UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 3, 2000
Vaxcel, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
922389-101 582027283
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(CUSIP Number) (IRS Employer Identification Number)
c/o Richard Surber, President
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073 Ext. 106
(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
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
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VAXCEL, INC.
(Name of Registrant as Specified in its Charter)
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<PAGE>
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14(c)-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: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $125.00
[ ] 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 No.:
3) Filing Party:
4) Date Filed
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VAXCEL, INC.
268 WEST 400 SOUTH, SUITE 300
SALT LAKE CITY, UTAH 84101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken on January 31 and February 16, 2000.
To the Stockholders of Vaxcel, Inc.:
Notice is hereby given that by Written Consent by the holder of a majority
of the outstanding common stock of Vaxcel, Inc. (the "Company") the name of the
Company has been changed from Vaxcel, Inc. to Chattown.com Network, Inc. and the
number of authorized $0.001 par value shares of the Common Stock of the Company
has been increased from 30,000,000 to 200,000,000. The number of preferred
shares authorized remains at 2,000,000.
Only stockholders of record at the close of business on February 23, 2000
shall be given Notice of the Action by Written Consent. The Company is not
soliciting proxies.
By Order of the Board of Directors
/s/Richard Surber
-------------------------
President of the Company
This information Statement is being furnished to all holders of the
Common Stock, $.001 par value per share, of the Company in connection with the
Action by Written Consent to amend the Company's Certificate of Incorporation.
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ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the $0.001 par
value common stock of Vaxcel, Inc., a Delaware Corporation ("Vaxcel"), in
connection with resolutions of the Board of Directors and the written consent of
a holder of in excess of 50% of the $0.001 par value common stock of Vaxcel
providing for amendments to Vaxcel's Articles of Incorporation changing the name
of Vaxcel to "Chattown.com Network, Inc.," and increasing Vaxcel's authorized
common shares from 30,000,000 shares of $0.001 par value common stock to
200,000,000 shares of $0.001 par value common stock.
The Board of Directors and a person owning the majority of the outstanding
voting securities of Vaxcel have unanimously adopted, ratified and approved
resolutions to effect the name change and recapitalization, and to approve the
Stock Purchase Agreement. No other votes are required or necessary. See the
caption "Vote Required for Approval," below. The Amendments were filed and
became effective on February 3, 2000 (Increase in Authorized Shares) and
February 22, 2000 (Name Change).
New stock certificates taking into account the Name Change may be obtained from
American Stock Transfer and Trust Company, whose address and telephone number
are as follows:
40 Wall Street
New York, NY 10005
Telephone 212-936-5100
No transfer fee is required to effect such a transfer. Stock certificates being
transferred into the present owner's name need not be signed or guaranteed.
Those being transferred to someone other than the present record owner must be
signed and bear a "Medallion Member" bank or broker/dealer signature guarantee.
The Form 10-K filed by Vaxcel with the Securities and Exchange Commission may be
viewed on the Securities and Exchange Commission's web site at www.sec.gov in
the Edgar Archives. Vaxcel is presently "current" in the filing of all reports
required to be filed by it. See the caption "Additional Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware ("the Delaware Law") does
not for dissenter's rights of appraisal in connection with the Name Change,
Recapitalization, or adoption of the Stock Purchase Agreement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on February 23, 2000 as
the record date for the determination of the common shareholders entitled to
notice of proposed action by written consent.
At the record date, the Company had outstanding 10,994,656 shares of $0.001 par
value common stock. A-Z Professional Consultants ("A-Z") holds 9,625,000 shares
of the $0.001 par value common stock of the Company as of the record date,
representing more than a majority of the company's outstanding common stock. A-Z
has consented to the action required to effect the proposed amendments to the
Company's Articles of Incorporation. This consent will be sufficient, without
any further action, to provide the necessary stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership
of the Company's
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Common Stock, (no shares of preferred stock are outstanding) as of February 23,
2000 by (i) each person who is known by the Company to own beneficially more
than five percent (5%) of the outstanding shares of Common Stock; (ii) each of
the Company's named Executive Officers and Directors; and (iii) all Directors
and Executive Officers as a group:
<TABLE>
<CAPTION>
Title of Class Name & Address of Beneficial Owner Amount & Nature of Percent
Beneficial Ownership of Class
<S> <C> <C> <C>
Common Voting Richard D. Surber 0 0%
Stock par value 268 West 400 South, Suite 300
$0.001 Salt Lake City, Utah 84101
Common Voting A-Z Professional Consultants, Inc. 9,625,000 shares 87.5%
Stock par value 268 West 400 South, Suite 300
$0.001 Salt Lake City, Utah 84101
Common Voting BonnieJean Tippetts 9,625,000 shares1 87.5%
Stock par value 268 West 400 South, Suite 300 (Beneficial)
$0.001 Salt Lake City, Utah 84101
Common Voting Directors and Executive Officers 9,625,000 shares 87.5%
Stock par value as a Group
$0.001
</TABLE>
As of February 23, 2000, the Company had 10,994,656 shares of its common voting
stock issued and outstanding
VOTE REQUIRED FOR APPROVAL
Section 242 of the corporation laws of the State of Delaware provides an outline
of the scope of amendments that a Delaware corporation can make to its Articles
of Incorporation. These include the amendments discussed herein. The procedure
and requirements to effect an amendment to the Articles of Incorporation of a
Delaware corporation are set forth in Section 242. Section 242 provides that the
proposed amendments must first be adopted by the Board of Directors and then
submitted to shareholders for their consideration at an annual or special
meeting and must be approved by a majority of the outstanding voting securities.
Section 228 of the Delaware corporation laws provides that any action required
to be taken at a special or annual meeting of the stockholders of a Delaware
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power. The Board of Directors of Vaxcel and a person owning in excess of 50% of
the outstanding voting securities of Vaxcel have adopted, ratified and approved
the name change and change in the authorized shares of Vaxcel.(See the heading
"Voting Securities and Principal Holders Thereof" above). No further votes are
required or necessary to effect the proposed amendments.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of issued
and outstanding shares of the Company's $0.001 par value common voting stock
outstanding on February 23, 2000, the record date for determining shareholders
who would have been entitled to notice of and to vote on the proposed amendments
to Vaxcel's Articles of Incorporation.
ITEM 2.
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(1) BonnieJean Tippetts is the President of A-Z Professional Consultants,
Inc.("A-Z"). She also serves as Vice-President and Secretary and a Director of
Vexcel. The shares owned by A-Z are attributed to Ms. Tippetts.
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STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
ITEM 3.
INTEREST 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 amendment to Vaxcel's Articles of Incorporation or in any action
covered by the related resolutions adopted by the Board of Directors, which is
not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Vaxcel, including its annual and quarterly
reports for the past twelve months, which have been filed with the Securities
and Exchange Commission, may be accessed through the EDGAR archives, at
www.sec.gov.
Dated: March 3, 2000
By Order of the Board of Directors
/s/Richard Surber
---------------------------
President of the Company
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EXHIBIT A
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
First: That at a meeting of the Board of Directors of Vaxcel, Inc.
held on February 16, 2000, resolutions were duly adopted setting forth
a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and resulting in
the entry of Shareholder Consent to Action without a Meeting by the
87% shareholder of said corporation approving the proposed action. The
resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of the corporation be
amended by changing Article First, "Name" so that, as amended, said
Article shall be and read as follows:
"The name of the corporation is Chattown.com Network, Inc."
Second: The necessary number of shares as required by statute were
voted in favor of the amendment.
Third: That said amendment was duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware.
Fourth: That the capital of said corporation shall not be reduced
under or by reason of said amendment.
Dated: February 16, 2000 BY: /s/ Richard D. Surber
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President and Director
NAME: Richard D. Surber
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Exhibit B
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
o First: That at a meeting of the Board of Directors of Vaxcel, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and resulting in the entry of Shareholder
Consents to Action without a Meeting by the eighty seven percent
shareholder of said corporation approving proposed actions. The
resolution setting forth the proposed amendment is as follows:
o Resolved, that the Certificate of Incorporation of the corporation be
amended by changing Article IV, "Capital Stock" so that, as amended,
said Article shall be and read as follows:
"The total number of shares of stock of all classes that the
Corporation shall have authority to issue is 202,000,000 shares,
consisting of the following classes:
(a) 200,000,000 shares of Common Stock, $.001 par value per
share (the "Common Stock");
(b) 2,000,000 shares of Series Preferred Stock, $.001 par
value per share (the "Preferred Stock")."
o Second: The necessary number of shares as required by statute were
voted in favor of the amendment.
o Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
o Fourth: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
BY: /s/ Richard D. Surber
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President and Director
NAME: Richard D. Surber
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