SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[_] Preliminary Proxy Statement [_] Confidential, For Use of the Commission Only
(As Permitted by Rule 14a-6(e)(2))
</TABLE>
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ENDOVASC LTD., INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 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 Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ENDOVASC LTD., INC.
15001 Walden Road, Suite 108
Montgomery, Texas 77356
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 3, 2000
Montgomery, Texas
October 4, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of Endovasc Ltd.,
Inc., a Nevada corporation (the "Company"), will be held at the Del Lago Hotel,
600 Del Lago Blvd., Montgomery, Texas 77356 on November 3, 2000 at 11:00 AM
(local time) for the following purposes:
1. To elect five directors to the Company's Board of Directors, each to
hold office until his successor is elected and qualified or until his earlier
resignation or removal (Proposal No. 1);
2. To approve the Company's 2000 Employee Stock Option Plan and to reserve
up to 2,000,000 shares of Common Stock for issuance thereunder (Proposal No. 2);
and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part of
this Notice.
The Board of Directors has fixed the close of business on September 30,
2000 as the record date for determining the stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
/s/ BARBARA J. RICHARDSON
Barbara J. Richardson,
Secretary
IMPORTANT
---------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY
<PAGE>
ENDOVASC LTD., INC.
15001 Walden Road, Suite 108
Montgomery, Texas 77356
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of Endovasc Ltd., Inc., a Nevada
corporation (the "Company"), of proxies in the enclosed form for use in voting
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Del Lago Hotel, 600 Del Lago Blvd., Montgomery, Texas 77356 on November 3, 2000
at 11:00 AM (local time), and any adjournment or postponement thereof. Only
holders of record of the Company's common stock, $.001 par value per share (the
"Common Stock"), on September 30, 2000 (the "Record Date") will be entitled to
vote at the Meeting. At the close of business on the Record Date, the Company
had outstanding 14,801,744 shares of Common Stock.
Any person giving a proxy in the form accompanying this Proxy Statement
has the power to revoke it prior to its exercise. Any proxy given is revocable
prior to the Meeting by an instrument revoking it or by a duly executed proxy
bearing a later date delivered to the Secretary of the Company. Such proxy is
also revoked if the stockholder is present at the Meeting and elects to vote in
person.
The Company will bear the entire cost of preparing, assembling,
printing and mailing the proxy materials furnished by the Board of Directors to
stockholders. Copies of the proxy materials will be furnished to brokerage
houses, fiduciaries and custodians to be forwarded to the beneficial owners of
the Common Stock. In addition to the solicitation of proxies by use of the mail,
some of the officers, directors and regular employees of the Company may
(without additional compensation) solicit proxies by telephone or personal
interview, the costs of which the Company will bear.
This Proxy Statement and the accompanying form of proxy is being sent
or given to stockholders on or about October 4, 2000.
Stockholders of the Company's Common Stock are entitled to one vote for
each share held. Such shares may not be voted cumulatively.
Each validly returned proxy (including proxies for which no specific
instruction is given) which is not revoked will be voted "FOR" each of the
proposals as described in this Proxy Statement and, at the proxy holders'
discretion, on such other matters, if any, which may come before the Meeting
(including any proposal to adjourn the Meeting).
Determination of whether a matter specified in the Notice of Annual
Meeting of Stockholders has been approved will be determined as follows. Those
persons will be elected directors who receive a plurality of the votes cast at
the Meeting in person or by proxy and entitled to vote on the election.
Accordingly, abstentions or directions to withhold authority will have no effect
on the outcome of the vote. For each other matter specified in the Notice of
Annual Meeting of Stockholders, the affirmative vote of a majority of the shares
of Common Stock present at the Meeting in person or by proxy and entitled to
vote on such matter is required for approval. Abstentions will be considered
shares present in person or by proxy and entitled to vote and, therefore, will
have the effect of a vote against the matter. Broker non-votes will be
considered shares not present for this purpose and will have no effect on the
outcome of the vote. Directions to withhold authority to vote for directors,
abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present for the Meeting.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
At the Annual Meeting, the stockholders will elect five directors to
serve until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with the
Bylaws of the Company. The Board has no reason to believe that any of the
persons named below will be unable or unwilling to serve as a nominee or as a
director if elected.
Assuming a quorum is present, the five nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted "FOR" the election of each of the six
nominees named below. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
David P. Summers 61 Chief Executive Officer
and Chairman
Barbara J. Richardson 53 Vice President of Operations,
Secretary and Director
M. Dwight Cantrell 54 Chief Financial Officer,
Treasurer and Director
Gary R. Ball 40 Director
Claudio R. Roman 42 Director
</TABLE>
The following information with respect to the principal occupation or
employment of each nominee for director, the principal business of the
corporation or other organization in which such occupation or employment is
carried on, and such nominee's business experience during the past five years,
has been furnished to the Company by the respective director nominees:
Dr. David P. Summers serves as our Chief Executive Officer and Chairman.
Dr. Summers has served in this capacity on a full-time basis since our inception
and is primarily responsible for our operations as a whole. Prior to working
with Endovasc, Dr. Summers founded American BioMed, Inc. and served as its
President and Chief Executive Officer from 1984 to 1995. Dr. Summers is a Fellow
in the American College of Angioplasty as well as the inventor of several
medical devices used to treat cardiovascular diseases. He is the author of 18
issued patents and has 8 patents pending. Prior to founding American BioMed, Dr.
Summers assisted with the management of several corporations, including C.R.
Bard, Inc., a manufacture and distributor of cardiovascular medical products,
Karl Stortz Endoscopy, an endoscopic instrument company, and Pall Corporation, a
manufacturer and distributor of blood filtration products. Dr. Summers holds an
M.B.A. degree from Pepperdine University as well as a Ph.D. in International
Economics from Kennedy-Western University. He is also a member of the New York
Academy of Sciences, the American Association of Advancement of Science, the
Houston Inventors Association, the International Society for Endovascular
Surgery, the European Vascular Society, and the Society of Plastic Engineers.
Barbara J. Richardson serves as our Vice President of Operations, Secretary
and Director. Ms. Richardson is experienced in small business management and
marketing. Prior to joining us in January of this year, Ms. Richardson served as
Senior Administrative Coordinator for Baylor College of Medicine, from 1994 to
this year.
<PAGE>
M. Dwight Cantrell serves as our Chief Financial Officer, Treasurer and
Director, on a part-time basis. Mr. Cantrell has maintained, and continues to
maintain, a public accounting practice in the state of Texas since 1976. Mr.
Cantrell is a public accountant, and holds a B.S. in accounting from Southern
Ohio University.
Gary R. Ball serves as our Director and is one of our co-founders. Prior to
co-founding us in July 1996, Mr. Ball served as a mechanical engineer with
American BioMed, Inc., from 1991 to 1996. Mr. Ball is a co-inventor of two U.S.
patents and is experienced in prototype design, research, and development, as
well as reliability testing and patent research and filing.
Claudio R. Roman serves as our Director. Mr. Roman is a practicing attorney
in the State of Texas. Mr. Roman has maintained, and continues to maintain, a
private law practice in the state of Texas since 1985. Mr. Roman holds a J.D.
degree from the University of Houston School of Law.
No director or executive officer of the Company has any family relationship
with any other director or executive officer of the Company.
Directors serve until the next annual meeting of stockholders or until
their successors are elected and qualified. Officers serve at the discretion of
the Board of Directors.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 2000, the Board of Directors of the
Company held one meeting and acted by unanimous written consent on seven
occasions. No director nominated for election at the Annual Meeting attended
fewer than 75% of the total number of meetings of the Board of Directors during
the last fiscal year.
COMPENSATION OF DIRECTORS
Directors currently receive no cash fees for services provided in that
capacity, but are reimbursed for reasonable out-of-pocket expenses incurred in
connection with attendance at meetings of the Board or any committee thereof
they attend.
The proxy holders intend to vote the shares represented by proxies for all
of the board's nominees, except to the extent authority to vote for the nominees
is withheld.
The following table sets forth certain summary information with respect to
the compensation paid to the our executive officers for services rendered to us,
in all capacities, for the fiscal years ended June 30, 1999, 1998, and 1997.
Other than as listed below, we had no executive officers whose total annual
salary and bonus exceeded $100,000 for that fiscal year:
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities
Annual Restricted Under- Other
Name and Compen- Stock Lying LTIP Compen-
Principal Salary Bonus sation Awards Options/ Payouts sation
Position Year ($) ($) ($) ($) ($) ($) SARs(#)
---------------------- ------ ------ -------- -------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David P. Summers 2000 66,500 - - - - - -
CEO and Director 1999 75,000 - - - 1,000,000 $0.25 -
1998 60,000 - - - - - -
</TABLE>
Employment and Other Agreements
We have entered into employment agreements with Dr. David Summers and Ms.
Barbara Richardson. We entered into a three-year employment contract with Dr.
Summers in 1996, providing for annual compensation of $150,000 in cash and
equity interests. The original term of this contract has expired, but the term
has been renewed for a one-year period each June since its original expiration.
We also have a one-year automatically renewable employment contract with
Ms. Richardson, providing for annual compensation of $60,000 in cash and equity
interests.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 30, 2000,
with respect to the number of shares of each class of voting stock beneficially
owned by (i) those persons known to the Company to be the owners of more than
five percent of any such class of voting stock of the Company, (ii) each
director of the Company and (iii) all directors and executive officers of the
Company as a group. Unless otherwise indicated, each of the listed persons has
sole voting and investment power with respect to the shares beneficially owned
by such shareholder.
<TABLE>
<CAPTION>
Percentage of
Name and Address of Amount of Beneficial
Beneficial Owner (1) Beneficial Ownership
Ownership(2)(3)
<S> <C> <C>
David P. Summers 3,032,278 (4) 28.12
Danilo D. Lasic 10,000 0.08
Barbara J. Richardson 53,695 0.41
Roy Robertson 25,000 0.20
M. Dwight Cantrell 50,000 0.79
Gary R. Ball 993,500 (5) 7.80
Claudio R. Roman 50,000 0.39
Celeste Trust Reg. 1,075,179 (6) 7.78 (7)
Balmore Funds 1,218,536 (6) 8.73 (7)
Keshet L.P. 788,465 (6) 5.83 (7)
All Directors and Executive Officers as a Group 4,811,778 0.38
(7 persons)
----------------------
Less than 1%.
</TABLE>
<PAGE>
(1) Except as otherwise noted, the address of the beneficial owners
described in this table shall be c/o Endovasc Ltd., Inc., 15001 Walden Road,
Suite 108, Montgomery, Texas 77356.
(2) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended, and accordingly, may include securities owned by and for, among others,
the spouse and/or minor children of an individual and any other relative who has
the same home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or which such person has the
right to acquire within 60 days after the Record Date pursuant to the conversion
of convertible equity, exercise of options, or otherwise. Beneficial ownership
may be disclaimed as to certain of the securities.
(3) Based upon 12,736,675 shares of common stock outstanding as of May 31,
2000, assuming no other changes in the beneficial ownership of our securities,
except as noted in note (7) hereto.
(4) Mr. Summer's beneficially owned shares include approximately 243,000
shares beneficially owned by his wife, Dorothy Summers. Mr. Summers exercises no
investment or voting power over any of the shares owned by his wife, and
disclaims beneficial ownership of those shares.
(5) Mr. Ball's beneficially owned shares include approximately 5,000 shares
beneficially owned by his wife, Sherry Ball. Mr. Ball exercises no investment or
voting power over any of the shares owned by his wife, and disclaims beneficial
ownership of those shares.
(6) Represents shares of common stock issuable upon the conversion of
Series A Preferred Stock which have been, or may be, issued.
(7) Based upon the shares of common stock outstanding assuming conversion,
as of May 31, 2000, of Series A Preferred Stock which have been, or may be,
issued to this beneficial holder.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As of the June 30, 2000, have not entered into a transaction during the
past two years with a value in excess of $60,000 with a Director, officer, or
beneficial owner of 5% or more of our capital stock, or members of their
immediate families that had, or is to have, a direct or indirect material
interest in us, except as follows:
Effective December 9, 1997, we entered into a stock option agreement with
Gary R. Ball. Under this agreement, Mr. Ball is granted an option to purchase up
to 600,000 shares of our common stock at a purchase price below the prevailing
market price. The option is for a three year period expiring December 8, 2000.
During the fiscal year ended June 30, 1998, we also entered into an
agreement with M. Dwight Cantrell under the terms of which he was compensated
for past services as our Director. Under the terms of this agreement, Mr.
Cantrell was granted an option to purchase 50,000 shares of our common stock at
a purchase price of $0.75 per share for a term of three years.
During the fiscal year ended June 30, 1998, we entered into an agreement to
purchase the rights to patent number 4,820,732 and patent number 955,878 from
Francis Pizzulli. The purchase price was $125,000, $50,000 of which was payable
upon execution and $75,000 of which was due by December 31, 1997. The agreement
also called for the issuance of 200,000 shares of our common stock. We made the
initial $50,000 payment and issued the 200,000 shares of stock, pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended. However, we did not make the $75,000 payment as scheduled. The
agreement indicated that if the final payment was not made within seven months
from the execution of the agreement that the final payment would be increased to
$150,000 plus the issuance an additional 200,000 shares of stock. We issued a
total of 200,000 shares in final settlement of the agreement, in March 2000.
<PAGE>
Between March 1998 and December 1999, David Summers, our Chairman of the
Board of Directors and Chief Executive Office, made two advances to us in the
amounts of $123,000 and $25,000, respectively. These advances were made on an
unsecured basis, with no interest accrual, and were due and payable on June 30,
2000. During December 1999, we issued 1,250,000 shares of common stock, valued
at $0.10 per share as of the date of the issuance, in full and final repayment
of the aforementioned advances.
During the fiscal year ended June 30, 1999, we entered into an agreement
with Claudio Roman, Esq., pursuant to which he was compensated for past services
as our legal counsel. Under the terms of this agreement, Mr. Roman was granted
an option to purchase 50,000 shares of our common stock at a purchase price of
$0.25 per share for a term of three years.
Effective October 1, 1999, we entered into a stock option agreement with
Dr. David P. Summers. Under this agreement, Dr. Summers is granted an option to
purchase up to 1,000,000 shares of our common stock at a purchase price below
the prevailing market price. The option is for a five year period ending October
31, 2004.
The Company believes that all transactions between the Company and its
officers, directors and employees described above are on terms no less favorable
to the Company than could have been obtained from unaffiliated parties under
similar circumstances.
RECOMMENDATION OF THE BOARD:
---------------------------
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE.
<PAGE>
PROPOSAL NO. 2
APPROVAL OF THE 2000 EMPLOYEE STOCK OPTION PLAN
At the Annual Meeting, the Company's stockholders are being asked to
approve the 2000 Employee Stock Option Plan (the "2000 Option Plan") and to
authorize2,000,000 shares of Common Stock for issuance thereunder. The following
is a summary of principal features of the 2000 Option Plan. The summary,
however, does not purport to be a complete description of all the provisions of
the 2000 Option Plan, a copy of which is attached hereto.
GENERAL
The 2000 Option Plan was adopted by the Board of Directors in February
2000. The Board of Directors has initially reserved 2,000,000 shares of Common
Stock for issuance under the 2000 Option Plan. Under the Plan, options may be
granted which are intended to qualify as Incentive Stock Options ("ISOs") under
Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not
("Non-ISOs") intended to qualify as Incentive Stock Options thereunder.
The 2000 Option Plan and the right of participants to make purchases
thereunder are intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
2000 Option Plan is not a qualified deferred compensation plan under Section
401(a) of the Internal Revenue Code and is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
PURPOSE
The primary purpose of the 2000 Option Plan is to attract and retain the
best available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees. In the event that the 2000 Option Plan is not adopted the Company may
have considerable difficulty in attracting and retaining qualified personnel,
officers, directors and consultants.
ADMINISTRATION
The 2000 Option Plan, when approved, will be administered by the Company's
Board of Directors, as the Board of Directors may be composed from time to time.
All questions of interpretation of the 2000 Option Plan are determined by the
Board, and its decisions are final and binding upon all participants. Any
determination by a majority of the members of the Board of Directors at any
meeting, or by written consent in lieu of a meeting, shall be deemed to have
been made by the whole Board of Directors.
Notwithstanding the foregoing, the Board of Directors may at any time, or
from time to time, appoint a committee (the "Committee") of at least two members
of the Board of Directors, and delegate to the Committee the authority of the
Board of Directors to administer the Plan. Upon such appointment and delegation,
the Committee shall have all the powers, privileges and duties of the Board of
Directors, and shall be substituted for the Board of Directors, in the
administration of the Plan, subject to certain limitations.
Members of the Board of Directors who are eligible employees are permitted
to participate in the 2000 Option Plan, provided that any such eligible member
may not vote on any matter affecting the administration of the 2000 Option Plan
or the grant of any option pursuant to it, or serve on a committee appointed to
administer the 2000 Option Plan. In the event that any member of the Board of
Directors is at any time not a "disinterested person", as defined in Rule
16b-3(c)(3)(i) promulgated pursuant to the Securities Exchange Act of 1934, the
Plan shall not be administered by the Board of Directors, and may only by
administered by a Committee, all the members of which are disinterested persons,
as so defined.
<PAGE>
ELIGIBILITY
Under the 2000 Option Plan, options may be granted to key employees,
officers, directors or consultants of the Company, as provided in the 2000
Option Plan.
TERMS OF OPTIONS
The term of each Option granted under the Plan shall be contained in a
stock option agreement between the Optionee and the Company and such terms shall
be determined by the Board of Directors consistent with the provisions of the
Plan, including the following:
(a) Purchase Price. The purchase price of the Common Shares subject to each
ISO shall not be less than the fair market value (as set forth in the
2000 Option Plan), or in the case of the grant of an ISO to a Principal
Stockholder, not less that 110% of fair market value of such Common
Shares at the time such Option is granted. The purchase price of the
Common Shares subject to each Non-ISO shall be determined at the time
such Option is granted, but in no case less than 85% of the fair market
value of such Common Shares at the time such Option is granted. The
purchase price of the Common Shares subject to each Non-ISO.
(b) Vesting. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any,
shall be fixed by the Board of Directors, in its discretion, at the
time such Option is granted.
(c) Expiration. The expiration of each Option shall be fixed by the Board
of Directors, in its discretion, at the time such Option is granted;
however, unless otherwise determined by the Board of Directors at the
time such Option is granted, an Option shall be exercisable for ten
(10) years after the date on which it was granted (the "Grant Date").
Each Option shall be subject to earlier termination as expressly
provided in the 2000 Option Plan or as determined by the Board of
Directors, in its discretion, at the time such Option is granted.
(d) Transferability. No Option shall be transferable, except by will or the
laws of descent and distribution, and any Option may be exercised
during the lifetime of the Optionee only by him. No Option granted
under the Plan shall be subject to execution, attachment or other
process.
(e) Option Adjustments. The aggregate number and class of shares as to
which Options may be granted under the Plan, the number and class
shares covered by each outstanding Option and the exercise price per
share thereof (but not the total price), and all such Options, shall
each be proportionately adjusted for any increase decrease in the
number of issued Common Shares resulting from split-up spin-off or
consolidation of shares or any like Capital adjustment or the payment
of any stock dividend.
Except as otherwise provided in the 2000 Option Plan, any Option
granted hereunder shall terminate in the event of a merger,
consolidation, acquisition of property or stock, separation,
reorganization or liquidation of the Company. However, the Optionee
shall have the right immediately prior to any such transaction to
exercise his Option in whole or in part notwithstanding any otherwise
applicable vesting requirements.
(f) Termination, Modification and Amendment. The 2000 Option Plan (but not
Options previously granted under the Plan) shall terminate ten (10)
years from the earlier of the date of its adoption by the Board of
Directors or the date on which the Plan is approved by the affirmative
vote of the holders of a majority of the outstanding shares of capital
stock of the Company entitled to vote thereon, and no Option shall be
granted after termination of the Plan. Subject to certain restrictions,
the Plan may at any time be terminated and from time to time be
modified or amended by the affirmative vote of the holders of a
majority of the outstanding shares of the capital stock of the Company
present, or represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the State of Nevada.
<PAGE>
FEDERAL INCOME TAX ASPECTS OF THE 2000 OPTION PLAN
THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES
UNDER THE 2000 OPTION PLAN. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND
DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL
TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE
PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX
CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH
PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES
OF PARTICIPATION IN THE 2000 OPTION PLAN AND FOR REFERENCE TO APPLICABLE
PROVISIONS OF THE CODE.
The 2000 Option Plan and the right of participants to make purchases
thereunder are intended to qualify under the provisions of Sections 421, 422 and
423 of the Code. Under these provisions, no income will be recognized by a
participant prior to disposition of shares acquired under the 2000 Option Plan.
If the shares are sold or otherwise disposed of (including by way of gift)
more than two years after the first day of the offering period during which
shares were purchased (the "Offering Date"), a participant will recognize as
ordinary income at the time of such disposition the lesser of (a) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price of the shares or (b) 15% of the fair market value of the shares
on the first day of the offering period. Any further gain or loss upon such
disposition will be treated as long-term capital gain or loss. If the shares are
sold for a sale price less than the purchase price, there is no ordinary income
and the participant has a capital loss for the difference.
If the shares are sold or otherwise disposed of (including by way of gift)
before the expiration of the two-year holding period described above, the excess
of the fair market value of the shares on the purchase date over the purchase
price will be treated as ordinary income to the participant. This excess will
constitute ordinary income in the year of sale or other disposition even if no
gain is realized on the sale or a gift of the shares is made. The balance of any
gain or loss will be treated as capital gain or loss and will be treated as
long-term capital gain or loss if the shares have been held more than one year.
In the case of a participant who is subject to Section 16(b) of the
Exchange Act, the purchase date for purposes of calculating such participant's
compensation income and beginning of the capital gain holding period may be
deferred for up to six months under certain circumstances. Such individuals
should consult with their personal tax advisors prior to buying or selling
shares under the 2000 Option Plan.
The ordinary income reported under the rules described above, added to the
actual purchase price of the shares, determines the tax basis of the shares for
the purpose of determining capital gain or loss on a sale or exchange of the
shares.
The Company is entitled to a deduction for amounts taxed as ordinary income
to a participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the two-year
holding period described above.
RESTRICTIONS ON RESALE
Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company as that term is defined under the Securities Act.
The Common Stock acquired under the 2000 Option Plan by an affiliate may be
reoffered or resold only pursuant to an effective registration statement or
pursuant to Rule 144 under the Securities Act or another exemption from the
registration requirements of the Securities Act.
REQUIRED VOTE
The approval of the 2000 Option Plan and the reservation of 2,000,000
shares for issuance requires the affirmative vote of the holders of a majority
of the shares of the Company's Common Stock present at the Annual Meeting in
person or by proxy and entitled to vote and constituting at least a majority of
the required quorum.
<PAGE>
The proxy holders intend to vote the shares represented by proxies to
approve, the 2000 Employee Stock Option Plan.
RECOMMENDATION OF THE BOARD:
---------------------------
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 2000 EMPLOYEE STOCK OPTION PLAN.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intended to be presented at next year's Annual
Meeting of Stockholders must be received by Barbara Richardson, Secretary,
Endovasc Ltd., Inc., 15001 Wlade4n Road, Suite 108, Montgomery, Texas 77356, no
later than June 30, 2001.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other business which will come
before the Meeting, but if any such matters are properly presented, the proxies
solicited hereby will be voted in accordance with the best judgment of the
persons holding the proxies. All shares represented by duly executed proxies
will be voted at the Meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of the Company's Common
Stock (collectively, "Reporting Persons") to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and changes in
ownership of the Company's Common Stock. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on its review of the copies of
such reports received or written representations from certain Reporting Persons
that no other reports were required, the Company believes that during its fiscal
year ended June 30, 2000, all Reporting Persons complied with all applicable
filing requirements.
AVAILABILITY OF CERTAIN DOCUMENTS REFERRED TO HEREIN
THIS PROXY STATEMENT REFERS TO CERTAIN DOCUMENTS OF THE COMPANY THAT ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT IS
DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED TO BARBARA J.
RICHARDSON, SECRETARY.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ BARBARA J. RICHARDSON
Barbara J. Richardson
Secretary
Montgomery, Texas
October 4, 2000
<PAGE>
PROXY PROXY
ENDOVASC LTD., INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON NOVEMBER 3, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. David P. Summers and Barbara J.
Richardson, or either of them, as proxies, each with the power to appoint his
substitute, to represent and to vote all the shares of common stock of Endovasc
Ltd., Inc. (the "Company"), which the undersigned would be entitled to vote, at
the Company's Annual Meeting of Stockholders to be held on November 3, 2000 and
at any adjournments thereof, subject to the directions indicated on the reverse
side hereof.
In their discretion, the Proxies are authorized to vote upon any other
matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AND FOR THE PROPOSALS LISTED HEREUNDER.
IMPORTANT--This Proxy must be signed and dated below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
1. ELECTION OF DIRECTORS -- For Withhold
Nominees:
David P. Summers, Ph.D. [_] [_]
Barbara J. Richardson [_] [_]
M. Dwight Cantrell [_] [_]
Gary R. Ball [_] [_]
Claudio R. Roman [_] [_]
(Except nominee(s) written above)
For Against Abstain
2. Proposal to approve the Company's 2000 [_] [_] [_]
Employee Stock Option Plan.
If you plan to attend the Annual Meeting please mark this box [_]
Dated:___________________________, 2000
Signature ______________________________________________________________________
Name (printed) _________________________________________________________________
Title __________________________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing
as attorney, executor, trustee, guardian, corporate officer, etc., please
indicate full title.
