UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Definitive Information Statement
Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant|_|
Check the appropriate box:
| | Preliminary information statement |_| Confidential, for use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive information statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OAK BROOK CAPITAL IV, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Information 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:
Common
(2) Aggregate number of securities to which transaction applies:
1,228,000
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(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:
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903
(4) Date Filed: June 12, 2000
<PAGE>
By Order of the Board of Directors
Gerard M. Werner
Secretary
Providence, Rhode Island
June 12, 2000
MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
YOUR COOPERATION WILL BE APPRECIATED.
STOCKHOLDERS WHO ATTEND THE MEETING MAY
VOTE THEIR STOCK PERSONALLY,
OTHERWISE YOUR VOTE WILL NOT BE COUNTED.
OAK BROOK CAPITAL IV, INC.
June 12, 2000
To the Shareholders of
OAK BROOK CAPITAL IV, INC.:
Dear Fellow Shareholders:
Attached please find a notice of annual meeting of the shareholders of
OAK BROOK CAPITAL IV, INC. (hereinafter referred to as "OAK BROOK" and/or the
"Company"), that will be held at the Company headquarters, 1250 Turks Head
Building, Providence, Rhode Island 02903, on June 26, 2000, at 10:00 a.m.,
Eastern Daylight Time ("EDT"). The purpose of this meeting is to consider,
discuss, vote and act upon the following:
(i) Restating and amending the Company's Articles of Incorporation in order to
change its name from OAK BROOK CAPITAL IV, INC. to "PVAXX CORPORATION"
("name change");
(ii) Approving a Plan of Share Exchange (the "Exchange") whereby PVAXX
CORPORATION (hereinafter referred to as "PVAXX") will be acquired by
OAK BROOK; and
<PAGE>
Page 2
Oak Brook Shareholders
June 12, 2000
______________________
(iii)electing a new Board of Directors.
Certain officers, directors and affiliates of OAK BROOK who own in excess of
50.00% of the outstanding voting shares of the Company have advised the
Company that they intend to vote in favor of each item set forth above.
Consequently, the proposals will be approved at the annual meeting of
stockholders.
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided for in
Article 7-113-101 through 7-113-302 of the Colorado Business Corporation Act
("CBCA"), as amended. If an OAK BROOK shareholder elects to exercise their
Dissenter's Rights in accordance with Article 7-113-204, said shareholder of
OAK BROOK will be paid the fair value thereof as determined by the Board of
Directors. The Board of Directors has determined the fair value of each share
of Common Stock to be $0.11. The determination of the per share fair value was
computed based on a number of considerations including the following:
(i) the Company has had no operations for approximately two years;
(ii) the Company has negative book value and no assets as of March 31,
2000;
(iii)other similar public shell companies have in effect been sold in the
marketplace for cash consideration of $150,000 to $200,000 which would
result in a fully diluted per share value of approximately $0.11 per
share.
In the event a shareholder elects to exercise Dissenters' Rights, such
shareholder must comply with the applicable procedures set forth in Sections
7-113-201 through 7-113-209 of the CBCA in order to receive payment of
the fair value of any Common Shares. In compliance with Section 7-113-201
of the CBCA, a copy of Article 113 of the CBCA is set forth at Item 3 of the
accompanying Information Statement filed on Schedule 14C (the "Information
Statement") dated June 12, 2000.
The Company is also including herewith a copy of its Annual Report on Form
10-KSB, filed as an exhibit to the Information Statement. If there are any
questions or any further information is required with respect to the meeting
and the transactions contemplated thereby, please contact me at (401) 272-5800
or Adam S. Clavell, Esq., Nadeau & Simmons, P.C., 1250 Turks Head Building,
Providence, RI 02903 (401) 272-5800.
Warmest regards,
/s/ Mark T. Thatcher
MARK T. THATCHER,
Chairman
DATED: June 12, 2000
<PAGE>
DEFINITIVE COPY
OAK BROOK CAPITAL IV, INC.
1250 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
OAK BROOK CAPITAL IV, INC.
Dated as of June 12, 2000
______________________________________________________________________________
To the Stockholders of OAK BROOK:
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being the Secretary of OAK BROOK CAPITAL IV, INC., provides that:
______________________________________________________________________________
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of OAK BROOK CAPITAL IV, INC. (hereinafter referred to as
"OAK BROOK" and/or the "Company"), a Colorado corporation, will be held at the
Company headquarters, 1250 Turks Head Building, Providence, Rhode Island, on
June 26, 2000, at 10:00 a.m., Eastern Daylight Time ("EDT").
______________________________________________________________________________
The purpose of this meeting is to consider, discuss, vote and act upon
the following:
(i) Restating and amending the Company's Articles of Incorporation in order to
change its name from OAK BROOK CAPITAL IV, INC. to "PVAXX CORPORATION"
("name change");
(ii) Approving a Plan of Share Exchange (the "Exchange") whereby PVAXX
CORPORATION (hereinafter referred to as "PVAXX") will acquire control of
OAK BROOK; and
(iii)electing a new Board of Directors.
<PAGE>
Certain officers, directors and affiliates of the Company own in excess of
50.00% of the Voting Shares of the Company and have advised the Company that
they intend to vote in favor of the Proposals. Consequently, the Proposals
will be approved at the Meeting.
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided
for in Article 7-113-101 through 7-113-302 of the Colorado Business Corporation
Act ("CBCA"), as amended. If an OAK BROOK shareholder elects to exercise their
Dissenter's Rights in accordance with Article 7-113-204, said shareholder of
OAK BROOK will be paid the fair value thereof as determined by the Board of
Directors.
The Board of Directors has determined the fair value of each share of Common
Stock to be $0.11. The determination of the per share fair value was computed
based on a number of considerations including the following: (i) the Company
has had no operations for approximately two years; (ii) the Company has
negative book value and no assets as of September 30, 1999; (iii) other similar
public shell companies have in effect been sold in the marketplace for cash
consideration of $150,000 to $200,000 which would result in a fully diluted
per share value of approximately $0.11 per share.
In the event a shareholder elects to exercise Dissenters' Rights, such
shareholder must comply with the applicable procedures set forth in Sections
7-113-201 through 7-113-209 of the CBCA in order to receive payment of
the fair value of any Common Shares. In compliance with Section 7-113-201 of
the CBCA, a copy of Article 113 of the CBCA is set forth at Item 3 of the
accompanying Information Statement filed on Schedule 14 C (the "Information
Statement") dated June 12, 2000.
In order to obtain the fair value payment for OAK BROOK shares, a shareholder
must mail or deliver their intention no later than June 26, 2000, to the
following address:
The Board of Directors
Oak Brook Capital IV, Inc.
1250 Turks Head Building
Providence, Rhode Island
02903
The Board of Directors of the Company believe that the Exchange will be in the
best interest of the OAK BROOK shareholders. However, shareholders are entitled
to assert the above stated Dissenter's Rights (fair value of $0.11 per share)
no later than June 26, 2000, as a result of this transaction as explained
in Section 7-111 of the CBCA. We are not asking you for a proxy in conjunction
with this Meeting, but you are urged to attend the Meeting to vote your
shares in person.
<PAGE>
Upon the approval of the Proposals, OAK BROOK and PVAXX will immediately file an
appropriate Certificate of Share Exchange in accordance with Colorado law to
effect the Exchange and file articles of amendment to the Articles of
Incorporation of OAK BROOK in accordance with Colorado law to effect a name
change of OAK BROOK. The Exchange will become effective upon the completion of
the filing. At the completion of the proposed Exchange, each OAK BROOK
shareholder will maintain their current shares of OAK BROOK Common Stock. The
Board of Directors of the Company believes that the Proposals will be in the
best interest of OAK BROOK shareholders and recommends their adoption.
The Company is also including herewith a copy of its Annual Report on
Form 10-KSB, filed as an exhibit to the Information Statement.
If there are any questions or further information is required with respect to
the Proposals, please contact Adam S. Clavell, Esq. at 1250 Turks Head
Building, Providence, Rhode Island 02903 (401) 272-5800.
By order of the Board of Directors,
/s/ Mark T. Thatcher
___________________________________
MARK T. THATCHER,
President
DATED: June 12, 2000
<PAGE> 1
_______________________________
DEFINITIVE INFORMATION STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held June 26, 2000
_______________________________
OAK BROOK CAPITAL IV, INC.
1250 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
JUNE 12, 2000
GENERAL INFORMATION
This Definitive Information Statement is furnished in connection with an Annual
Meeting of Stockholders called by the Board of Directors (the "Board") of Oak
Brook Capital IV, INC. ("OAK BROOK"), to be held at 1250 Turks Head Building,
Providence, Rhode Island at 10:00 a.m. local time on June 26, 2000, and at
any and all postponements, continuations or adjournments thereof (collectively
the "Meeting"). This Information Statement and the accompanying Notice of
Annual Meeting will be first mailed or given to OAK BROOK's stockholders on or
about June 14, 2000.
All shares of OAK BROOK's common stock, no par value per share (the "Voting
Shares"), represented in person will be eligible to be voted at the Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
<PAGE> 2
ITEM 1. DATE, TIME AND PLACE INFORMATION
The enclosed information statement is provided by the Board of OAK BROOK for use
at the Annual Meeting of Stockholders to be held at the Company's headquarters
at 1250 Turks Head Building, Providence, Rhode Island at 10:00 a.m. on
June 26, 2000, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on May 26, 2000 (the
"Record Date") will be entitled to vote at the meeting or any adjournment or
adjournments thereof. On that date the Company had outstanding shares of
Common Stock entitled to one (1) vote per share (the "Voting Shares").
The affirmative vote of the holders of a majority of the Company's Voting
Shares is required to approve each of the Proposals.
The presence of the holders of a majority of the issued and outstanding shares
of Voting Shares voting as a single class, entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business at the
meeting.
BACKGROUND INFORMATION
A Plan and Agreement of Share Exchange (the "Agreement") was executed on May 19,
2000 by and among OAK BROOK, PVAXX and Gerard M. Werner ("Werner") and
Mark T. Thatcher ("Thatcher"), who joined in the execution of the Agreement for
the purpose of making certain covenants regarding the transaction contemplated
therein. OAK BROOK is a corporation duly organized and validly existing under
the laws of the state of Colorado, with its registered office at 17 West
Cheyenne Mountain Boulevard, Colorado Springs, Colorado 80906 its principal
executive office at 1250 Turks Head Building, Providence, Rhode Island 02903,
and its phone number is (401) 272-5800; PVAXX is a corporation duly organized
and validly existing under the laws of the State of Florida, with its registered
office located in the city of Fort Meyers, State of Florida, its principal
executive office at 12799 New Brittany Boulevard, Ft. Meyers, Florida 33907 and
its phone number is (941) 274-9355.
The respective boards of directors of OAK BROOK, PVAXX deemed it desirable and
in the best interests of their respective corporations, for OAK BROOK to acquire
the outstanding capital stock of PVAXX in exchange for 20,000,000 shares of the
common stock of OAK BROOK and 10,000,000 shares of the Preferred Stock of OAK
BROOK and have proposed, declared advisable and approved such exchange
(the "Exchange") pursuant to this Agreement, which Agreement has
<PAGE> 3
been duly approved by resolutions of the respective boards of directors of
OAK BROOK and PVAXX. This Agreement requires that a shareholders' meeting be
called by OAK BROOK for the purposes of approving the Exchange prior to closing.
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and recommends for
shareholder approval, the restatement and amendment of the Company's Articles
of Incorporation in order to change the Company's name to "PVAXX CORPORATION".
Approval of the restatement and amendment will not result in any other material
amendment or change to the Company's Articles of Incorporation. The restatement
and amendment is required to effect the Company's acquisition of PVAXX.
PROPOSAL TWO
APPROVAL OF PLAN AND AGREEMENT OF SHARE EXCHANGE
The Board of Directors has unanimously approved, and recommends for
shareholder approval, a Plan and Agreement of Share Exchange (the "Exchange"),
whereby OAK BROOK will acquire all issued and outstanding capital stock of
PVAXX in exchange for 20,000,000 shares of the Common stock of OAK BROOK and
10,000,000 shares of the Preferred Stock of OAK BROOK.
PROPOSAL THREE
ELECTION OF DIRECTORS
At the Meeting, the successors to the current Board of Directors will be
elected for a term of office, such term to commence on the effective date of
the Exchange. The nominee directors who are chosen to fill vacancies on the
Board shall hold office until the next election for which those nominee
directors are chosen, and until their successors are duly elected by the
stockholders.
The following table sets forth the ages of and positions and offices presently
held by each nominee director of the Company. For information about
ownership of the Company's Voting Securities by each nominee director, see
"BENEFICIAL OWNERSHIP OF VOTING SECURITIES."
<PAGE> 4
<TABLE>
<CAPTION>
Date First
Became Positions and Offices
Name Age Director With the Company
-------------------- ---- ---------- ---------------------
<S> <C> <C> <C>
Henry Stevens * N/A None
Bryan Wade * N/A None
------------------------------------------------------
<FN>*Nominees for election at this meeting.
Please see personal biographies at Item. 7
</FN>
</TABLE>
<PAGE> 5
ITEM 2. REVOCABILITY OF PROXY
Not Applicable
ITEM 3. DISSENTERS' RIGHT OF APPRAISAL
OAK BROOK hereby offers its shareholders Dissenter's Rights as provided for in
Article 7-113-101 through 7-113-302 of the CBCA. If an OAK BROOK shareholder
elects to exercise their Dissenter's Rights in accordance with Article
7-113-204, said shareholder of OAK BROOK will be paid the fair value thereof
as determined by the Board of Directors.
<PAGE> 6
The Board of Directors has determined the fair value of each share
of Common Stock to be $0.11. The determination of the per share fair value
was computed based on a number of considerations including the following:
(i) the Company has had no operations for approximately two years;
(ii) the Company has negative book value and no assets as of September 30,
1999; and
(iii)other similar public shell companies have in effect been sold in the
marketplace for cash consideration of $150,000 to $200,000 which would
result in a fully diluted per share value of approximately $0.11 per
share.
The Board of Directors of the Company believe that the Exchange will be in the
best interest of OAK BROOK shareholders. However, shareholders are entitled to
assert their Dissenter's Rights (fair market value of $0.11 per share) no later
than June 26, 2000, as a result of this transaction as explained in
Section 7-111 of the CBCA.
In order to obtain the fair market value payment for OAK BROOK shares, a
shareholder must mail or deliver their intention to the following address:
The Board of Directors
Oak Brook Capital IV, Inc.
1250 Turks Head Building
Providence, RI 02903
Pursuant to Article 113 of the CBCA, each shareholder has the right and is
entitled to dissent from the completion of the Exchange and receive payment
of the fair value of the Common Shares owned by any such shareholder
("Dissenters' Rights"). In the event a shareholder elects to exercise
Dissenters' Rights, such shareholder must comply with the applicable
procedures set forth in Sections 7-113-201 through 7-113-209 of the CBCA, as
summarized below, in order to receive payment of the fair value of any Common
Shares. In compliance with Section 7-113-201 of the CBCA, a copy of Article
113 of the CBCA and its summary are set forth below.
<PAGE> 7
Summary of Article 113 of the CBCA
THE FOLLOWING IS ONLY A SUMMARY OF THE PROCEDURES FOR
DISSENTING SHAREHOLDERS PRESCRIBED BY SECTIONS 7-113-101 THROUGH
7-113-302 OF THE CBCA AND IS QUALIFIED IN ITS ENTIRETY BY THE FULL
TEXT OF ARTICLE 113 OF THE CBCA AS SET FORTH BELOW
Section 7-113-102 of the CBCA provides that each record or beneficial
shareholder of the Company is entitled to dissent from the Exchange and demand
payment of the fair value of the shares of Common Stock owned by such
shareholder. In accordance with Section 7-113-202 of the CBCA, in order for
a shareholder to exercise Dissenters' Rights, such shareholder must, prior to
the taking of the vote of the shareholders on the Exchange, deliver to the
Company written notice of such shareholder's intent to demand payment for
shares in the event the Exchange is approved and shall not vote such
shareholder's shares in favor of the Exchange.
In accordance with Section 7-113-203 of the CBCA, within ten days after
the Exchange is effected, the Company must deliver a written dissenter's
notice ("Dissenter's Notice") to all shareholders who satisfy the
requirements of Section 7-113-202 of the CBCA. The Dissenter's Notice must
state that the Exchange was authorized and the effective date of the Exchange,
set forth the address at which the Company will receive payment demands
and where stock certificates shall be deposited, supply a form for
demanding payment, which form shall request an address from the dissenting
shareholder to which payment is to be made, and set the date by which the
Company must receive the payment demand and stock certificates, which date
shall not be less than 30 days after the date the Dissenter's Notice was
delivered. Furthermore, the Dissenter's Notice may require that all
beneficial shareholders, if any, certify as to the assertion of
Dissenters' Rights, and be accompanied by Article 113 of the CBCA.
Pursuant to Section 7-113-204 of the CBCA, a shareholder receiving the
Dissenter's Notice must demand payment in writing and deposit such shareholder's
stock certificates in accordance with the terms of the Dissenter's Notice.
A shareholder who does not comply with the foregoing requirements is not
entitled to the fair value of such shareholder's shares under Article 113 of the
CBCA.
Upon the later of the effective date of the Exchange, or upon receipt of
a demand for payment by a dissenting shareholder, the Company must pay
each dissenting shareholder who complies with Section 7-113-204 the
amount the Company estimates to be the fair value of such shares, plus
accrued interest in accordance with Section 7-113-206 of the CBCA. The
payment must be accompanied by (i) the Company's balance sheet as of the
fiscal year ending not more than sixteen months before the date of
payment, an income statement for that year, a statement of change in
shareholders' equity for that year, and the latest available interim
financial statement; (ii) a statement of the Company's estimate of the
fair value of the shares; (iii) an explanation by the Company of how the
interest was calculated; (iv) a statement of the dissenting shareholder's
right to demand payment under Section 7-113-209 of the CBCA; and (v) a copy
of Article 113 of the CBCA.
In the event a dissenting shareholder is dissatisfied with the Company's
payment or offer of payment, such dissenting shareholder, pursuant to
Section 7-113-209 of the CBCA, may notify the Company in writing within 30
days after the Company makes or offers to pay each dissenting shareholder,
of such shareholder's own estimate of the fair value of such shares and the
amount of interest due, and demand payment of such shareholder's estimate,
less any payment already made by the Company under Section 7-113-206, or
reject the Company's offer under Section 7-113-208 and demand payment for
the fair value of the shares and interest due. A dissatisfied dissenting
shareholder may effect the foregoing if: (i) the dissenting shareholder
believes that the amount paid or offered is less than the fair value of the
shares or that the interest due is incorrectly calculated; (ii) the Company
has failed to makepayment within 60 days after the date set for demanding
payment; or (iii) the Company does not return the deposited stock
certificates within the time specified by Section 7-113-207 of the CBCA. In
the event a demand for payment under Section 7-113-209 remains unresolved,
the Company may commence a court proceeding to determine the fair value of
the shares and accrued interest within 60 days after receiving the payment
demand from a dissenting shareholder.
TITLE 7. COLORADO BUSINESS CORPORATION ACT
ARTICLE 113. DISSENTERS' RIGHTS
PART 1. RIGHT OF DISSENT - PAYMENT FOR SHARES
C.R.S. 7-113-101 (1996)
7-113-101. Definitions
For purposes of this article: (1) "Beneficial shareholder" means the
beneficial owner of shares held in a voting trust or by a nominee as the
record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring domestic or
foreign corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7- 113-102 and who exercises that right at the
time and in the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion
would be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at the legal rate as
specified in section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares that are registered in the name of a nominee to the extent such
owner is recognized by the corporation as the shareholder as provided in
section 7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.
7-113-102. Right to dissent
(1) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares in the
event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party if:
(I) Approval by the shareholders of that corporation is
required for the merger by section 7-111-103 or 7-111-104
or by the articles of incorporation; or
(II) The corporation is a subsidiary that is merged with its
parent corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is
a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation
for which a shareholder vote is required under section 7-112-102
(1); and
(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity
controlled by the corporation if the shareholders of the
corporation were entitled to vote upon the consent of the
corporation to the disposition pursuant to section 7-112-102 (2).
(1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any class
or series of shares which either were listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended,
or on the national market system of the national association of securities
dealers automated quotation system, or were held of record by more than two
thousand shareholders, at the time of:
(a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholders'
meeting at which the corporate action is submitted to a vote;
(b) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the
corporate action; or
(c) The effective date of the corporate action if the corporate action
is authorized other than by a vote of shareholders.
(1.8) The limitation set forth in subsection (1.3) of this section shall not
apply if the shareholder will receive for the shareholder's shares, pursuant
to the corporate action, anything except:
(a) Shares of the corporation surviving the consummation of the plan
of merger or share exchange;
(b) Shares of any other corporation which at the effective date of the
plan of merger or share exchange either will be listed on a national
securities exchange registered under the federal "Securities
Exchange Act of 1934", as amended, or on the national market
system of the national association of securities dealers automated
quotation system, or will be held of record by more than two
thousand shareholders;
(c) Cash in lieu of fractional shares; or
(d) Any combination of the foregoing described shares or cash in lieu
of fractional shares.
(2) (Deleted by amendment, L. 96, p. 1321, 30, effective June 1, 1996.)
(2.5) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in the event
of a reverse split that reduces the number of shares owned by the
shareholder to a fraction of a share or to scrip if the fractional share or
scrip so created is to be acquired for cash or the scrip is to be voided
under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair value
of the shareholder's shares in the event of any corporate action to the extent
provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the shareholder's
shares under this article may not challenge the corporate action creating
such entitlement unless the action is unlawful or fraudulent with respect to
the shareholder or the corporation.
7-113-103. Dissent by nominees and beneficial owners
(1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any
one person and causes the corporation to receive written notice which states
such dissent and the name, address, and federal taxpayer identification
number, if any, of each person on whose behalf the record shareholder asserts
dissenters' rights. The rights of a record shareholder under this
subsection (1) are determined as if the shares as to which the record
shareholder dissents and the other shares of the record shareholder were
registered in the names of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the shares
held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than
the time the beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents with
respect to the shares held by any one or more beneficial shareholders, each
such beneficial shareholder must certify to the corporation that the
beneficial shareholder and the record shareholder or record shareholders of
all shares owned beneficially by the beneficial shareholder have asserted,
or will timely assert, dissenters' rights as to all such shares as to which
there is no limitation on the ability to exercise dissenters' rights. Any such
requirement shall be stated in the dissenters' notice given pursuant to
section 7-113-203.
7-113-201. Notice of dissenters' rights
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting, the notice of
the meeting shall be given to all shareholders, whether or not entitled to
vote. The notice shall state that shareholders are or may be entitled to
assert dissenters' rights under this article and shall be accompanied by a copy
of this article and the materials, if any, that, under articles 101 to 117 of
this title, are required to be given to shareholders entitled to vote on the
proposed action at the meeting. Failure to give notice as provided by this
subsection (1) shall not affect any action taken at the shareholders' meeting
for which the notice was to have been given, but any shareholder who was
entitled to dissent but who was not given such notice shall not be precluded
from demanding payment for the shareholder's shares under this article by
reason of the shareholder's failure to comply with the provisions of section
7-113-202 (1).
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104, any written or oral solicitation of a shareholder to execute a
writing consenting to such action contemplated in section 7-107-104 shall
be accompanied or preceded by a written notice stating that shareholders are or
may be entitled to assert dissenters' rights under this article, by a copy of
this article, and by the materials, if any, that, under articles 101 to 117 of
this title, would have been required to be given to shareholders entitled to
vote on the proposed action if the proposed action were submitted to a vote at
a shareholders' meeting. Failure to give notice as provided by this subsection
(2) shall not affect any action taken pursuant to section 7-107-104 for which
the notice was to have been given, but any shareholder who was entitled to
dissent but who was not given such notice shall not be precluded from
demanding payment for the shareholder's shares under this article by reason
of the shareholder's failure to comply with the provisions of section
7-113-202 (2).
7-113-202. Notice of intent to demand payment
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting and if notice
of dissenters' rights has been given to such shareholder in connection with
the action pursuant to section 7-113-201 (1), a shareholder who wishes to
assert dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the
shareholder's shares if the proposed corporate action is
effectuated; and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104 and if notice of dissenters' rights has been given to such
shareholder in connection with the action pursuant to section 7-113-201 (2), a
shareholder who wishes to assert dissenters' rights shall not execute a writing
consenting to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the shareholder's
shares under this article.
7-113-203. Dissenters' notice
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized, the corporation shall give a written dissenters'
notice to all shareholders who are entitled to demand payment for their shares
under this article.
(2) The dissenters' notice required by subsection (1) of this section shall
be given no later than ten days after the effective date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for
certificated shares must be deposited;
(c) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment
demand and certificates for certificated shares, which date shall
not be less than thirty days after the date the notice required by
subsection (1) of this section is given;
(f) State the requirement contemplated in section 7-113-103 (3), if
such requirement is imposed; and
(g) Be accompanied by a copy of this article.
7-113-204. Procedure to demand payment
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in accordance
with the terms of the dissenters' notice:
(a) Cause the corporation to receive a payment demand, which may be
the payment demand form contemplated in section 7-113-203 (2) (d),
duly completed, or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to transfer
the shares, until the effective date of the proposed corporate action giving
rise to the shareholder's exercise of dissenters' rights and has only the
right to receive payment for the shares after the effective date of such
corporate action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1)(b), the demand
for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the shareholder's
share certificates as required by the date or dates set in the dissenters'
notice is not entitled to payment for the shares under this article.
7-113-205. Uncertificated shares
(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the
transfer thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.
7-113-206. Payment
(1) Except as provided in section 7-113-208, upon the effective date of
the corporate action creating dissenters' rights under section 7-113-102 or
upon receipt of a payment demand pursuant to section 7-113-204, whichever is
later, the corporation shall pay each dissenter who complied with section
7-113-204, at.
7-113-302. Court costs and counsel fees
(1) The court in an appraisal proceeding commenced under section 7-113-301
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court
shall assess the costs against the corporation; except that the court may
assess costs against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters acted
arbitrarily, vexatiously, or not in good faith in demanding payment under
section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the
requirements of part 2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor
of any other party, if the court finds that the party against whom
the fees and expenses are assessed acted arbitrarily, vexatiously,
or not in good faith with respect to the rights provided by this
article.
(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to said counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefitted.
ITEM 4. PERSONS MAKING THE SOLICITATION
The enclosed information statement is distributed by the Board of Directors
(the "Board of Directors") of OAK BROOK. The cost of distribution will be borne
by the Company. In addition to the distribution by mail, officers and
employees of the Company may distribute in person. The Company may reimburse
brokers or persons holding stock in their names, or in the names of their
nominees, for their expenses in sending the information statement to the
beneficial owners.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Not Applicable
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of June 10, 2000 by (i) each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock,
(ii) each director, and (iii) all executive officers and directors as a
group. Each person has sole voting and sole investment or dispositive power
with respect to the shares shown except as noted.
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------------------------
Name and address #of %of
-------------------------------------------------------
<S> <C> <C>
Mark T. Thatcher 552,500 45%
1250 Turks Head Building
Providence, RI 02903
Gerard M. Werner 552,500 45%
1250 Turks Head Building
Providence, RI 02903
All Executive Officers 1,105,000 90%
and Directors as a
Group (2 persons)
Total Shares
Outstanding 1,228,000 100%
</TABLE>
<TABLE>
<CAPTION>
Voting Control
--------------------------------------------------------------------------------
Percent of Total Votes in
Number of Votes in Matters Matters Submitted to
Name Submitted to Shareholders Shareholders
--------------------------------------------------------------------------------
<S> <C> <C>
Mark T. Thatcher 552,500 45%
Gerard M. Werner 552,500 45%
All Executive Officers
and Directors as a Group 1,105,000 90%
(2 persons)
Total Votes 1,228,000 100%
</TABLE>
Management of OAK BROOK has advised that they may acquire additional shares of
OAK BROOK Common Stock from time to time in the open market at prices prevailing
at the time of such purchases.
BENEFICIAL OWNERSHIP OF PVAXX SECURITIES
The following table sets forth certain information regarding beneficial
ownership of PVAXX Common Stock as of June 10, 2000 by (i) each person
known by PVAXX to own beneficially more than 5% of the outstanding Common
Stock, (ii) each director, and (iii) all executive officers and directors as a
group. Each person has sole voting and sole investment or dispositive power
with respect to the shares shown except as noted.
<TABLE>
<CAPTION>
---------------------------------------------
<S> <C> <C>
COMMON STOCK
------------------------------------
Name and address # of %of
of beneficial owner shares Class Options
------------------------------------------------------------------------
Henry Stevens 19,400,000 97.00% -
PREFERRED STOCK
------------------------------------
Henry Stevens 10,000,000 100.00% -
</TABLE>
PRICE RANGE OF COMMON STOCK
Not Applicable
DIVIDENDS
The Company has never paid dividends with respect to the Common Stock and
currently does not have any plans to pay cash dividends in the future.
There are no contractual restrictions on the Company's present or future
ability to pay dividends. Future dividend policy is subject to the discretion
of the Board of Directors and is dependent upon a number of factors,
including future earnings, capital requirements and the financial condition
of the Company. The Colorado Corporation Code provides that a corporation may
not pay dividends if the payment would reduce the remaining net assets of the
corporation below the corporation's stated capital plus amounts constituting a
liquidation preference to other security holders.
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
In 1998 and 1999, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent.
THE DIRECTORS AND EXECUTIVE OFFICERS OF OAK BROOK
The directors and executive officers of the Company, their ages and positions
held in the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company Since
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Mark T. Thatcher 35 President and Director May 15, 1998
Gerard M. Werner 30 Vice President and Director May 15, 1998
</TABLE>
All directors of the Company will hold office until the next annual meeting
of the shareholders and until their successors have been elected and
qualified.
The officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their successors are elected and shall have qualified, or
until resignation or removal from office.
Summary of Experience and Responsibilities
-------------------------------------------------------
Gerard M. Werner- Vice President and Director
Mr. Werner passed the District of Columbia, Court of Appeals Bar
examination in February of 1998. Since that time he has served as Case Design
Manager for the Equitable, April 1998-Sept. 1998. He is a registered
representative, having passed series 6 and series 63, as well as Virginia's Life
and Health Insurance licensing exam.
Mr. Werner graduated from the Georgetown University Law School in 1997,
where he served as a staff member of the American Criminal Law Review Volume 33,
and as Articles and Notes Editor Volume 34. He published author Volume 33-3,
Eleventh Survey of White Collar Crime-"Tax Evasion."
Mark T. Thatcher- President and Director
Mr. Thatcher attended the University of Denver where he earned his law
degree and masters in business administration. He is presently a member of
the State Bar of Colorado; Court of Appeals, District of Columbia; Committee
Member of the Securities Forum, Colorado, Washington D.C. and the American Bar
Association; and Member of the International Society of Business Law.
Mr. Thatcher has participated as a business and legal advisor for a number
of public and privately held companies. He has been retained for federal and
state securities compliance, venture capital analysis, public and private
mergers and acquisitions, corporate reorganization/restructuring, and
international franchising development. From 1991 through 1995, Mr. Thatcher
was "of counsel" to Daniel P. Edwards, P.C., an "AV" rated Colorado law firm.
The firm was "of counsel" to Hughes Dorsey, Denver, Colorado Heron Burchette,
Washington D.C., and Sparks, Dix and Enoch, Colorado Springs, Colorado. From
1995 through August of 1999, he served as general Counsel to Acadia Group, Inc.
(Ticker "ANHS") and CollegeLink.com (Ticker "APS"). He has recently joined the
Providence-based law firm of Nadeau & Simmons, P.C. in an "of counsel" capacity.
He is an honorary member of Alpha Kappa Delta, Sutton Award candidate, and
recipient of the E.V. Graham Scholarship Merit Award.
Complaince with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------
Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the
Common Stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission. Officers, directors
and greater than ten percent beneficial owners also are required by rules
promulgated by the Securities and Exchange Commission to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required,
the Company believes that during 1999 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
Committees of the Board
-------------------------------
Not Applicable
Board and Committee Attendance
-------------------------------------------
In 1998 and 1999, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent. At the Meeting,
the successors to the current Board of Directors will be elected for a term of
office, such term to commence on the effective date of the Exchange. The
nominee directors who are chosen to fill vacancies on the Board shall hold
office until the next election for which those nominee directors are chosen,
and until their successors are duly elected by the shareholders.
THE NOMINEE DIRECTORS
The following table sets forth the ages of and positions and offices
presently held by each nominee director of the Company. For information about
ownership of the Company's Securities by each nominee director, see
"BENEFICIAL OWNERSHIP OF PVAXX SECURITIES."
<TABLE>
<CAPTION>
Date First
Became Positions and Offices
Name Age Director With the Company
---------------------------------------------------------------------------
<S> <C> <C> <C>
Henry Stevens* N/A None
Bryan Wade* N/A None
----------------------------------------------------------------
<FN>* Nominees for election at this meeting.
</FN>
</TABLE>
Personal Biographies and Summary of Experience
----------------------------------------------------------------
Henry Stevens, President and Director
From 1979 to 1986, Mr. Stevens was the Agricultural Manager in Bisley, UK.
From there, Mr. Stevens was a design consultant in packaging development at
Deranged Design from 1987 to 1993. It was here that Mr. Stevens first became
involved with PVA polymers. He was Managing Director at Churchill Technology
(IOM) Ltd., which is a PVA technology company. He then served as Managing
Director of FIP Holdings, Ltd., which is a PVA development company until 1997.
In 1998, Mr. Stevens began serving as Managing Director of PVAXX Group. His
experience with PVA materials, particularly in young companies, will
certainly be a valuable tool in PVAXX's development.
Bryan Wade, Vice President and Director
Mr. Wade has extensive sales and marketing experience, beginning in 1985,
when he served as Director of Multi-National Sales and Marketing at CFS.
Mr. Wade held similar positions in Weststar Marketing and SAS marketing Ltd.
In early 2000, Mr. Wade joined PVAXX as a Vice President, overseeing all
sales and marketing for the company.
(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE FOR OAK BROOK
Long Term Compensation
____________________________________________________________________________
Annual Compensat. Awards Payouts
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award(s) Opt P/outs Comp.
Position Year Salary Bonus($) ($) ($) SARs(#) ($) ($)
_____________________________________________________________________________
Mark
Thatcher 1999 $ 0 - 0 -
Chief
Executive 1998 0 - 0 -
Officer
Gerard
Werner 1999 0 - 0 -
President
1998 0 - 0 -
Indemnification and Limitation of Liability
----------------------------------------------------
The Company's Articles of Incorporation include provisions which eliminate or
limit the personal liability of the Company's directors except in situations
when a director shall be liable for (i) a breach of Section 7-5-114 of the
Colorado Business Corporation Act, including liability for improper dividends
or distributions; (ii) a breach of loyalty; (iii) failure to act in good
faith; (iv) intentional misconduct or knowing violation of the law; or (v)
obtaining an improper personal benefit. In addition, the Articles of
Incorporation allow for the indemnification of any director or officer to
the fullest extent permitted by the Colorado Corporation Code as in effect at
the time of the conduct of such person.
No employee of the Company receives any additional compensation for his
services as a director. The Company has no retirement, pension or profit
sharing program for the benefit of its directors, officers or other
employees. The Board of Directors may recommend one or more such programs
for adoption in the future.
SUMMARY COMPENSATION TABLE FOR PVAXX
Long Term Compensation
____________________________________________________________________________
Annual Compensat. Awards Payouts
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Rest. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award(s)Opt. P/outs Comp.
Position Year Salary Bonus($) ($) ($) SARs(#) ($) ($)
_____________________________________________________________________________
Director
Stevens, 1999 0 0 - - - - -
Henry (annualized)
1998 0 0 - - - - -
Director
Wade, 1999 0 0 - - - - -
Bryan (annualized)
1998 0 0 - - - - -
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
The Company hereby incorporates by reference any of the information required
by paragraph (d) of this Item, that is contained in the Company's Form
10-KSB, Item 9, filed with the Securities and Exchange Commission on April
17, 2000.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Not Applicable
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
No action is to be taken by the Company with respect to the modification of
any class of securities of the Company, or the issuance or authorization for
issuance of securities of the Company in exchange for outstanding securities
of the Company.
ITEM 13. FINANCIAL AND OTHER INFORMATION
The Company hereby incorporates by reference any of the information required
by paragraph (a) of this Item, that is contained in the annual report to
security holders and the Company's Form 10KSB, Item 8, filed with the
Securities and Exchange Commission on April 17, 2000, and interim reports
filed on Form 10QSB for the period ended May 16, 2000.
The Company and PVAXX hereby provides the information as required by
paragraph (a) of this Item as follows:
OAK BROOK CAPITAL IV, INC.
TABLE OF CONTENTS
Independent Auditors' Report...........................................F - 2
Financial Statements
Balance Sheet - December 31, 1999..................................F - 3
Statements of Operations -
Years Ended December 31, 1999 and 1998.............................F - 4
Statement of Changes in Stockholders' Equity -
Years Ended December 31, 1999 and 1998............................F - 5
Statements of Cash Flows -
Years Ended December 31, 1999 and 1998.............................F - 6
Notes to Consolidated Financial Statements.............................F - 7
<PAGE> F-2
OAK BROOK CAPITAL IV, INC.
(A Development Stage Company)
March 29, 2000
Shareholders and Board of Directors
OAK BROOK CAPITAL IV, INC.
Newport, Rhode Island
Report of Independent Auditors
We have audited the accompanying balance sheet of Oak Brook Capital
IV, Inc. (a development stage Company) as of December 31, 1999, and the
related statements of operations and stockholders' equity for the year
ended December 31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oak Brook Capital
IV, Inc. (a development stage Company) as of December 31, 1999, and
the results of operations, and its cash flows for the year ended December 31,
1999 in conformity with generally accepted accounting principles.
/s/ Dennis W. Bersch
Milwaukee, Wisconsin
March 29, 2000
<PAGE> F-3
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C> <C>
OTHER ASSETS:
Organizational Costs $ 4,200
Less accumulated amortization (1,365)
Total other assets $ 2,835
Total assets $ 2,835
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 10,225
Total current liabilities $ 10,225
EQUITY:
Preferred Stock, no par value,
10,000,000 shares authorized
Common Stock, no par value,
50,000,000 shares authorized,
1,228,000 shares outstanding;
1,105,200 shares issued at
$.0038 $ 4,200
122,800 shares issued by gift 0.00
Issued and Outstanding $ 4,200
Deficit accumulated during the
development stage (11,590)
Total equity $ (7,390)
Total liabilities and equity $ 2,835
</TABLE>
<PAGE> F-4
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
REVENUE $ 0
COSTS AND EXPENSES:
Audit and professional fees $ 2,500
Amortization of Organizational Cost 840
Net loss $ (3,340)
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 1,228,000
Profit (loss) per share $ (0.0027)
</TABLE>
<PAGE> F-5
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common
Shares Stock Retained
Issued Amount Earnings Equity
<S> <C> <C> <C> <C>
Equity at Inception $ -
Shares issued at inception
for services at $0.0038
per share 1,105,200 $ 4,200 $ 4,200
Shares issued by gift 122,800
Retained Earnings
12/31/98 $ (8,250) (8,250)
Net loss for the year
ended 12/31/99 - - $ (3,340) $(3,340)
TOTAL 1,228,000 $ 4,200 $(11,590) $(7,390)
</TABLE>
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
SOURCES OF CASH
Investment $ -
USES OF CASH
Professional Fees $ -
Bank Charges - -
Net cash provided this year -
Balance beginning of year -
Cash Balance as
December 31, 1999 $ -
<PAGE> F-7
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 1, 1998, in the State of Colorado.
The Company is in the development stage and its intent is to operate as
a capital market access corporation and to acquire one or more existing
businesses through merger or acquisition. The Company has had no significant
business activity to date. The Company has selected the calendar year as its
fiscal year.
Organizational costs
Organizational costs include costs for professional fees and are amortized
using the straight-line method over five years.
Net loss per share
The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
2. STOCKHOLDERS' EQUITY
On May 15, 1998, the Company issued 1,105,200 shares of its no par value
common stock to affiliates for services valued at their fair market value
of $4,200. The shares were issued pursuant to Rule 701 of the Securities
Act of 1933 (the "Act") and are restricted securities within the meaning of
Rule 144 of the Act. An additional 122,800 shares were issued as qualified
gifts during 1998.
3. RELATED PARTY TRANSACTIONS
There have been no related party transactions since the issuance of shares
using organization costs as consideration.
<PAGE> F-7
using organization costs as consideration. The account payable of $7725.00
reflects $4225.00 for services in connection with the organization of the
company and $3500.00 for the December 31 audit.
PVAXX MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and related notes therto to be filed subsequently.
PLAN OF OPERATION
PVAXX does not currently have any external sources of working capital. PVAXX's
Management has not entered into any commitments for significant capital
expenditures. Furthermore, there are no plans to hire additional employees
unless Management is successful in securing a substantial capital infusion.
On May 19, 2000 PVAXX entered into an Agreement to effectively become a
wholly-owned subsidiary of OAK BROOK. This transaction will be structured as
a share exchange whereby the existing shareholders of PVAXX will obtain
control of OAK BROOK. Upon completion of this transaction, there can be no
assurance that the combined companies will have sufficient funds to
undertake any significant development, marketing and manufacturing
activities. Accordingly, the combined companies will be required to either
seek additional debt or equity financing or obtain funding from third
parties, in exchange for which the combined companies might be required to
issue a substantial equity position. There is no assurance that the
combined companies will be able to obtain additional financing on terms
acceptable to the combined companies. If Management is successful in
obtaining additional funding, these funds will be used primarily to
provide working capital needed for repayment of outstanding notes payable,
software development, sales and marketing expense and to finance research,
development and advancement of intellectual property concerns. A
description of the PVAXX business is provided in ITEM 14.
LIQUIDITY AND CAPITAL RESOURCES
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of March 31, 2000,
reflects a current asset value of $0.00, and a total asset value of $0.00
in the form of cash and capitalized organizational costs.
The Company will carry out its plan of business as discussed below.
RESULTS OF OPERATIONS
During the period from May 16, 2000 (inception) through May 15, 2000,
the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
reporting as a registrant under Section 12 of the Securities Exchange Act of
1934, as amended. No revenues were received by the Company during
this period.
Need for Additional Financing
The Company believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended, for a period of approximately two years.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") issued by the Financial Accounting Standards Board ("FASB"),
under which deferred tax assets and liabilities are provided on differences
between the carrying amounts for financial reporting and the tax basis of
assets and liabilities for income tax purposes using the enacted tax rates.
Under SFAS 109, deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in future periods. A
valuation allowance is recognized, if on the weight of available evidence,
it is more likely than not that some portion or the entire deferred tax
asset will not be realized.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995.The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.
The Company does not expect adoption to have a material effect on its
financial position or results of operations.Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123") issued by the FASB, is effective for specific transactions
entered into after December 15, 1995. The disclosure requirements of SFAS
123 are effective for financial statements for fiscal years beginning no
later than December 15, 1995. The new standard established a fair value
method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from
non-employees in exchange for equity instruments. The Company does not expect
adoption to have a material effect on its financial position or results of
operations.
FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY
The discussion contained herein has been prepared by the Company and is based
on existing law as contained in the Code, amended United States Treasury
Regulations ("TreasuryRegulations"), administrative rulings and court
decisions as of the date of this Registration Statement. No assurance can be
given that future legislative enactments, administrative rulings or court
decisions will not modify the legal basis for statements contained in this
discussion. Any such development may be applied retroactively to transactions
completed prior to the date thereof, and could contain provisions having an
adverse affect upon the Company and the holders of the Common Stock. In
addition, several of the issues dealt with in this summary are the subjects of
proposed and temporary Treasury Regulations. No assurance can be given that
these regulations will be finally adopted in their present form.
Y2K COMPLIANCE
PVAXX has conducted an assessment of issues related to the Year 2000 and
determined that all its computer driven systems and software in use are
able to recognize, calculate, and display data-related dates correctly
after the year 1999. PVAXX can not determine the impact the Year 2000 will
have on its key suppliers. However, if PVAXX's key suppliers do not
convert their systems to become Year 2000 compliant, PVAXX may be adversely
impacted.
FORWARD LOOKING STATEMENT
This Management's Discussion and Analysis of Financial Condition and Results
of Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent,
belief or current expectations of PVAXX and members of its management team
as well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and
that actual results may differ materially from those contemplated by such
forward-looking statementward-looking statements. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in the future
operating results over time. The Company believes that its assumptions are
based upon reasonable data derived from and known about its business and
operations and the business and operations of PVAXX. No assurances are made
that actual results of operations or the results of the Company's future
activities will not differ materially from its assumptions.
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
A Plan and Agreement of Share Exchange was executed on May 19, by and among
OAK BROOK, PVAXX, and Mark T. Thatcher and Gerard M. Werner, who joined in
the execution of the Agreement for the purpose of making certain covenants
regarding the transaction contemplated therein. OAK BROOK is a corporation
duly organized and validly existing under the laws of the state of Colorado,
with its registered office at 17 West Cheyenne Mountain Blvd., Colorado
Springs, Colorado 80906, its principal executive office at 1250 Turks Head
Building, and its phone number is (401) 272-5800; PVAXX is a corporation
duly organized and validly existing under the laws of the state of Florida,
with its registered office located in the city of Ft. Myers, State of
Florida, its principal executive office at 12799 New Brittany Boulevard,
Ft. Myers, FL 33907, and its phone number is (941)274-9355; and Mark T.
Thatcher is the Chairman and Secretary and Gerard M. Werner is the
President and a Director of OAK BROOK.
The respective boards of directors of OAK BROOK and PVAXX
deemed it desirable and in the best interests of their respective
corporations, for OAK BROOK to acquire the outstanding capital stock of
PVAXX in exchange for the issuance of shares of the common and preferred
stock of OAK BROOK and have proposed, declared advisable and approved such
share exchange (the "PVAXX EXCHANGE") pursuant to this Agreement, which
Agreement has been duly approved by resolutions of the respective boards of
directors of OAK BROOK and PVAXX.
This Agreement requires that a shareholders' meeting be called by OAK BROOK
for the purposes of approving the PVAXX Exchange prior to closing.
The PVAXX Exchange shall become effective on the "Effective Date", such
date being the later upon which (i) amended Articles of Incorporation are
filed with the Secretary of State of Colorado and (ii) a Certificate of
Exchange is filed with the Secretary of State of Florida. The "Closing Date"
will be on or within one (1) business day of the date the Agreement is
approved by the shareholders of OAK BROOK.
Effect of PVAXX Exchange
In all other respects, the identity, existence, purposes, powers, objects,
franchises, rights, and immunities of OAK BROOK shall continue unaffected and
unimpaired by the PVAXX Exchange, and the corporate identity, existence,
purposes, powers, objects, franchises, rights, and immunities of PVAXX shall
continue unaffected, except that, as a result of the PVAXX Exchange, OAK BROOK
shall own all issued and outstanding shares of PVAXX. Accordingly, on the
Effective Date, PVAXX shall become a wholly-owned subsidiary of OAK BROOK.
The laws of Colorado shall continue to govern OAK BROOK. On and after the
Effective Date, the articles of incorporation of PVAXX shall be the articles
of incorporation of OAK BROOK until further amended in the manner provided by
law and in such articles of incorporation (the "Articles"). On the Effective
Date, the bylaws of PVAXX shall be the bylaws of OAK BROOK (the "Restated
Bylaws") until altered, amended, or repealed, or until new bylaws shall be
adopted in accordance with the provisions of law, the Articles, and the
Restated Bylaws.
Conversion of PVAXX's Stock and Other Securities
PVAXX shareholders will surrender one hundred percent (100%) of their issued and
outstanding common and preferred shares to OAK BROOK on the date of execution
of this Agreement. In exchange for receipt of one hundred percent (100%) of
PVAXX shares, OAK BROOK, on the terms and subject to the conditions herein
set forth, shall issue and deliver to PVAXX shareholders:
(i) On the Closing Date, 20,000,000 Common Shares, no par value
("OAK BROOK Common Stock"), of OAK BROOK, on a share-for-share basis,
registered in the name of the PVAXX shareholder or its nominee; and
(ii) On the Closing Date, 10,000,000 Preferred Shares, $20.00 par value
("OAK BROOK Preferred Stock"), of OAK BROOK, on a share-for-share
basis, registered in the name of the PVAXX shareholder or its nominee.
OAK BROOK Common Stock. None of the currently issued and outstanding
shares of OAK BROOK Common Stock, no par value, issued and outstanding
at the effective time of the PVAXX Share Exchange shall be converted
as a result of the PVAXX Share Exchange;
Fractional Interests. No fractional shares of preferred or common
stock of OAK BROOK or certificate or scrip representing the same shall
be issued. In lieu thereof each holder of PVAXX Shares having a
fractional interest arising upon such conversion will be rounded up
into one full additional share of common stock of OAK BROOK;
Status of Common Stock. All Shares of common stock of OAK BROOK into
which PVAXX Shares are converted as herein provided shall be fully
paid and non-assessable and shall be issued in full satisfaction of
all rights pertaining to such OAK BROOK Common Stock;
Status of Preferred Stock. All Shares of preferred stock of OAK BROOK
into which PVAXX Shares are converted as herein provided shall be
fully paid and non-assessable and shall be issued in full satisfaction
of all rights pertaining to such OAK BROOK Preferred Stock;
(vii) Independent Appraisal, Right to Dissent and Obtain Payment for
Shares; Procedures for Protection of Dissenter's Rights. In order to
establish a "fair value" for the PVAXX Shares which are paid in cash
in lieu of conversion into the Shares of OAK BROOK, as provided in
this Article VI, the Board of Directors of PVAXX shall establish the
value of PVAXX Shares prior to the PVAXX Share Exchange, and shall
afford to such shareholders of PVAXX all of the rights, and implement
the procedures for protection of dissenters' rights, pursuant to the
provisions of the Florida General Corporation Law, Section 10.22 et
seq., as amended, the terms and provisions of which are hereby
incorporated by reference and made a part hereof.
On the Effective Date, by virtue of the PVAXX Exchange each share of
PVAXX Common Stock and each PVAXX option to purchase PVAXX Common
Stock issued and outstanding immediately prior to the Effective Date
shall be converted into the right to receive from OAK BROOK the following
consideration (in the aggregate, the "PVAXX Consideration"):
(i) Issuance of Shares and Options in connection with the PVAXX
Exchange. The aggregate number of OAK BROOK Shares of common
stock to be issued or reserved for issuance in connection with
the PVAXX Exchange shall be twenty million (20,000,000) As
soon as practicable after the PVAXX Exchange becomes effective,
OAK BROOK shall cause its transfer agent (the "Transfer Agent")
to issue to the shareholders of OAK BROOK, on a pro rata basis,
an aggregate of twenty million (20,000,000) Shares of OAK BROOK
common stock in exchange for all the existing shares of PVAXX
common stock.
Additionally, on the Effective Date, OAK BROOK shall issue, on
a pro rata basis, an aggregate of ten million (10,000,000) Shares
of OAK BROOK Preferred Stock in exchange for all the existing
shares of PVAXX preferred stock. In addition, on the Effective
Date, OAK BROOK shall reserve ten million (10,000,000)
shares of OAK BROOK common stock for possible issuance in
connection with an existing PVAXX Convertible Debt security.
The calculation of pro rata distributions for the purposes of
this section shall be made by dividing the aggregate number of
OAK BROOK Shares of common stock to be issued or reserved for
issuance in connection with the PVAXX Exchange by the aggregate
number of PVAXX Shares of common stock issued or reserved as
a result of options, warrants, convertible securities or other
commitments. No other issuance of securities is required to
effect the PVAXX Exchange.
(ii) Fractional Interests. No fractional shares of common stock
of OAK BROOK or certificate or script representing the same shall
be issued. In lieu thereof each holder of PVAXX Shares or
PVAXX Options having a fractional interest arising upon
such conversion will be rounded up into one full additional share
of OAK BROOK common stock;
(iii) Status of Common Stock. All Shares of common stock of OAK
BROOK into which PVAXX Shares are converted as herein provided
shall be fully paid and non-assessable and shall be issued in
full satisfaction of all rights pertaining to such Shares;
PVAXX Shareholder Dissenter's Rights
The Board of Directors of PVAXX shall establish the value of PVAXX's
Shares prior to the PVAXX Exchange, and shall afford to the
shareholders of PVAXX all of the rights, and implement the
procedures for protection of dissenters' rights, pursuant to the
provisions of the Florida Generally accepted accounting
principles, and the capital surplus and retained earnings
accounts of PVAXX shall be determined, in accordance with
generally accepted accounting principles, by the board of
directors of PVAXX. Nothing herein shall prevent the board of
directors of PVAXX from making any future changes in its
accounts in accordance with law.
The PVAXX Exchange is intended to qualify as an I.R.C. 368(b)
tax-free reorganization. At the Closing, (a) PVAXX shall deliver
to OAK BROOK a statement (in such form as may be reasonably
requested by counsel to OAK BROOK) conforming to the requirements
of Section 1.897-2(h)(1)(i) of the United States Treasury
Regulations, and (b) PVAXX shall deliver to the IRS the
notification required under Section 1.897 - 2(h)(2) of the
United States Treasury Regulations.
Investment Representation Letter
At the Closing, each of the PVAXX Shareholders shall execute and
deliver to PVAXX an investment representation letter statement in
such form as may be reasonably requested by counsel.
PVAXX CORPORATION--
DESCRIPTION OF THE BUSINESS
Nature of Activities - PVAXX CORPORATION ("PVAXX" or the "Company")
was incorporated as a Florida corporation on March 16, 2000.
Pvaxx Corporation, is the parent company of the Pvaxx group of
companies.
The Pvaxx group consists of Pvaxx Technologies Ltd, which holds the
the patents and intellectual property. Pvaxx Research & Development
Ltd, the company undertaking all ongoing trials and developments.
And also does business as Pvaxx Engineering, which manufactures all
our pelleting machines and Pvaxx Pharmaceutical which manufactures
and supplies capsule making machinery. Pvaxx Europe) Ltd is the
European sales company of the group.
Pvaxx has just taken possession of a newly built European HQ near
Malmesbury in Wiltshire, which includes 3000sqft sales offices,
2000sqft engineering, 2000sqft development labs, 4000sqft
manufacturing areas and 4800sqft currently being converted to
clean room manufacturing.
Pvaxx is a completely biodegradable polymer. We believe PVAXX
represents a genuine advance in polymer technology. Management
feels that Pvaxx will be a major contributor to the reduction in
the environmental and ecological impact of plastics. PVAXX offers
the potential of practical solutions to worldwide waste disposal
problems, as all products manufactured from Pvaxx biodegrade into
non-toxic elements when disposed of through water immersion or in
landfill.
Pvaxx is a newly formulated polymer, created by a patented
process and manufactured from the chemical raw material
Polyvinyl Alcohol 'pva' and other food-grade additives, which
have been used in consumer markets for over 25 years. Thus its
properties, both physical and toxicological, as well as its
environmental impact from its bio-degradation on disposal have
been studied in depth.
Pvaxx, is a stable, flexible polymer similar to other everyday
polymers. It is available in various grades suitable for most
product areas. Pvaxx production consumes a very low level
of energy as no external heat is introduced, creating potentially
greater environmental advantages.
Pvaxx polymer grades are available from L800 ($1200) per metric
tonne. This makes it comparable with PP, PVC, PE, PET etc. PVAXX
is far less expensive than other biodegradable polymers currently
in the market.
Pvaxx pharmaceutical grades are available from L3000 ($4800) per
metric ton.
The various technologies that make up Pvaxx were either acquired by
or developed within Pvaxx Group.
Development was undertaken within the Irish Government Research and
Development Department, PERA, Leeds University and University of
North London and within our own facilities both in England and in
the Isle of Man. The above have a wide range of experience in the
development of laboratory led research and testing of polymers
and plastic processes and products. More than a decade of
associated research and over five years of laboratory and
industrial assessment has gone into the development of Pvaxx.
This includes full industrial, scientific and technical assessment
throughout its development.
Pvaxx offers biodegradability at a cost that is competitive when
compared with other plastics. Alternative products based on
starch additives, fragment, but may not decompose. Those polymers
that do biodegrade are generally expensive and can be difficult to
process.
Pvaxx process eliminates the problems usually associated pva
production; such as thermal degradation and the need to generate
high temperatures. It can be processed using current extrusion
lines, blow-moulders and injection moulders etc., without
modifications usually required with pva products.
Pvaxx is particularly well-suited to filament and fibre formation,
for use in spunbond, non-woven and melt-blowing applications.
Pvaxx can be processed on Pvaxx Pharmaceutical Capsule machines to
produce and fill with powder or liquid medicines to make medical
capsules or food supplements.
The Pvaxx manufacturing process enables highly accurate compounding
and pelleting with consistent quality.
Pvaxx is a competitively priced material thus it can be used in the
manufacture of basic and premium products. These include, but are
not limited to, the following areas listed together with some
consumption examples.
Agricultural Agro-chem sachets, Mulch films, Plant pots Household
Bags, Diapers, Drinking straws, Femcare products, Hangers,
Incontinence pads, Sachets, Six pack rings Industrial Chemical
sachets, Disposable clothing, Expanded foams, Gloves.
Leisure Film canisters, Golf tees, Shotgun cartridges Medical
Bedpans, Bowls, Cotton buds, Hospital curtains, 'One-use'
sterile products, capsules.
Pvaxx has test marketed using a UK chemical/polymer distributor,
enabling Pvaxx to refine such things as packaging, grades and
pricing before a international launch.
The manufacturing division is currently capable of producing up to
10,000 tons per annum of Pvaxx, with further capacity currently
being manufactured to increase outputs by 20,000 tons per annum.
Pvaxx's management believes the Company has the ability to
manufacture further production capacity to increase production by
a further 20,000 tons every 14 weeks when required.
The raw materials used are all sourced from the major manufacturers
such as, Nippon Gohsei, Omya, ECC, Chang Cheung, Unichema ,
Jordan Carbonate, etc.
The selling of Pvaxx via the internet supported by our technical
centre provides 24hr access to sales and technical information.
Pvaxx has already started to appoint polymer and chemical
distribution agents, therefore increasing active promotion of
Pvaxx worldwide.
MARKETS
Plastic has become essential to the functioning of modern life
around the world. The plastics market has recently been valued at
more than $200 billion per year and continues to rise.
Eight percent of US household waste, over 13 million tons per year,
is made up of plastics and is consigned to landfill. This is
repeated throughout the developed world.
".... studies now confirm only 20 per cent of plastic waste could be
recycled.." said Mr. Reg. McCabe director of the Plastics Industries
Association of Ireland......in the light of growing public
concern about additional landfill sites..... business called on
Government to help out with 136,000 tonnes of plastic packaging
waste which are produced each year...
PERA have completed a detailed market study for Pvaxx showing an
immediate market of 30 million tonnes in areas where Pvaxx is
cheaper or has other attributes that make it immediately superior
to current the polymers being used.
MARKETING PLAN
The marketing strategy for Pvaxx is very important and we are not
just selling a product by purely following a product marketing
strategy. Management believes PVAXX offers a solution to policy
makers by offering the option of a "green"(or environmentally
friendly) polymer such as Pvaxx.
Press, Public Relations and Lobbying
Given the range of applications in all kinds of sectors in many
parts of the world, Management feels the PR potential for Pvaxx
is huge.
PVAXX is beginning to create a multi language media relations
program embracing both trade and technical media, together with
"heavy" national newspapers and magazines in appropriate sectors,
such as food, fashion, pharmaceuticals etc.
Pvaxx also presents the opportunity for a media event in which we
could effectively demonstrate the biodegradability of Pvaxx. We can
also supply all media and key people we target with a small case
of samples that enables them to carry out their own experiment.
In this era of over consumption and plastic use, Management
believes policy makers are looking to promote new plastics which
are environmentally friendlier than existing plastics and in
particular biodegradable.
Environmental attributes such as complete biodegradability are highly
sought after by industry and policy makers especially due to plastic
related issues such as:
- Low environmental rating from cradle to grave
- Endocrine mimicry
- Waste and packaging problems including landfill over capacity,
incineration and dioxin issue, take back requirements, recycling
requirements, agricultural leaching etc.
Due to new research on phthalates and similar plastics which can cause
endocrine mimicry, policy makers are looking at substitutes for such
plastics to justify a ban.
In addition governments are also looking to find solutions to the
mountains of plastic waste accumulating in their landfills and to the
toxicity problems of plastic residue in soil, groundwater or via leaching
directly into foodstuffs. Not to mention dioxin emissions when plastics
are burned. These issues have led to interim solutions such as recycling,
take back policies etc.. but policy makers believe that the ultimate
solution remains the complete biodegradability of plastics.
In order to properly "inform" policy makers of the existence and benefits
of Pvaxx, Management intends to employ a two tiered approach:
First, all relevant actors at the Senior Government level must be
personally informed of the environmental attributes of Pvaxx. This
informing process is a delicate balancing act based on knowledge of
institutional and political interplay.
As the debate on plastic products and waste develops Pvaxx must be seen
as a pro-active industry producing a new green product.
If the company has won the hearts of officials through sound R&D and
environmental proof, new legislation in its favor will most likely be
forthcoming, as long as the "informing" process has been conducted in a
professional/diplomatic manner.
Second, local and state governments and local authorities must also be
approached.
Of course throughout the entire "informing process" new elements or developments
must be integrated into the strategy and used to influence each actor. In
addition, we hope to forge alliances with parties also interested in changing
national legislation to benefit cleaner plastics. These parties could be
industry federations or representatives as well as respected non-governmental
organizations.
Interactive Website
A "live" website, initially in 5 languages with an active inquiry office and
updateable news section is at the heart of the marketing.
Profile Document
We have produced a publication about Pvaxx and the environment. It too is
reflective of the website; but is presented specifically for serious people who
influence the purchase of plastics.
Advertising
Here we have an opportunity to gain exposure both to people who buy and people
who influence. The media coverage of the Company will provide useful additional
advertising for the product and vise versa. We intend to place announcements
of the share exchange in the FT, the Wall Street Journal, Paris Match etc.
together with product advertisements in magazines in sectors such as food and
drink, pharmaceuticals, etc.
Expenditure
We have budgeted about $160,000 with a possible growth from earnings to
$800,000. The former will give us good exposure, the second would enable us to
put Pvaxx forward as a highly visible global brand
ENVIRONMENTAL ISSUES
Plastics have considerable utility but also result in significant amounts
of waste - both during manufacture and following their use as products.
Unfortunately this waste has a highly visible profile which, combined
with its indefinite lifespan, does not allow the problem to fade from
either the public or the legislators minds.
As environmental issues become increasingly voiced, the use and disposal
of 'traditional' plastic materials which currently are non biodegradable,
are becoming a cause for concern. Public opinion, i.e. regarding the
threat to the environment, has caused the European Union (EU) to outline
quality standards for products, production standards and pollution levels
which will enable countries within the EU to tighten their legislation
DISPOSAL AND POLLUTION
Biodegradation of PVA
PVA biodegrades with the aid of micro-organisms commonly found in waste water.
Due to the extensive usage of PVAs in a variety of industries, a considerable
number of studies have been under taken confirming that Polyvinyl alcohol is
biodegradable under both aerobic conditions (sewage treatment with air) and
anaerobic conditions (precipitation onto unstirred sludge).
1. Aerobic Conditions
Activated sludge, mineral nutrients and the test material as the sole carbon
source in an aqueous solution are placed together in a 4 litre glass vessel
equipped with an agitator and aerated at 22C under diffuseillumination for up to
28 days. The degradation process is monitored by determination of the dissolved
organic carbon content (DOC) level in filtered samples of the mix. The reduction
in DOC is plotted against time. A loss of greater than 70% of DOC is considered
as evidence of ultimate biodegradability.In general it is found that the rate of
DOC loss will depend on whether the sewage sludge has adapted to the compound
under consideration. It is seen that the PVA is degraded virtually completely in
about 14 days with the non-adapted sludge and in about 5-6 days for the adapted
sludge.
2. Anaerobic Conditions
The method used was one developed by the Water Research Association and
subsequently published by the UK Standing Committee of Analysts
The principle of the method is that under anaerobic conditions a chemical may be
broken down through certain types of bacteria to give methane and carbon
dioxide. Determining the difference in total gas produced (CH4 + C02) by
anaerobic digesting sludge alone (blank) and by the sludge supplemented with the
test chemical gives an assessment of biodegradability.
The test chemical is incubated with digesting sludge in bottles sealed with
septa through which a determination of pressure increase can be measured which
in turn can be converted to the quantity of gas produced. This is compared to
the total theoretical gas production to give a percentage degradation figure.
Using a non adapted sewage sludge it is seen that degradation is not so rapid as
that found under aerobic conditions but again it is expected that an adapted
sludge would cause faster degradation
Biodegradation, Organisms and Effluent Disposal of Polyvinyl Alcohol
The biodegradability of polyvinyl alcohol has been principally studied in
relation to the use of the polymer in textile manufacturing and finishing
processes. The polymer has a negligible biological oxygen demand (BOD)
for periods up to 30 days when exposed to non-acclimated domestic sludge
micro-organisms. In these conditions, the polyvinyl alcohol present in an
effluent does not inhibit the metabolism of existing activated sludge
micro-organisms. Activated sludge micro-organisms can be acclimated to
polyvinyl alcohol under the conditions of conventional waste water
treatment processes. Studies of the long-term biodegradability of
polyvinyl alcohol and other textile chemicals compared 30 day BOD
results with the COD of samples, and indicated that activated sludge
treatment removed 94 of polyvinyl alcohol: long-term aeration is
recommended for biological treatment.
Controlled experimentation with polyvinyl alcohol indicate that the polymer may
be completely degraded.
A range of organisms able to degrade and assimilate polyvinyl alcohol completely
has been identified and studied in detail. The polymer is attacked by
Pseudomonas 0-3 (isolated from soil by growing cultures on nutrient agar for 12
days at 27C) which produces and secretes a polyvinyl alcohol-degrading enzyme
into the medium. Isolation and purification of this enzyme indicated that it was
an oxidase, since it degraded polyvinyl alcohol oxidatively, producing hydrogen
peroxide, with degradation products including terminal carboxyl groups and
methyl ketones.
The degradation of polyvinyl alcohol therefore consists of two types of
reaction:- oxidation of hydroxyl groups and cleavage of C-C linkages, with
production of hydrogen peroxide in addition.
In more recent studies, mixed continuous cultures of polyvinyl alcohol-utilizing
symbionts have been developed. These are stable mixed cultures of Pseudomonas
VM15C and Pseudomonas putida VMl5A. The former produced a polyvinyl
alcohol-degrading enzyme and the latter produced an essential growth factor for
polyvinyl alcohol utilization by strain VMl5C. The predominant metabolzing
strain was VM15C, with the growth supporter VMl5A as a minor component. The
growth-limiting substrate for strain VMl5C in the mixed continuous culture is
the growth culture produced by strain VMl5A.
A micro-organism for polyvinyl alcohol degradation similar to Pseudomonas
vesicularis has been isolated, which requires thiamin as a growth factor with
glucose present, and also requires three amino acids (tyrosine or phenylalanine,
isoleucine, and cystine) and has been named P. vesicularis var. povalolyticus
PH. Another organism believed to be a different variety of P. vesicularis, able
to grow on polyvinyl alcohol medium without additional nutrient, has been
isolated.
CONCLUSION
Polyvinyl alcohol can be bio-degraded under both aerobic and anaerobic
conditions. Degradation is faster with adapted sewage sludges and probably
faster under aerobic rather than anaerobic conditions.
Other than biodegradation there are currently three methods by which the visual
impact of plastic pollution can be reduced. The problem common to each
alternative is the vast amount of time and energy required to separate,
collect, transport and segregate astronomical numbers of pieces of waste.
Incineration
Apart from requiring considerable amounts of energy, incineration will also
produce vast quantities of gases, contributing to the 'greenhouse effect', with
all its publicly negative aspects. PVC, one of the commonest pollutants, when
combusted produces hydrogen chloride, requiring expensive materials in the
construction of incinerators along with downstream acid gas scrubbing equipment.
Overall incineration is expensive and creates further pollution.
Land Fill
Land fill sites are expensive in terms of construction and management and tie up
valuable land for indefinite periods. They are filling up and closing at a high
rate so reducing the number of available sites.
Recycling
This requires the physical separation on each waste site of all plastic from non
plastic material. This then has to be followed by the attempted sorting and
segregation of different types of plastic from each other, without the benefit
of chemical analysis. Next the waste is transported to the recycling site for
treating and re-analyzing before re-inclusion into a manufacturing process.
A daunting time consuming and expensive task, which is open to accidental
miss-sorting and subsequent abortive processing. To quote the British Plastics
Federation Statistics Handbook:-
"the problem for industry is that reprocess feedstocks are often of inconsistent
quality and there remain concerns about incorporating reclaimed material into
food or technical applications."
The problem is not confined to Western Europe. In the USA, where household waste
stands at 190 million tons per annum, thirteen million of this represents
plastic products which are delivered to landfill. Because of such pollution
issues Japan now exports its waste and countries like Canada, Australia and
France are in a similar position.
TOXICOLOGY APPRAISAL
Extensive work has been done testing PVA and derivatives for toxic
properties. Work has also been done to evaluate the tolerability of both
skin and mucous membranes; from which the conclusion was that no untoward
effects were revealed in animal tests. The following conclusions have
been reached by evaluation of test results:-
3 PVA is virtually non-toxic in acute tests (LD50 for rats after oral
administration). Also 90 day feeding tests on rats with selected film grades
did not reveal any harmful effect in relation to behaviour, body weight
development, or food acceptance by them, even in the case of the largest amounts
administered (5% in the food). No harmful effects or changes were observed in
haematological, clinico-chemical or urine examinations or in the microscopic
evaluation and histological examination of the internal organs.
2 Tests with dilute solutions have revealed that sensitive fish suffer no
ill-effects even in water with concentration of 500 mg film per litre.
PVA is not a skin irritant as determined in the Patch Test in accordance with
the FDA (Food and Drug Administration) specifications current at the time of the
experiment.
4 PVA does not irritate the mucous membrane in the eye (irritation test in
accordance with FDA specification).
5 PVA has no toxic effect due to absorption following repeated application to
the skin. The material has also been certified for use in cosmetics.
6 Standard precautions should be taken to avoid inhalation of any dust formed
during processing, for general reasons of industrial hygiene, by use of a dust
mask.
7 PVA can be employed in the manufacture of consumer goods as defined in
paragraph 5 of the German Federal Foodstuffs and Consumer Goods Law of
August 15, 1974 in accordance with various recommendations of the Plastics
Committee of the German Federal Ministry of Health. Thus, in accordance with
Recommendation XXXVI, "Paper cartons and cardboard for foodstuffs packaging",
PVA can be employed as a surface decoration and coating material. The FDA allows
its use as adhesives and as a resin for coatings for food packaging.
OTHER DEGRADABLE POLYMERS
Many plastics are now being marketed, at least partially, on their environmental
merits. This may be for very different reasons e.g. The following list of some
degradable polymers manufacturers and is divided into: Synthetic polymers,
Starch-based polymers, Biopolymers and Biocompostibles;
Synthetic Polymers
Carbonnages de France - have developed a polyurethane material used for
mortuary shrouds.
Union Carbide - have developed Caprolactone polyester for tree seedling
containers.
Starch-based Polymers
Warner-Lambert, USA. - 'Novon' product claimed to be suitable as a
replacement for PS and PE in disposable product applications eg injection
moulding of pharmaceutical capsules.
Biopolymers
(Plastic materials produced by micro-organisms)
Monsanto, England - 'Biopol' (predominately polyhydroybutyrate) -
promoted as 'Nature's Plastic'. Basically a thermoplastic linear
polyester used for bottles and mouldings. This relatively stiff material
produced by biological fermentation of sugars to produce carbohydrates
from which 'Biopol' is manufactured. Fully biodegradable.
Biocompostibles
(standard plastics with a starch additive)
There are many companies in this category, but as only the starch
additive biodegrades and the starch loaded derivatives do not fully
biodegrade, they leave small particles of undegraded polyethylene, or
other polymer and cause ecological dangers which have been under
investigation.
EXISTING LEGISLATION
Generally speaking, governments have been wary of legislating against particular
plastics as this would lead to distortions in the market. The following list is
a sample of legislation and is not necessarily up to date.
EC Legislation Community Waste Management Strategy suggests a five point
strategy for dealing with waste (not only plastics);
1) prevention;
2) recycling and re-use;
3) optimisation of final disposal;
4) regulation of transport;
5) remedial action.
Waste Framework Directive (75/442), amended, requires member States to
establish waste authorities and encourage waste prevention, recycling and
processing. The definitions of waste and disposal were tightened up under the
amendment.
Denmark
Statutory Order 397 states that beer and soft drinks may only be sold in
refillable packaging, ruling out PET and PVC bottles. There is a tax on all
landfill or incinerated waste in order to encourage waste minimisation and
recycling.
France
Established a number of voluntary agreements between industry and government to
set targets for recycling plastics.
Germany
Waste Avoidance and Management Act increasingly requires manufacturers to be
responsible for the waste they produce.
Italy
Legislation on the control of non-degradable products. Required all packaging
materials to be biodegradable and banned plastic bags - other than for waste
collection. Law was revised following industry pressure to require 'fast
biodegradability or easy recovery for recycling'. An ecology tax of 100 lire
per plastic bag which was less than 90% degradable. This was supported by
the European Court of Justice.
USA
Many states have laws requiring that 'six pack' rings and fast food packaging
should be manufactured from degradable materials and banning non degradable
garbage sacks from landfill.
General
Eco-taxes are on the horizon and may be expected to be used to reflect
the environmental costs of products. The UK government, is seriously examining
the use of economic instruments to bring about environmental improvements.
COMPETITION
The biodegradable plastics industry in which the Company operates is highly
competive. Some of fhte company's principal competitors in certain business
lines are substantially larger and better capitalized than the Company.
Because of these resourses, these companies may be better albe than the
Company to obtain new customers and to pursue new business opportunities or to
survive periods of industry consolidation.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
No action is to be taken by the Company with respect to the acquisition or
disposition of any property.
ITEM 16. RESTATEMENT OF ACCOUNTS
No action is to be taken by the Company with respect to the restatement of
any asset, capital, or surplus account of the Company.
ITEM 17. ACTION WITH RESPECT TO REPORTS
No action is to be taken by the Company with respect to any report of the
Company or of its directors, officers, or committees or any minutes of a
meeting of its security holders.
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
No action is to be taken by the Company with respect to any matter which is
not required to be submitted to a vote of security holders. Management
does not know of any other matters which may come before this meeting.
However, if any other matters are properly presented to the meeting, it is the
intention of the officers and directors named in the accompanying information
statement to vote, or otherwise act, in accordance with their judgment on
such matters.
ITEM 19. AMENDMENT OF ARTICLES, BYLAWS OR OTHER DOCUMENTS
Action will be taken by the Company with respect to the restatement and
amendment of articles of the Company, whereby the name of the company will be
changed from "Oak Brook Capital IV, Inc." to "PVAXX Corporation", the
Company's Articles of Incorporation will be amended to Copies of the
proposed Restated and Amended Articles of Incorporation are available upon
request by contacting the Company in writing at 1250 Turks Head Building,
Providence, Rhode Island 02903.
ITEM 20. OTHER PROPOSED ACTION
No action is to be taken by the Company on any matter not specifically
referred to in this Schedule 14C.
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed May 26, 2000 as the record date for the
determination of shareholders entitled to vote at the meeting. At the close
of business on that date there were outstanding and entitled to vote
1,328,000 shares of Common Stock entitled to one (1) vote per share
(the "Voting Shares"). The affirmative vote of the holders of a majority of
the Company's Voting Shares is required to approve each of the Proposals.
The directors, officers and affiliates of the Company as a group own or may be
deemed to control 1,200,000 shares of Common Stock constituting ninety percent
(90%) of the outstanding shares of Voting Shares. Each of the directors,
nominated directors and officers has indicated his or her intent to vote all
shares of Voting Shares owned by him or her in favor of each item set forth
herein.
ITEM 22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT
Not applicable
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
