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.
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(Exact name of registrant as specified in its charter)
Delaware
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(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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[X] 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
[X] 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
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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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<PAGE>
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 provide for dissenter's rights of appraisal in connection with
the Name Change or Recapitalization.
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
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<PAGE>
DeCompany's 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 500,000 shares(1) 4.5%
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 shares(2) 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 as a 9,625,000 shares 87.5%
Stock par value 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
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(1) The Company has authorized the issuance to Richard D.Surber, President
of the Company, 500,000 shares of stock for services rendered to the Company.
(2) 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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<PAGE>
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.
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 17, 2000
By Order of the Board of Directors
/s/Richard Surber
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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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