SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
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
SURGILIGHT, INC.
----------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)1(ii), or 14c-5(g)
[ ] 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 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:
(3) Filing Party:
(4) Date Filed:
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SURGILIGHT, INC.
12001 Science Drive, Suite 140
Orlando, Florida 32826
INFORMATION STATEMENT
(Dated January 14, 2000)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE AMENDMENT, DEFINED BELOW, HAS ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
THE SHAREHOLDERS HOLDING A MAJORITY OF THE COMPANY'S OUTSTANDING SHARES OF
COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
GENERAL
This Information Statement is first being furnished on or about January 14,
2000, to holders of record of the common stock, $.0001 par value per share
("Common Stock"), of SurgiLight, Inc., a Delaware corporation (the "Company"),
in connection with the amendment (the "Amendment") of the Company's Certificate
of Incorporation, (the "Certificate of Incorporation"), to increase the number
of authorized shares of Common Stock of the Company to 30,000,000 shares and to
effect a two-for-one forward split of the issued and outstanding shares of
Common Stock.
The Board of Directors of the Company (the "Board") has approved, and
the shareholders owning a majority of the issued and outstanding shares of
Common Stock outstanding as of January 14, 2000, have consented in writing to
the Amendment. Such approval and consent are sufficient under Section 228 of the
Delaware General Corporation Law and the Company's Bylaws to approve the
Amendment. Accordingly, the Amendment will not be submitted to the other Company
stockholders for a vote, and this Information Statement is being furnished to
stockholders solely to provide them with certain information concerning the
Amendment in accordance with the requirements of Delaware law and the Securities
Exchange Act of 1934, as amended, and the regulations promulgated thereunder,
including particularly Regulation 14C.
The Amendment will be effective as of January 25, 2000.
The principal executive offices of the Company are located at 12001
Science Drive, Suite 140, Orlando, Florida 32826, and the Company's telephone
number is (407) 482-4555.
AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF THE COMPANY AND
TO EFFECT A 2-FOR-1 FORWARD SPLIT
OF THE OUTSTANDING COMMON STOCK
The Board has approved the Amendment to increase the number of
authorized shares of Common Stock of the Company and to effect a two-for-one
forward split ("Forward Split") of the issued and outstanding shares of Common
Stock, par value $.0001 per share ("Existing Common"). A copy of the Certificate
of Amendment effecting the increase in shares and Forward Split, in
substantially the form to be filed with the Department of State of Delaware, is
provided below. The majority stockholders of the Company as of January 14, 2000,
the date of this Information Statement, have consented to the increase in
authorized shares and Forward Split and to the Amendment, which is expected to
become effective as of January 25, 2000 (the "Effective Date"). Pursuant to the
Forward Split, each one share of Existing Common issued and outstanding
immediately prior to the Effective Date will be reclassified as, and exchanged
for, two shares of newly issued Common Stock, par value $.0001 ("New Common").
The Forward Split will not materially affect the proportionate equity
interest in the Company of any holder of Existing Common or the relative rights,
preferences, privileges or priorities of any such stockholder. In addition, the
approximately 82,000 shares issuable upon exercise of the Company's outstanding
options,
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and the exercise price per share, will be proportionately adjusted, and the par
value per share of the Common Stock will not be changed.
PURPOSE AND EFFECT OF THE FORWARD SPLIT
The primary purpose of the Forward Split is to increase the tradability
of the Company's Common Stock by increasing the number of shares outstanding,
thereby reducing the price per share at which the Common Stock is trading.
The Company does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result of the Forward
Split.
The New Common issued pursuant to the Forward Split will be fully paid
and non-assessable. All shares of New Common will have the same par value,
voting rights and other rights as shares of the Existing Common have.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock that may be issued. The Company has no definitive plans
or commitments to issue additional shares of Common Stock.
STOCK CERTIFICATES AND FRACTIONAL SHARES
The Forward Split will occur on the Effective Date without any further
action on the part of stockholders of the Company and without regard to the date
or dates on which certificates representing shares of Existing Common actually
are surrendered by each holder thereof for certificates representing the number
of shares of the New Common which each such stockholder is entitled to receive
as a consequence of the Forward Split. After the Effective Date of the Forward
Split, each certificate representing shares of Existing Common will be deemed to
represent two shares of New Common. Certificates representing shares of New
Common will be issued in due course as old certificates are tendered for
exchange or transfer to Signature Stock Transfer, 14675 Midway Road, Suite 221,
Dallas, TX 75244, (the "Exchange Agent" or "Transfer Agent"), telephone number:
972-788-4193.
SOURCE OF FUNDS; NUMBER OF HOLDERS
The funds required to purchase the fractional shares are available and
will be paid from the current cash reserves of the Company. The Company cannot
predict with certainty the number of fractional shares or the total amount that
the Company will be required to pay for fractional share interests. However, it
is not anticipated that the funds necessary to effect the cancellation of
fractional shares will be material.
As of January 14, 2000, there were approximately 250 holders of record
of Existing Common. The Company does not anticipate that, as a result of the
Forward Split, the number of holders of record or beneficial owners of Existing
Common or New Common will change significantly.
EXCHANGE OF STOCK CERTIFICATES
On or around the Effective Date, the Company will send to each
stockholder of record as of the Effective Date a transmittal form (the
"Transmittal Form") that each such stockholder of record should use to transmit
certificates representing shares of Existing Common ("Old Certificates") to the
Exchange Agent for exchange or transfer. The Transmittal Form contains
instructions for the surrender of Old Certificates to the Exchange Agent in
exchange for certificates representing the appropriate number of whole shares in
New Common. No new certificates will be issued to a stockholder until such
stockholder has surrendered all Old Certificates together with a properly
completed and executed Transmittal Form to the Exchange Agent.
Upon proper completion and execution of the Transmittal Form and its
return to the Exchange Agent together with all of a stockholder's Old
Certificates and/or an Affidavit of Loss for any lost or destroyed certificates,
as applicable, that stockholder will receive a new certificate or certificates
representing the number of whole shares of New Common into which the shares of
Common Stock represented by the Old Certificates are being converted as a result
of the Forward Split. Until surrendered to the Exchange Agent,
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Old Certificates retained by stockholders will be deemed for all purposes,
including voting and payment of dividends, if any, to represent the number of
whole shares of New Common to which such stockholders are entitled as a result
of the Reverse Split. Stockholders should not send their Old Certificates to the
Exchange Agent until after the Effective Date. Shares of Existing Common
surrendered after the Effective Date will be replaced by certificates
representing shares of New Common as soon as practicable after such surrender.
Certificates representing shares of Existing Common which contain a
restrictive legend will be exchanged for New Common with the same restrictive
legend. As applicable, the time period during which a stockholder has held the
Existing Common will be included in the time period during which such
stockholder actually holds the New Common received in exchange for such Existing
Common for the purposes of determining the term of the restrictive period
applicable to the New Common.
OPTIONS
The Company has outstanding various options to acquire up to an
aggregate of approximately 82,000 shares of Common Stock at various exercise
prices. The amount of Common Stock issuable pursuant to these options will be
increased to two times the previous amounts and the per share exercise prices
will be decreased accordingly.
FEDERAL INCOME TAX CONSEQUENCES
Except as described below with respect to cash received in lieu of
fractional share interests, the receipt of New Common in the Forward Split
should not result in any taxable gain or loss to stockholders for federal income
tax purposes. The tax basis of New Common received as a result of the Forward
Split (when added to the basis for any fractional share interests to which a
stockholder is entitled) will be equal, in the aggregate, to the basis of the
Existing Common exchanged for New Common. The per share tax basis of the New
Common is based on the tax basis of the Existing Common for which the New Common
is exchanged. For purposes of determining whether short-term or long-term
capital gains treatment will be applied to a stockholder's disposition of New
Common subsequent to the Forward Split, a stockholder's holding period for the
shares of Existing Common will be included in the holding period for the New
Common received as a result of the Reverse Split. A stockholder who receives
cash in lieu of fractional shares of New Common will be treated as first
receiving such fractional shares and then receiving cash as payment in exchange
for such fractional shares of New Common and, except for dealers, will recognize
capital gain or loss in an amount equal to the difference between the amount of
cash received and the adjusted basis of such fractional shares.
THE DISCUSSION SET FORTH ABOVE CONCERNING CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE FORWARD SPLIT IS INCLUDED HEREIN FOR GENERAL INFORMATION
ONLY. ALL STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY
FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM WHICH COULD
RESULT FROM THE REVERSE SPLIT.
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EFFECTIVENESS
The Company reserves the right, upon notice to stockholders, to abandon
or modify the proposed Amendment and the Forward Split at any time prior to the
filing of the Amendment upon consent of the Board and the holders of a majority
of the Existing Common then issued and outstanding.
APPROVAL REQUIRED
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. At the date of this
Information Statement, there were approximately 10,718,000 shares of Common
Stock outstanding. As discussed above, the Company's Board of Directors has
obtained written consents for the amendment to the Certificate of Incorporation
from stockholders owning approximately 7,432,000 shares voted for the Amendment,
representing approximately 69% of the votes of the Company's outstanding stock.
The Board of Directors does not intend to solicit any proxies or consents from
any other stockholders in connection with the Amendment.
By Order of the Board of Directors,
J.T. Lin, President
Dated January 14, 2000
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EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
1. Section 1 (a) of the Fourth Article is amended as follows:
(a) COMMON STOCK. The aggregate number of shares of
Common Stock which the corporation shall have authority to issue is
30,000,000 with a par value of $.0001 per share.
2. Section 2 of the Fourth Article of the Certificate of
Incorporation is amended by adding the following paragraph at the end thereof:
Effective as of January 25, 2000 (the "Effective Date"), all
outstanding shares of Common Stock of the Corporation automatically
shall be subdivided at the rate of two-for-one (the "Forward Split")
without the necessity of any further action on the part of the holders
thereof or the Corporation, provided, however, that the Corporation
shall, through its transfer agent, exchange certificates representing
Common Stock outstanding immediately prior to the Effective Date of the
Forward Split (the "Existing Common") into new certificates
representing the appropriate number of shares of Common Stock resulting
from the subdivision ("New Common"). No fractional shares, but only
whole shares of New Common, shall be issued to any holder of any number
of shares which, when divided by two (2), does not result in a whole
number. In lieu of fractional shares, the Corporation has arranged for
its transfer agent (the "Exchange Agent") to remit payment therefor on
the following terms and conditions:
The par value of the Common Stock shall remain as otherwise
provided in the Fourth Article of this Certificate of Incorporation and
shall not be modified as a result of the Forward Split.
From and after the Effective Date, the term "New Common" as used in
this Fourth Article shall mean Common Stock as provided in the Certificate of
Incorporation.
