UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
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 14c-5(d)(2))
[X] Definitive information statement
Eaton Laboratories, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the 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 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: N/A
[ ] 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: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
Eaton Laboratories, Inc.
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9
June 4, 2007
To the Shareholders:
The purpose of this Information Statement is to is to inform the holders of
record, as of the close of business on June 26, 2007 (the "Record Date"), of
shares of common stock, par value $0.001 per share (the "Common Stock") of
Eaton Laboratories, a Nevada corporation ("Eaton" or the "Company"), that five
holders of approximately 92% of our capital stock as of the Record Date have
given written consent as of May 1, 2007, to approve the following:
1. To increase the authorized capital of the Corporation from Eighty
Million (80,000,000) to One Hundred Eighty Million (180,000,000)
shares of common stock;
2. To reflect a forward Stock Split on the ratio of two new shares for
one old share; and
3. To reflect that the Corporation's name be, and hereby is, changed
to Hydrogen Hybrid Technologies, Inc.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon the increase of authorized shares, the forward stock
split and the corporate name change as described in this Information
Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about June 6, 2007.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose
of informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
By Order of the Board of Directors
/s/ Ira Lyons
- -----------------------
Ira Lyons
President and Director
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Eaton Laboratories, Inc.
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This Information Statement is being provided to the Shareholders of Eaton
Laboratories, Inc. ("Eaton" or the "Company"), in connection with our prior
receipt of approval by written consent, in lieu of a meeting of shareholders,
to approve the following:
1. To increase the authorized capital of the Corporation from Eighty
Million (80,000,000) to One Hundred Eighty Million (180,000,000)
shares of common stock;
2. To reflect a forward Stock Split on the ratio of two new shares for
one old share; and
3. To reflect that the Corporation's name be, and hereby is, changed
to Hydrogen Hybrid Technologies, Inc.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company will promptly deliver a separate
copy of this Information Statement and future stockholder communication
documents to any stockholder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any
stockholder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
Eaton Laboratories, Inc.
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
Information on Consenting Stockholders
Pursuant to the Company's Bylaws and the Nevada Corporate Law, the amendments
to our Articles of Incorporation (the "Amendment") must be approved by the
vote of the holders of shares representing a majority of the voting power of
the common stock. The Company's Articles of Incorporation do not authorize
cumulative voting.
1
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, the Company had 80,000,000 authorized shares of common
stock, of which 60,373,750 were issued and outstanding. The consenting
stockholders, who consist of five current stockholders of the Company, are
collectively the record and beneficial owners of 55,500,000 shares, which
represents approximately 92% of the issued and outstanding shares of the
Company's outstanding common stock. The consenting stockholders voted in
favor of the actions described by written consent, dated May 1, 2007. Each
share of Common Stock entitles the holder to one (1) vote on all
matters submitted to the shareholders.
Under Nevada corporation law and the Company's bylaws, the consent of the
holders of a majority of the voting power is effective as stockholders'
approval. We will file an Amendment to the Articles of Incorporation of the
Company (the "Amendment") in order to increase the number of authorized
shares and change the name of the Company, in accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the Amendment will not be filed with the Secretary of
State of Nevada or become effective until at least twenty (20) calendar days
after the mailing of this Information Statement.
Security Ownership of Certain Owners and Management
- ---------------------------------------------------
The following Table sets forth the Common Stock ownership information as
of June 4, 2007, with respect to (i) each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the Amendment described herein, and (iv)
all directors, executive officers and designated shareholders of the Company
as a group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- ----------------------------------------------------------------------------
Common Ira Lyons(2) President 2,000,000 3.3%
Common Tom Rand(3) Treas/Sec. 0 0.0%
Common Frank Carino(4) Shareholder 41,000,000 67.9%
Common T. J. Jesky (5) Shareholder 5,500,000 9.1%
Common Mark DeStefano (6) Shareholder 5,000,000 8.3%
Common CHEC(7) Shareholder 2,000,000 3.3%
Common HHT ESOP(8) Shareholder 4,500,000 7.5%
- -----------------------------------------------------------------------------
All Executive Officers, Directors
as a Group (2 persons) 2,000,000 3.3%
2
(1) The percentages listed in the percent of class column are based upon
60,373,750 issued and outstanding shares of Common Stock.
(2) Ira Lyons, 182 Wellington St. W, Bowmanville, Ontario L1C 1W3
(3) Tom Rand, 182 Wellington St. W, Bowmanville, Ontario L1C 1W3
(4) Frank Carino, 182 Wellington St. W, Bowmanville, Ontario L1C 1W3
(5) T. J. Jesky, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107.
(6) Mark DeStefano, Founder, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107.
(7) Canadian Hydrogen Energy Company Ltd., 182 Wellington St. W,
Bowmanville, Ontario L1C 1W3
(8) Hydrogen Hybrid Technologies ESOP, 182 Wellington St. W, Bowmanville,
Ontario L1C 1W3
===============================================================================
EXPLANATION OF ACTIONS TO BE TAKEN
ITEM 1
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
As of the Record Date, we were authorized, pursuant to our Articles of
Incorporation, as amended to date, to issue up to 80,000,000 shares of our
common stock and 20,000,000 shares of our preferred stock. We propose to
increase our authorized shares from Eighty Million (80,000,000) to One
Hundred Eighty Million (180,000,000) shares of common stock and maintain
20,000,000 preferred shares.
As of June 4, 2007 there 60,373,750 shares of the Company's Common Stock
issued and outstanding. Additionally, as of the Record Date, the Board and
majority of shareholders have approved a two-for-one forward stock split.
The Company does not have enough authorized shares to accommodate a forward
stock split.
The holders of shares representing a majority of the Company's outstanding
voting stock have given their written consent to increase the number of
authorized shares. Under Nevada corporation law and the Company's bylaws,
the consent of the holders of a majority of the voting power is effective as
stockholders' approval. We will file an Amendment to the Articles of
Incorporation of the Company (the "Amendment") in order to increase the
number of authorized shares, provided, however, that in accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the increase in the number of authorized shares
Amendment will not be filed with the Secretary of State of Nevada or become
effective until at least twenty (20) calendar days after the mailing of this
Information Statement.
3
In light of the Company's current authorized capital, management believes
that the proposed amendment to increase the Company's authorized common
shares from Eighty Million (80,000,000) to One Hundred Eighty Million
(180,000,000) shares of common stock would benefit the Company by:
1. allowing the Board of Directors to approve and execute a two-for-one
forward stock split;
2. allowing the Board of Directors to issue additional equity securities to
raise additional capital;
3. allowing the Board of Directors to pursue strategic investment and
technology partners;
4. allowing the Board of Directors to facilitate possible future
acquisitions; and
5. allowing the Company to provide stock-related employee benefits
As of the date of the Information Statement, the Company's primary source of
financing has been private sales of Common Stock or other equity securities,
as well as debt securities convertible into Common Stock. To facilitate
additional similar financing transactions, the authorized capital of the
Company will need to be increased pursuant to a shareholder-approved
amendment to the certificate of incorporation. As of the date of this
Information Statement, the Company had not entered into any definitive
agreements or arrangements relating to the issuance of additional shares of
the Company's common stock.
The Board of Directors believes that the increase in the Company's authorized
capital is necessary both to meet the Company's present commitments, and to
facilitate additional future financing transactions should they become
necessary.
For these reasons, the Company's Board of Directors has sought shareholder
approval of the proposed amendment to increase the Company's authorized
capital.
Depending upon the consideration per share received by the Company for any
subsequent issuance of Common Stock, such issuance could have a dilutive
effect on those shareholders who previously paid a higher consideration per
share for their stock. Also, future issuances of Common Stock will increase
the number of outstanding shares, thereby decreasing the percentage ownership
in the Company (for voting, distributions and all other purposes) represented
by existing shares of Common Stock. The availability for issuance of the
additional shares of Common Stock may be viewed as having the effect of
discouraging an unsolicited attempt by another person or entity to acquire
control of the Company. Although the Board of Directors has no present
intention of doing so, the Company's authorized but unissued Common Stock
could be issued in one or more transactions that would make a takeover of the
Company more difficult or costly, and therefore less likely. The Company is
not aware of any person or entity who is seeking to acquire control of the
Company. Holders of Common Stock do not have any preemptive rights to acquire
any additional securities issued by the Company.
4
ITEM 2
TWO FOR ONE FORWARD STOCK SPLIT
The Board of Directors of the Company has adopted a resolution to forward
split the Company's shares two-for-one, which will result in the issuance of
two (2) new shares ("New Shares") for each one (1) old share ("Old Shares")
of the Company's common stock held as of June 26, 2007 (the Split "Record
Date"). The holders of shares representing a majority of the Company's
outstanding voting stock have given their written consent to the forward
stock split. Under Nevada corporation law and the Company's bylaws,
the consent of the holders of a majority of the voting power is effective as
stockholders' approval. In accordance with the requirements of the
Securities Exchange Act of 1934 and Regulation 14C promulgated thereunder,
the forward stock split will not become effective until at least twenty (20)
calendar days after the mailing of this Information Statement.
The Board has determined that share liquidity would be enhanced by having
additional shares held by the Company's shareholders. The procedure for
shareholders of the Company as of June 26, 2007, the Split Record Date, to
obtain New Shares in exchange for Old Shares pursuant to the Stock Split
is set forth below under the heading "Effective Date."
ITEM 3
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors of the Company has adopted a resolution to change the
name of the corporation from "Eaton Laboratories" to "Hydrogen Hybrid
Technologies, Inc.". The holders of shares representing a majority of the
Company's outstanding voting stock have given their written consent to the
Corporate Name Change. Under Nevada corporation law and the Company's
bylaws, the consent of the holders of a majority of the voting power is
effective as stockholders' approval. We will file an Amendment to the
Articles of Incorporation of the Company (the "Amendment") in order to change
the name of the Company, provided, however, that in accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the name change Amendment will not be filed with the
Secretary of State of Nevada or become effective until at least twenty (20)
calendar days after the mailing of this Information Statement.
The Corporate Name Change has been approved because the new name represents
the Company's new business focus. Eaton commenced business in February, 2000
in order to develop generic pharmaceutical products. On March 30, 2007, the
Company entered into an Acquisition and Plan of Merger Agreement with
Hydrogen Hybrid Technologies, Inc., a private Canadian company. (See Current
Report filed with the Commission, dated March 30, 2007.) Pursuant to the
Acquisition and Plan of Merger, Hydrogen Hybrid Technologies, Inc. took
control of the Company. Hydrogen Hybrid Technologies is engaged in the
business of selling and distributing of on-board hydrogen generating and
injections systems for the Original Equipment Manufacturer, car and light
truck markets globally.
5
As a result of this change of direction, the Company's business focus now
deals with distributing of on-board hydrogen generating and injections
systems. The adoption of "Hydrogen Hybrid Technologies, Inc." as the new
name more clearly and accurately describes the Company's business focus.
With the name "Eaton Laboratories", there is no clear relationship to the
Company's current business activities. The name "Hydrogen Hybrid
Technologies, Inc." should allow the Company to develop a clearer and more
recognizable identity in the marketplace.
Effective Date
- --------------
Certificates for the Company's common stock that recite the name "Eaton
Laboratories" will continue to represent shares in the Company after the
Corporate Name Change has become effective. If, however, a stockholder
wishes to acquire a certificate reciting the name "Hydrogen Hybrid
Technologies, Inc." after the effectiveness of the Corporate Name Change,
the stockholder may do so by surrendering their certificate to the Company's
transfer agent with a request for a replacement certificate and the
appropriate stock transfer fee. The new certificate will reflect the name
change and two-for-one forward stock split.
The Company's transfer agent is:
Empire Stock Transfer Inc.
2470 St. Rose Parkway, Suite 304
Henderson, Nevada 89074
Tel: (702) 818-5898
Fax: (702) 974-1444
No Dissenter's Rights
- ---------------------
Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to our amendment, and we will not independently provide
our shareholders with any such right.
Nevada Anti-Takeover Provisions
- -------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Eaton. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the Eaton shares, unless the transaction is approved by
Eaton's Board of Directors. The provisions also prohibit the Company from
completing any of the transactions described in the preceding sentence with a
10% shareholder who has held the shares more than three years and its related
entities unless the transaction is approved by our Board of Directors or a
majority of our shares, other than shares owned by that 10% shareholder or
any related entity. These provisions could delay, defer or prevent a change
in control of Eaton.
6
Conclusion
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As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
Amendment. Your consent to the Amendment is not required and is not
being solicited in connection with this action. This Information
Statement is intended to provide our stockholders information required by
the rules and regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: June 4, 2007 Eaton Laboratories, Inc.
By: /s/ Ira Lyons
----------------------------------
Ira Lyons
President and Director
7
Exhibit "A"
PROPOSED
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
EATON LABORATORIES, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Eaton Laboratories (the "Corporation") is a corporation formed
under the laws of the State of Nevada, and its Articles of Incorporation were
filed in the office of the Secretary of State on February 2, 2000 (filed
#C2858-00).
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE I and ARTICLE IV and replacing it in its entirety with the
following amendments:
ARTICLE I: The name of the corporation shall be:
Hydrogen Hybrid Technologies, Inc.
ARTICLE IV: Capital Stock:
"Authorized Shares: The aggregate number of shares which the corporation
shall have authority to issue shall consist of 180,000,000 shares of Common
Stock having a $0.001 par value, and 20,000,000 shares of Preferred Stock
having a $.001 par value. The Common and/or Preferred Stock of the Company
may be issued from time to time without prior approval by the stockholders.
The Common and/or Preferred Stock may be issued for such consideration as may
be fixed from time to time by the Board of Directors. The Board of Directors
may issue such share of Common and/or Preferred Stock in one or more series,
with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions."
3. This amendment to the Articles of incorporation has been duly
adopted in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 60,373,750; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was 55,500,000
(92%) and the number voted against such amendment was 0 (0%).
The undersigned has signed these Articles on [date] ____, 2007.
/s/
---------------------------
By: Ira Lyons
Title: President and Director