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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
Sterile Recoveries, Inc.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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 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.:
(3) Filing Party:
(4) Date Filed:
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NOTICE OF PROPOSED CORPORATE ACTION
Clearwater, Florida
January ____, 2000
To the Shareholders of
Sterile Recoveries, Inc.:
Sterile Recoveries, Inc., a Florida corporation (the "Company"), will
change its name to SRI/Surgical Express, Inc.
On December 12, 2000, the Board of Directors of the Company
unanimously approved the adoption of Articles of Amendment to the Articles of
Incorporation of the Company (the "Amendment") to change the name of the Company
to SRI/Surgical Express, Inc.
The Company's Board of Directors believes that approving the Amendment
is in the best interests of the Company and its shareholders.
On December ____, 2000, the holders of majority of the outstanding
shares of the Company's voting stock executed a written consent approving the
Amendment. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
The attached Information Statement is being provided to you pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. The
Information Statement contains a more detailed description of the Amendment. I
encourage you to read the Information Statement thoroughly.
By Order of the Board of Directors,
/s/ Richard T. Isel
Richard T. Isel, Chairman
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STERILE RECOVERIES, INC.
Sterile Recoveries, Inc.
28100 U.S. Highway 19 N., Suite 201
Clearwater, FL 33761
INFORMATION STATEMENT
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 shareholders of
Sterile Recoveries, Inc., a Florida corporation (the "Company"), in connection
with the adoption of Articles of Amendment to the Articles of Incorporation of
the Company (the "Amendment") by the written consent of the holders of a
majority in interest of the Company's voting stock (the "Voting Stock"). On
December 12, 2000, the Company's Board of Directors approved an amendment to the
Company's Articles of Incorporation to change its name from "Sterile Recoveries,
Inc." to "SRI/Surgical Express, Inc."
The proposed Amendment becomes effective as of January 1, 2001. On
December ___, 2000, shareholders representing a majority (approximately 57%, or
3,558,208 shares) of the Voting Stock gave their written consent to the adoption
of the Amendment. The filing of the amendment will occur on or about December
29, 2000. The date on which this Information Statement is intended to be sent o
the shareholders is on or about January ___, 2000. The record date established
by the Company for purposes of determining the number of outstanding shares of
Voting Stock of the Company is December 21, 2000 (the "Record Date").
The Company need not hold a special meeting of its shareholders to
approve the Amendment pursuant to Section 607.0704 of the Florida Business
Corporation Act (the "Florida Act"), which provides that an action required to
be taken at an annual meeting or special shareholders' meeting may be taken
without a meeting, without prior notice, and without a vote, if the action is
taken by written consent of the shareholders with at least the number of votes
needed to authorize the action at a meeting at which the shareholders were
present and voted. Pursuant to Section 607.1003 of the Florida Act, the
approval of a majority of the outstanding shares of Company's voting stock is
required to amend the Company's Articles of Incorporation. The consent process
eliminates the costs and management time involved in holding a special meeting
and permits the Company to effect the Amendment as early as possible.
Pursuant to Section 607.0704 of the Florida Act, the Company must
provide written notice of the taking of the corporate action without a meeting
to shareholders who have not consented in writing to the action within 10 days
after it takes the action. This Information Statement serves as written notice
to the shareholders of record of the action taken. No additional action will be
undertaken pursuant to this written consent.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
EXECUTIVE OFFICES
The Company's principal executive offices are located at Sterile
Recoveries, Inc., 28100 U.S. Highway 19 N., Suite 201, Clearwater, FL 33761. Its
telephone number is (727) 726-4421.
OUTSTANDING VOTING STOCK OF THE COMPANY
The record date of this solicitation is December 21, 2000 (the "Record
Date"). The following chart shows, as to each class of voting securities of the
Company entitled to vote at a meeting or by written consent if no meeting is
held, and as of the Record Date, the number of shares outstanding and the number
of votes to which each class is entitled:
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Class of Stock Voting Shares % of Voting Shares
-------------- ------------- ------------------
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Common 5,677,794 89.0%
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Preferred 566,667 11.0%
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TOTALS 6,244,461 100.00%
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ARTICLES OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
Generally.
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The Board of Directors of the Company has approved an amendment to Article
I of the Company's Articles of Incorporation to change the Company's name from
"Sterile Recoveries, Inc." to "SRI/Surgical Express, Inc."
Reasons for the Proposed Name Change.
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The Company's products and services are increasingly focused on the
Company's "Surgical Express" service program, pursuant to which the Company
provides to its customers all products required for certain surgical procedures,
including both reusable and disposable products. The name "Sterile Recoveries"
implies a focus on reusable products. The Company's Board of Directors believes
that the name change to "SRI/Surgical Express" better reflects the shift in the
Company's products and services away from strictly reusable products and toward
the more comprehensive Surgical Express program.
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No Dissenter's Rights.
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Under the Florida Act, shareholders are not entitled to dissenter's rights
with respect to the Company's proposed amendment to the Company's Articles of
Incorporation to change its name.
The complete text of the Articles of Amendment to the Articles of
Incorporation is set forth as Exhibit A to this Information Statement.
By Order of the Board of Directors,
/s/ James T. Boosales
James T. Boosales
Executive Vice President
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Exhibit A to the Information Statement
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
STERILE RECOVERIES, INC.
Pursuant to Section 607.1006 of the Florida Statutes, this Florida
corporation adopts the following Articles of Amendment to its Articles of
Incorporation:
ARTICLE I.
The name of the Corporation is STERILE RECOVERIES, INC.
ARTICLE II.
The Articles of Incorporation are amended by deleting Article I in its
entirety and replacing it with the following:
"ARTICLE I
The name of the Corporation is: SRI/Surgical Express, Inc."
ARTICLE III.
This amendment is effective as of January 1, 2001.
ARTICLE IV.
This amendment was approved by the Directors at a meeting on December 12,
2000, and by a number of shareholders sufficient for approval pursuant to a
written consent dated as of December ___, 2000.
These Articles of Amendment to the Articles of Incorporation are executed
on behalf of the Corporation by its Executive Vice President on December ___,
2000, to be effective as of January 1, 2001.
STERILE RECOVERIES, INC.
/s/ James T. Boosales
James T. Boosales
Executive Vice President
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