SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
TecScan International, Inc.
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Commission File Number: 000-30546
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applies:____________________________________________
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applies:_____________________________________________
3) Per unit price or other underlying value of transaction computed pursuant to
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calculated and state how it was determined): ___________________________________
4) Proposed maximum aggregate value of transaction: ________________
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 offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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TecScan International, Inc.
117 East Louisa Street, Suite 104
Seattle, Washington 98102
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY
SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that TecScan International, Inc. will change
its name to Bio-Life Labs, Inc. The name change was approved on April 14, 2004,
by unanimous approval of our Board of Directors. In addition, Nancy LeMay as
Trustee for certain shareholders holding a majority of our issued and
outstanding common stock, approved the name change by written consent in lieu of
a meeting on April 14, 2004, in accordance with the relevant sections of Nevada
Revised Statutes. Ms. LeMay is also our president, secretary and one of our
directors. The name change will not be effective until we amend our Articles of
Incorporation by filing a Certificate of Amendment to our Articles of
Incorporation with the Nevada Secretary of State. We intend to file the
Certificate of Amendment twenty days after this information statement is first
mailed to our shareholders.
Our purpose in changing our name to Bio-Life Labs, Inc. reflects the fact
that we entered into an agreement with all the shareholders of Bio-Life
Laboratories Corporation, a privately-held Nevada corporation ("BLL") to acquire
BLL as our wholly-owned subsidiary. We hope that the acquisition of BLL will
increase our profitability and the total value of the corporation to our
investors.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about April
28, 2004.
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,
/s/ Nancy LeMay
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Nancy LeMay
PRESIDENT
Los Angeles, California
April 26, 2004
TecScan International, Inc.
117 East Louisa Street, Suite 104
Seattle, WA 92663
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of our
majority shareholder, on April 14, 2004, in accordance with the relevant
Sections of the Nevada Revised Statutes. This action was taken by Nancy LeMay as
Trustee for certain shareholders who own in excess of the required majority of
our outstanding common stock necessary for the adoption of the action. Ms. LeMay
is our President, Secretary and one of our directors.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about April 28, 2004 to
shareholders of record on April 14, 2004. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On April 14, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to change
our corporate name to "Bio-Life Labs, Inc." On April 14, 2004, Nancy LeMay, as
Trustee for certain shareholders who own in excess of the required majority of
our outstanding common stock necessary for the adoption of the action, approved
the name change by action taken by written consent. Ms. LeMay is also our
President, Secretary and one of our directors. The full text of the proposed
amendment to the Articles of Incorporation is attached hereto as Exhibit A.
PURPOSE OF CHANGE IN NAME OF THE CORPORATION
Our Board of Directors believes it is desirable to change the name of the
Company to "Bio-Life Labs, Inc." Our purpose in changing our name to Bio-Life
Labs, Inc. ("BLL") reflects the fact that we have entered into a share exchange
agreement with all the shareholders of BLL to acquire BLL as our wholly-owned
subsidiary and will undertake a change in our business focus. We hope that the
acquisition of BLL will increase our profitability and the total value of the
corporation to our investors.
PROCEDURE FOR APPROVAL OF NAME CHANGE; VOTE REQUIRED
The Nevada Revised Statutes requires that, in order for us to amend our Articles
of Incorporation, such amendment must be approved by our Board of Directors and
approved by a majority of the outstanding shares entitled to vote. The Nevada
Revised Statutes also provides that any action which may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice, if
a consent in writing, setting forth the action so taken, shall be signed by the
holders of a majority of the outstanding shares entitled to vote.
On April 14, 2004, the record date for determination of the shareholders
entitled to receive this Information Statement, there were 47,091,805 shares of
common stock outstanding. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of our
shareholders. We needed the affirmative vote of at least a majority of the
outstanding shares of our common stock to approve the name change. Our Board, by
its unanimous written consent, adopted resolutions approving an amendment to our
Articles of Incorporation to effect the name change. By action of written
consent, dated April 14, 2004, Nancy LeMay as Trustee for certain shareholders
who own 35,000,000 shares of the issued and outstanding shares of our common
stock, or 74.3% of the issued and outstanding shares of our common stock,
approved the name change.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of the Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF TECSCAN INTERNATIONAL, INC. STOCK
The change in the name of TecScan International, Inc. will be reflected in its
stock records by book-entry in TecScan International, Inc.'s records. For those
shareholders that hold physical certificates, please do not destroy or send to
TecScan International, Inc. your common stock certificates. Those certificates
will remain valid for the number of shares shown thereon, and should be
carefully preserved by you.
DISSENTER'S RIGHTS
The Nevada Revised Statutes do not provide for dissenters' right of appraisal in
connection with the name change.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed name change, which is not shared by all other shareholders of
TecScan International, Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the shares of our common stock as of April 14, 2004, except as noted in the
footnotes below, by:
o Each person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days of April 14, 2004, are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of April 14, 2004, there were 47,091,805
shares of our common stock were issued and outstanding. Unless otherwise
indicated in the table, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the shareholder's name, subject to community property laws, where applicable.
The address of each shareholder is listed in the table
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TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF CLASS
OWNER BENEFICIAL OWNER
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Common Stock Nancy LeMay 35,000,000 shares (1) 74.3%
president, secretary, director
117 East Louisa Street, Suite 104
Seattle, WA 92663
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Common Stock Joseph McGhie no shares 0%
117 East Louisa Street, Suite 104 chief financial officer,
Seattle, WA 92663 director
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Common Stock David Karam no shares 0%
117 East Louisa Street, Suite 104 director
Seattle, WA 92663
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Common Stock All directors and named executive 35,000,000 shares (1) 74.3%
officers as a group
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(1) Ms. LeMay is Trustee for shareholders holding 35,000,000 shares of our
common stock.
Exhibit A
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
TECSCAN INTERNATIONAL, INC. INC.,
a Nevada corporation
Pursuant to the provisions of the Nevada Revised Statutes, TecScan
International, Inc., a Nevada corporation, adopts the following amendment to its
Articles of Incorporation.
1. The undersigned hereby certifies that on the 14th day of April,
2004, acting by written consent without a meeting, in accordance with the
provisions of Section 78.315 of the Nevada Revised Statutes and Section 2 of the
Bylaws of this Corporation, the Board of Directors approved, consented to,
affirmed, and adopted the following resolution:
BE IT RESOLVED, that the Secretary of the corporation is hereby ordered
and directed to obtain at least a majority of the voting power of the
outstanding stock of the corporation for the following purpose:
To amend Article I of the corporation's Articles of Incorporation to
provide that the name of the corporation shall be changed from TecScan
International, Inc. to Bio-Life Labs, Inc.
2. Pursuant to the provisions of the Nevada Revised Statutes, at least
a majority of TecScan International, Inc.'s shares entitled to vote, voted in
favor of the adoption of the Amendment to Article I of the Articles of
Incorporation as follows:
Article 1. The name of this corporation is Bio-Life Labs, Inc.
In witness whereof, the undersigned being the President and Secretary of
TecScan International, Inc., a Nevada corporation, hereunto affix their
signatures this ________ day of ________, 2004.
TecScan International, Inc.
By:
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Nancy LeMay, President
By:
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Nancy LeMay, Secretary