SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934 (Amendment No. )
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
Select Therapeutics Inc.
(Name of Registrant as Specified in Charter)
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[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.
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SELECT THERAPEUTICS INC.
124 Mt. Auburn Street - Suite 200N
Cambridge, Massachusetts 02138
(617) 520-6693
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement is being furnished to the stockholders of Select
Therapeutics Inc., a Delaware corporation (the "Company"), as of March 21, 2000,
in connection with the approval of an amendment to the Company's Certificate of
Incorporation (the "Amendment") by the written consent of the holders of a
majority in interest of the Company's outstanding Common Stock ("Common Stock"),
being the Company's sole voting capital stock, increasing the number of the
Company's authorized Common Stock from ten million (10,000,000) to fifty million
(50,000,000) shares. The Amendment, which the Company's Board of Directors
unanimously found advisable, will be filed with the Secretary of the State of
Delaware and will become effective on or about 20 calendar days from the date of
this Information Statement.
If the Amendment was not adopted by written consent, it would have been
required to be considered by the Company's stockholders at a special
stockholders meeting convened for the specific purpose of approving the
Amendment or at an annual stockholders meeting. The elimination of the need for
such a stockholders meeting is made possible by Section 228 of the Delaware
General Corporation Law (the "Delaware Law"), which provides that substituted
for such a stockholders meeting may be the written consent of the holders of
outstanding 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. Pursuant to Section 242 of the
Delaware Law, a majority
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of the outstanding stock entitled to vote thereon, and a majority of the
outstanding stock of each class of stock entitled to vote thereon as a class, is
required in order to amend the Company's Certificate of Incorporation. In order
to eliminate the costs and time involved in holding a special meeting and in
order to effect the Amendment as early as possible in order to accomplish the
purposes of the Company as hereafter described, the Company elected to seek the
written consent of the holders of a majority in interest of its voting capital
stock.
The Company is authorized to issue up to 10,000,000 shares of Common Stock
and 1,000,000 shares of Preferred Stock. The Common Stock is the sole class of
issued and outstanding stock of the Company, and each share of Common Stock
entitles the holder thereof to one vote on all matters submitted to
stockholders. Stockholder approval of the Amendment therefore requires the
written consent of the holders of a majority of the outstanding Common Stock. At
March 21, 2000, there were 6,850,358 shares of Common Stock issued and
outstanding and 196 holders of record of Common Stock. By written consent in
lieu of meeting, holders of an aggregate of 3,820,486 shares of Common Stock,
representing approximately 56% of the outstanding voting power, approved the
Amendment.
Under applicable federal securities laws, the Amendment cannot be effected
until at least 20 calendar days after this Information Statement is sent or
given to the stockholders of the Company. The date this Information Statement is
first being sent or given to stockholders is June 2, 2000.
AMENDMENT OF CERTIFICATE OF INCORPORATION
In March 2000, the Board of Directors of the Company declared advisable an
amendment to Article Fourth of the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock, par value $.0001,
from ten million (10,000,000) to fifty million (50,000,000) shares. The complete
text of the proposed amendment to the Company's Certificate of Incorporation is
set forth as Exhibit "A" to this Information Statement.
By written consent in lieu of a meeting, stockholders owning as of March
21, 2000, a majority of the outstanding Common Stock approved the Amendment.
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EFFECT OF THE AMENDMENT
After the Amendment becomes effective, the Company will have authorized
fifty million (50,000,000) shares of Common Stock. This change does not effect
the relative rights or privileges of the holders of the currently outstanding
Common Stock, and the newly authorized shares of Common Stock will have the same
rights as the presently authorized shares of Common Stock.
There can be no assurances, nor can the Board of Directors of the Company
predict, what effect, if any, the increase in authorized Common Stock will have
on the market price of the Company's Common Stock.
Under Delaware law, stockholders are not entitled to dissenters' rights of
appraisal as a result of the Amendment.
REASON FOR THE AMENDMENT
In unanimously recommending the Amendment, the Board of Directors was
principally influenced by the Company's need to have available sufficient
additional authorized capital stock to give the Company the capability to raise
the substantial additional capital it then required, and from time to time
likely will continue to require, to maintain its operations and implement its
business plan (the Company's principal source of funding since its inception has
been private placements of equity securities).
Cambridge, Massachusetts By Order of the Board of Directors
June 2, 2000
By: /s/ Robert Bender
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Robert Bender
Chairman
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SELECT THERAPEUTICS, INC.
(under Section 242 of the General Corporation Law)
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is: SELECT THERAPEUTICS, INC.
SECOND: The corporation's Certificate of Incorporation was originally filed with
the Secretary of State on January 28, 1997. A Restated Certificate of
Incorporation was filed on July 21, 1997.
THIRD: The corporation hereby amends its Certificate of Incorporation as
follows:
Paragraph FOURTH of the Certificate of Incorporation, relating to the
Corporation's authorized shares of capital stock, is hereby amended to read
as follows:
"FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is Fifty One Million (51,000,000) shares, of
which Fifty Million (50,000,000) shares shall be designated common
stock and shall have a par value of $.0001 per share and One Million
(1,000,000) shares shall be designated preferred stock and shall have
a par value of $.0001 per share.
FOURTH: The amendment effected herein was authorized by written consent of the
holders of a majority of the outstanding shares entitled to vote thereon;
written notice of this corporate action has been given to all shareholders
entitled to vote thereon who did not consent in writing to such action pursuant
to Sections 228 and 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this ____ day of June,
2000.
/s/ Robert Bender
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Robert Bender
Chairman of the Board
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