UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
GETTING READY CORPORATION
(Name of Registrant As Specified in 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:
(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 the amount on which the
filing fee is 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.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
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(4)Date Filed:
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GETTING READY CORPORATION
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Dear Stockholders:
We are writing to advise you that we intend to change the name of the
Company to Brickell Acquisition Group, Inc. This action was approved on
December 21, 2006 by the Board of Directors and shareholders who hold a
majority of our issued and outstanding voting securities by written consent
in lieu of a special meeting in accordance with the relevant sections of the
Delaware General Corporation Law.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above
before they take place in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934. This information statement is first mailed to you on
or about January 2, 2007.
Please feel free to call us at (305) 371-4112 should you have any
questions on the enclosed Information Statement. We thank you for your
continued interest in Getting Ready Corporation.
For the Board of Directors of
Getting Ready Corp.
By: /s/Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn,
Acting Chief Executive Officer
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GETTING READY CORPORATION
1428 Brickell Avenue, Suite 105
Miami, Florida 33131
Telephone (305) 371-4112
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Getting Ready Corporation, a Delaware corporation (the "Company") in
connection with the adoption of an Amendment to our Certificate of
Incorporation by written consent of our Board of Directors and the holders of
a majority of our issued and outstanding voting securities in lieu of a
special meeting. On December 21, 2006, our Board of Directors and the
holders of a majority of our common stock approved an amendment to our
Certificate of Incorporation to change our name to Brickell Acquisition
Group, Inc. (the "Amendment"). This action will become effective on the date
of filing the Amendment with the Delaware Secretary of State (the "Effective
Date of the Amendment") in accordance with the relevant sections of the
Delaware General Corporation Law.
As of December 18, 2006 there are 8,983,087 shares of our common stock
issued and outstanding. The following shareholders who collectively own
approximately 57.8% of our outstanding common stock, which is in excess of
the required majority of outstanding voting securities necessary for the
adoption of this action, have executed a written consent approving the
Amendment.
Stockholder No. of Shares Owned
Steven Jerry Glauser 1,724,929
Glenn L. Halpryn 1,006,250
Ernest M. Halpryn 1,312,453
Stephen H. Bittel 1,149,953
----------
TOTAL 5,193,585 (57.8%)
==========
The elimination of the need for a meeting of stockholders to approve
this action is made possible by Section 228 of the Delaware General
Corporation Law, which provides that the written consent of the holders of
outstanding shares of voting 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,
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may be substituted for such a meeting. In order to eliminate the costs
involved in holding a special meeting, our Board of Directors voted to
utilize the written consent of the holders of a majority in interest of our
voting securities.
Pursuant to Section 228 of the Delaware General Corporation Law, we are
required to provide prompt notice of the taking of the corporate action
without a meeting of stockholders to all stockholders who did not consent in
writing to such action. This Information Statement serves as this notice.
This Information Statement is first being mailed on or about January 2, 2007
to stockholders of record, and is being delivered to inform you of the
corporate actions described herein before they take effect in accordance with
Rule 14c-2 of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the beneficial owners of our voting securities held of record by them, and we
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
No Dissenter's Rights
No dissenter's rights are afforded to our stockholders under Delaware
law as a result of the adoption of the Amendment.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding
share on all matters submitted to our stockholders. The following table
contains information regarding record ownership of our common stock as of
December 18, 2006 held by:
* persons who own beneficially more than 5% of our outstanding
voting securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
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Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) Owned
- ----------------------------------------------------------------------
Steven Jerry Glauser 1,724,929 19.2%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Ernest M. Halpryn 1,312,453 14.6%
1428 Brickell Avenue, Suite 105
Miami, FL 33156
Glenn L. Halpryn 1,006,250 11.2%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Stephen H. Bittel 1,149,953 12.8%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Michael Feiner 574,976 6.4%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Alan Jay Weisberg 48,749 0.5%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Noah M. Silver 222,498 2.5%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Curtis Lockshin 10,000 0.1%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
All Officers and 1,287,497 14.3%
Directors as a Group(2)
Total Shares Outstanding
as of December 18, 2006 8,983,087
<FN>
(1) 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 ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
after December 18, 2006 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Unless otherwise indicated in the footnotes below, the persons
and entities named in the table have sole voting and investment power with
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respect to all shares beneficially owned, subject to community property laws
where applicable.
</FN>
THE AMENDMENT
On December 18, 2006, we had 8,983,087 shares of our common stock
outstanding. Currently, there are 499,000,000 shares of common stock
authorized. There are also 100,000,000 shares of preferred stock authorized,
none of which have ever been issued.
On December 4, 2006, a group of investors (the "New Control Group"),
headed by Glenn L. Halpryn of Miami, Florida, and Steven Jerry Glauser of
Denver, Colorado, purchased 89% of the outstanding common stock of the
Company from 45 shareholders of the Company pursuant to the terms of a stock
purchase agreement dated December 4, 2006. Including the restricted
securities issued by the Company for working capital following the purchase
of control, the New Control Group beneficially owns 93.3% of the outstanding
shares of the Company. The total consideration paid for the purchase of the
shares from the 45 shareholders and the purchase of the restricted shares
from the Company was $1,335,405.
THE BOARD OF DIRECTORS
In connection with the change of control, all of the Company's officers
and directors resigned. The following individuals were elected to our Board
of Directors to serve until their successors are elected:
DIRECTORS AND EXECUTIVE OFFICERS
The current directors and the executive officers of the Company who will
be appointed by the new Board of Directors are as follows:
NAME AGE POSITION
- ---- --- --------
Glenn L. Halpryn 45 Chairman of the Board of
Directors, Chief Executive
Officer and President
Alan Jay Weisberg 60 Chief Financial Officer and Director
Noah M. Silver 48 Vice President, Secretary,
Treasurer and Director
Curtis Lockshin 46 Director
Glenn L. Halpryn. Mr. Halpryn has been Chairman of the Board and Chief
Executive Officer of Orthodontix, Inc., a public company, since April 2001.
Mr. Halpryn is also Chief Executive Officer and a director of Transworld
Investment Corporation ("TIC"), serving in such capacity since June 2001.
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Since 2000, Mr. Halpryn has been an investor and the managing member of
investor groups that were joint venture partners in 26 land development
projects with one of the largest home builders in the country. From 1984 to
June 2001, Mr. Halpryn served as Vice President/Treasurer of TIC. From 1999,
Mr. Halpryn also served as Vice President of Ivenco, Inc. ("Ivenco") until
Ivenco's merger into TIC in June 2001. In addition, since 1984, Mr. Halpryn
has been engaged in real estate investment and development activities. From
April 1988 through June 1998, Mr. Halpryn was Vice Chairman of Central Bank,
a Florida state-chartered bank. Since June 1987, Mr. Halpryn has been the
President of and beneficial holder of stock of United Security Corporation
("United Security"), a broker-dealer registered with the NASD. From June
1992 through May 1994, Mr. Halpryn served as the Vice President, Secretary-
Treasurer of Frost Hanna Halpryn Capital Group, Inc., a "blank check" company
whose business combination was effected in May 1994 with Sterling Healthcare
Group, Inc. From June 1995 through October 1996, Mr. Halpryn served as a
member of the Board of Directors of Sterling Healthcare Group, Inc. During
2002, Mr. Halpryn became a director of Ivax Diagnostics, Inc., a publicly
held corporation, and is a member of its audit committee and chairman of its
compensation committee.
Alan Jay Weisberg. Mr. Weisberg has been the Acting Chief Financial
Officer of Orthodontix, Inc. since 1999 and a director and the Treasurer of
Orthodontix, Inc. since 2001. Since July 1986, Mr. Weisberg has been a
stockholder in the accounting firm of Weisberg Brause & Co., Boca Raton,
Florida. Mr. Weisberg has been the principal financial officer of United
Security since June 1987.
Noah M. Silver. Mr. Silver has been a director of Orthodontix, Inc.
since 2001. Mr. Silver has been the Chief Financial Officer of TIC since
June 2001, a firm in which Mr. Halpryn is the Chief Executive Officer and a
director. From March 2000, Mr. Silver served as the Chief Financial Officer
of Ivenco, serving in such capacity until Ivenco's merger into TIC in June
2001. From January 1997 through February 1999, Mr. Silver was the President
of Dryclean USA, Florida Division, and Dryclean USA Franchise Company. From
April 1995 through December 1996, Mr. Silver was the Florida Division
Controller and Vice President of Dryclean USA, the parent company of Dryclean
USA, Florida Division. Mr. Silver is a Certified Public Accountant and a
Certified Management Accountant and has earned a Master of Accounting Degree.
Curtis Lockshin. Since 2003, Dr. Lockshin has been an independent
pharmaceutical and life sciences consultant, focused on small companies that
seek to leverage their technology assets inside healthcare, biotechnology and
security sectors. At Sepracor Inc. from 1998 to 2002, as a Scientist,
Associate Director, and Director of Discovery Biology & Informatics, Dr.
Lockshin was instrumental in establishing the New Leads program, which
delivered novel chemical entities into the preclinical pipeline. In 2002-
2003, while Director of Discovery Biology at Beyond Genomics, Inc., Dr.
Lockshin co-developed strategies for utilizing proprietary technology
platforms in clinical trial optimization and prediction of off-target drug
activities. Dr. Lockshin's current activities include a program management
engagement with 3rd Millennium Inc. (Waltham, MA) and a business development
engagement with TelAztec LLC (Burlington, MA). Since 2004, Dr. Lockshin has
served on the Board of Directors of the Ruth K. Broad Biomedical Research
Foundation, a Duke University support corporation, which supports basic
research related to Alzheimer's disease and neurodegeneration via intramural,
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extramural, and international grants. Dr. Lockshin has been a director of
Orthodontix, Inc. since July 2006. Dr. Lockshin is a co-inventor on several
U.S. patents and applications covering pharmaceuticals, biomaterials, and
optics for remote biochemical sensing. He holds a Bachelor's degree in Life
Sciences and a PhD in Biological Chemistry, both from the Massachusetts
Institute of Technology.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 100 F Street, N.E,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the
SEC's web site at www.sec.gov.
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
GETTING READY CORPORATION
1. The name of the corporation filing these Articles of Amendment is
Getting Ready Corporation (the "Corporation").
2 Article One of the Certificate of Incorporation of the Corporation is
amended to read as follows:
Article One
Name: The name of the Corporation is BRICKELL ACQUISITION GROUP,
INC.
3. The foregoing amendment was duly adopted by unanimous written consent
of the directors and a majority of the shareholders of the Corporation on
December 21, 2006.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Getting Ready Corporation have executed this Certificate of Amendment on behalf
of the Corporation on this __ day of January, 2007.
GETTING READY CORPORATION
By: /s/Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn,
Chairman and President
By: /s/Noah M. Silver
---------------------------------------
Noah M. Silver,
Secretary
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