY WITH RESPECT TO VOTING "NO" TO ALL OF THE PROPOSALS
OF MANAGEMENT NO. 1 THROUGH 4 INCLUSIVE AND DISCRETIONARY AUTHORITY TO DR. DAVID
P. SUMMERS PHD TO NOMINATE AND ELECT A NEW SLATE OF DIRECTORS AND OFFICERS OF
THE COMPANY AS PROPOSED. IN ADDITION, THE UNDERSIGNED GRANTS DR. DAVID P.
SUMMERS DISCRETIONARY AUTHORITY TO VOTE ON ANY MATTER OF WHICH SHAREHOLDERS
MAY NOT HAVE RECEIVED NOTICE FROM THE COMPANY AND ANY AND ALL OTHER MATTERS
INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
Any proxy heretofore given by the undersigned with respect to such stock is
hereby revoked. Receipt of the Notice of the Annual Meeting, Proxy Statement and
Annual Report to Stockholders is hereby acknowledged.
(Please date and sign proxy on reverse side and return in enclosed envelope)
17
DR. DAVID P. SUMMERS PHD RECOMMENDS A "NO" VOTE
AGAINST ALL OF MANAGEMENT'S PROPOSALS 1 THROUGH 4 INCLUSIVE
AND A "YES" VOTE IN FAVOR OF HIS PLAN NO. A, B, C, AND D
DR. DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO. 1
1. Election of M. Dwight Cantrell as a Director
AGAINST OR "NO" [ ] Tick Box Here
DR. DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO. 2 (thereby reserving retention of accountants to new management).
2. Approval of Ham, Langston & Brezina LLP as independent public accountants
of the Company.
AGAINST OR "NO" [ ] Tick Box Here
DR. DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO. 3
3. Approval of the Amendment to the Articles of Incorporation to increase the
number of shares of Common Stock authorized.
AGAINST OR "NO" [ ] Tick Box Here
DR. DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "YES" TO HIS PLAN and AND
GRANT HIM BOTH AN EXPRESS AS TO NOS. A, B AND C AND A DISCRETIONARY PROXY AS TO
NO. D.
A. Fire all of the officers and directors of Endovasc, Inc.
FOR OR "YES" [ ] Tick Box Here
B. Vote into office a new slate of three (3) directors and officers composed
of DR. DAVID P. SUMMERS, PHD to serve as a Director and President; JANET TAN to
serve as a Director; ROBERT A. BRANER to serve as a Director; and MELISSA BLUE
to serve as secretary-treasurer.
FOR OR "YES" [ ] Tick Box Here
C. If necessary, we will appoint two (2) additional Directors to fill the
expanded five member board of directors from a list of independent candidates
that we are currently reviewing.
FOR OR "YES" [ ] Tick Box Here
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D. Give Dr. David P. Summers PhD your discretionary proxy to hold a meeting
of the majority shareholders of Endovasc, Inc. to immediately implement
Proposals A, B, and C.
FOR OR "YES" [ ] Tick Box Here
Date: , 2004 Printed Name
------------- of Stockholder:
------------------------
Signature:
-----------------------------
(*Signature must be exactly as the name of the
stockholder appears on the certificate
representing shares of the Company's stock).
19