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SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box(es):
x Preliminary Information Statement
- ------
Definitive Information Statement
- ------
Confidential, for Use of the Commission Only
- ------ (as permitted by Rule 14-c5(d)(2))
EDUDATA CORPORATION
-----------------------
(Name of Registrant as Specified in Charter)
Payment of filing fee (check the appropriate box):
$125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g).
- ------
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
- ------
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed Maximum Aggregate Value of Transaction:
(5) Total Fee Paid:
Fee paid previously with preliminary materials.
- ------
(1) Set forth amount on which the filing fee is calculated and
state how it was determined.
Check box if any part of the fee is offset as provided by Exchange Act
- ------ Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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PRELIMINARY
INFORMATION
STATEMENT
EDUDATA CORPORATION
200 North Westlake Boulevard, Suite 202
Westlake Village, California 91362
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NOTICE OF ACTION BY STOCKHOLDERS WITHOUT A MEETING
PURSUANT TO SECTION 228(d) OF THE
DELAWARE GENERAL CORPORATION LAW
----------------------------------------
TO THE STOCKHOLDERS OF EDUDATA CORPORATION:
Notice is hereby given that the Board of Directors and the holders of
a majority of the outstanding shares of common stock of EDUDATA CORPORATION, a
Delaware corporation (the "CORPORATION"), have adopted an Amendment and
Restatement (the "AMENDMENT AND RESTATEMENT") of the Corporation's Certificate
of Incorporation, as previously amended (the "CERTIFICATE OF INCORPORATION").
Among other things, the Amendment and Restatement (i) changes the name of the
Corporation to Dental/Medical Diagnostic Systems, Inc.; (ii) increases the
number of authorized shares of Common Stock, par value $.01 per share (the
"COMMON STOCK"), from 10,000,000 to 20,000,000 shares; (iii) authorizes the
creation of a new class of 1,000,000 shares of Preferred Stock, par value $.01
per share; (iv) effects a one-for- 2.197317574 reverse stock split of the
shares of Common Stock issued and outstanding on the date that the Amendment
and Restatement is filed with the Delaware Secretary of State (the "EFFECTIVE
DATE") and the shares of Common Stock underlying options and other rights
granted by the Corporation on or prior to the Effective Date; and (v) effects a
restatement of certain other provisions of the Certificate of Incorporation,
including, without limitation, the provision concerning the indemnification of
officers and directors by the Corporation.
The Board of Directors of the Corporation approved the Amendment and
Restatement at a meeting held on October 3, 1996. Holders of over a majority of
the outstanding shares of the Common Stock approved the Amendment and
Restatement by written consent in lieu of a meeting, effective as of October 23,
1996, in accordance with the provisions of Section 228 of the Delaware General
Corporation Law (the "DGCL"). Accordingly, your
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consent is not required and is not being solicited in connection with this
action. Pursuant to Section 228(d) of the DGCL, you are hereby being provided
with notice of the approval by less than unanimous written consent of the
Corporation's stockholders of the Amendment and Restatement. Pursuant to the
Securities Exchange Act of 1934, as amended, along with this letter you are
being furnished with an Information Statement relating to the Amendment and
Restatement.
The record date for determining stockholders entitled to receipt of
this notice is October 2, 1996. This notice is first being mailed to such
stockholders on or about November 21, 1996. The Amendment and Restatement will
not be filed with the Secretary of State of the State of Delaware or become
effective until at least 20 calendar days after such mailing.
Date: November __, 1996 By Order of the Board of Directors
------------------------------------
Robert H. Gurevitch
Chairman of the Board of Directors and
Chief Executive Officer of
the Corporation
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EDUDATA CORPORATION
200 North Westlake Boulevard, Suite 202
Westlake Village, California 91362
----------------------------------------
INFORMATION STATEMENT
----------------------------------------
NOVEMBER __, 1996
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
This Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the
holders (the "STOCKHOLDERS") of the common stock, par value $.01 per share (the
"COMMON STOCK"), of EDUDATA CORPORATION, a Delaware corporation (the
"CORPORATION"), in connection with the approval of an Amendment and Restatement
(the "AMENDMENT AND RESTATEMENT") of the Corporation's Certificate of
Incorporation originally filed with the Delaware Secretary of State on February
23, 1983, as previously amended (the "CERTIFICATE OF INCORPORATION").
The Board of Directors of the Corporation approved the Amendment and
Restatement, subject to Stockholder approval, at a meeting held on October 3,
1996. Holders of a majority of the outstanding shares of the Common Stock
approved the Amendment and Restatement by written consent in lieu of a meeting,
effective as of October 23, 1996, in accordance with Section 228 of the
Delaware General Corporation Law (the "DGCL"). Accordingly, your consent is
not required and is not being solicited in connection with the adoption of the
Amendment and Restatement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The Amendment and Restatement shall effect the following material
changes to the Certificate of Incorporation:
(a) change the Corporation's name to Dental/Medical Diagnostic
Systems, Inc.;
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(b) increase the authorized Common Stock from 10,000,000 to
20,000,000 shares, and authorize a new class of 1,000,000
shares of Preferred Stock, par value $.01 per share (the
"PREFERRED STOCK");
(c) effect a one-for-2.197317574 reverse split of the shares of
Common Stock which are issued and outstanding on the date that
the Amendment and Restatement is filed with the Delaware
Secretary of State (the "EFFECTIVE DATE"), and the shares of
Common Stock underlying outstanding options and other rights
granted by the Corporation on or prior to the Effective Date;
and
(d) restate certain other provisions of the Certificate of
Incorporation, including, without limitation, the provisions
concerning the indemnification of officers and directors by
the Corporation.
The entire cost of furnishing this Information Statement will be borne
by the Corporation. The Corporation will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of the Common Stock held of record by them
and will reimburse such persons for their reasonable charges and expenses in
connection therewith. The Board of Directors has fixed the close of business
on October 2, 1996 as the record date (the "RECORD DATE") for the determination
of Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14(c) of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the Amendment and Restatement will
not be filed with the Secretary of State of the State of Delaware or become
effective until at least 20 calendar days after the mailing of this Information
Statement.
This Information Statement is being mailed on or about November __,
1996 to all Stockholders of record as of the Record Date.
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VOTING SECURITIES
As of the Record Date, the Corporation had 8,746,900 shares of Common
Stock issued and outstanding. Each share of outstanding Common Stock is
generally entitled to one vote on matters submitted for Stockholder approval.
Effective as of October 23, 1996, the holders of 5,058,000 shares (or
approximately 58%) of the 8,746,900 shares of Common Stock then outstanding
executed and delivered to the Corporation written consents to the adoption of
the Amendment and Restatement. Since the Amendment and Restatement has been
approved by the holders of the required majority of Common Stock no proxies are
being solicited with this Information Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information, as of the Record
Date, with respect to the beneficial ownership of the Corporation's Common
Stock by: (i) each person or group that is known by the Corporation to be the
beneficial owner of more than 5% of its outstanding Common Stock ("5%
HOLDERS"), (ii) each director or executive officer of the Corporation who
beneficially owns such shares and (iii) all directors and executive officers of
the Corporation as a group. Except as may be indicated in the footnotes to the
table and subject to applicable community property laws, each of such persons
has the sole voting and investment power with respect to the shares owned.
Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Exchange Act. Under this Rule, certain shares may be deemed to be
beneficially owned by more than one person (such as where persons share voting
power or investment power). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for
example, upon exercise of an option) within 60 days of the date as of which the
information is provided; in computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of these
acquisition rights. As a result, the percentage of outstanding shares of any
person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date. Unless otherwise
indicated, the address of each person listed below is c/o EDUDATA CORPORATION,
200 North Westlake Boulevard, Westlake Village, California 91362.
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<TABLE>
<CAPTION>
Percent of
Name Number of Shares Class Owned
<S> <C> <C>
DIRECTORS AND OFFICERS OF THE CORPORATION:
Robert H. Gurevitch (1) 2,565,000 29.3%
Hiroki Umezaki (2) 1,615,000 18.4%
Marvin H. Kleinberg (3) 15,000 *
Gerald K. Kitano (4) 15,000 *
Ronald E. Wittman 0 *
Dewey Perrigo (5) 350,000 3.9%
Merle W. Roberts (6) 50,000 *
All Officers and Directors as a Group 4,610,000 51.5%
(7 Persons)(7)
OTHER 5% STOCKHOLDERS:
Richard M. Bliss 658,000 7.5%
Paul O. Koether (8) 719,668 8.2%
211 Pennbrook Rd
Fox Hill, NJ 07931
G. Tyler Runnels (9) 588,000 6.6%
T.R. Winston & Co., Inc.
1999 Avenue of the Stars
Suite 1950
Los Angeles, California 90067
</TABLE>
- ------------------
* Less than one percent.
(1) Includes 15,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
(2) Includes 15,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
(3) Includes 15,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
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(4) Includes 15,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
(5) Includes 100,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
(6) Includes 50,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of
October 2, 1996.
(7) Includes 210,000 shares of Common Stock underlying options.
(8) Includes 488,114 shares of Common Stock held by affiliates of Mr.
Koether including 380,303 shares of Common Stock of which Mr. Koether
disclaims beneficial ownership.
(9) Includes 120,000 shares of Common Stock underlying options which were
exercisable in or which will become exercisable within 60 days of
October 23, 1996.
INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON
The Amendment and Restatement was unanimously approved by the Board of
Directors at a meeting on October 3, 1996. Effective as of October 23, 1996,
certain directors, officers, and 5% Holders of the Corporation, owning
approximately 58% of the Corporation's Common Stock approved the Amendment and
Restatement by means of a written consent.
The Stockholders have no right under Delaware law or under the
Corporation's Certificate of Incorporation or By-Laws to dissent from any of
the provisions adopted in the Amendment and Restatement.
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THE AMENDMENT AND RESTATEMENT
The following is a summary of the material terms of the Amendment and
Restatement. This summary is qualified in its entirety by reference to the
complete text of the Amendment and Restatement, which is attached hereto as
Exhibit A. Stockholders are urged to read the actual text of the Amendment and
Restatement in its entirety.
ARTICLE FIRST: CHANGE OF CORPORATE NAME
The DGCL provides that a corporation may amend its certificate of
incorporation to change its corporate name.
The Board has deemed it advisable and in the best interests of the
Corporation to amend and restate Article FIRST to effect a change in the name
of the Corporation from EDUDATA CORPORATION to Dental/Medical Diagnostic
Systems, Inc.
Although the Corporation was established in 1981, between 1988 and
1996 the Corporation's operations were limited to exploring opportunities to
acquire or become an operating business. In March 1996, the Corporation
acquired Dental/Medical Diagnostic Systems, LLC, a manufacturer of intraoral
dental cameras (the "SUBSIDIARY") and Bavarian Dental Instruments, Inc., a
manufacturer of dental burrs ("BDI"), and, since that time, has focused its
business activities on the development and marketing of devices used in the
dental medical profession. In July 1996, the Corporation determined to wind
down the operations of BDI.
In the judgment of the Board of Directors, the change of the corporate
name to Dental/Medical Diagnostic Systems, Inc., is advisable and in the best
interests of the Corporation, both to more accurately identify the new business
to be conducted by the Corporation through its newly acquired Subsidiary, and
in view of the current character and strategic focus of the business of the
Corporation.
Stockholders will be required to exchange their outstanding stock
certificates for new certificates which reflect the Corporation's new name (see
Article Fifth: Deletion of Incorporator Information and Members of the Initial
Board of Directors and Effectuation of a Reverse Stock Split, below, for
information relating to the exchange of certificates).
The amendment and restatement of Article FIRST of the Certificate of
Incorporation will not change the rights of the Stockholders.
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ARTICLE SECOND: AMENDMENT AND RESTATEMENT OF NAME AND ADDRESS
OF REGISTERED AGENT
The DGCL requires a corporation to set forth in its certificate of
incorporation the address of the corporation's registered office in the State
of Delaware, and the name of the registered agent at such address.
In the judgment of the Board of Directors, the amendment and
restatement of the name and address of the Corporation's registered agent to
reflect the Corporation's registered agent's new address, as listed in Article
SECOND of the Certificate of Incorporation, is necessary to conform with the
requirements of the DGCL.
The amendment and restatement of Article SECOND of the Certificate of
Incorporation will not change the rights of the Stockholders.
ARTICLE THIRD: RESTATEMENT OF PURPOSE
The DGCL requires a corporation to set forth in its certificate of
incorporation the nature of the business or purposes for which it is to be
organized under the DGCL.
The Board of Directors has deemed it advisable to restate Article
THIRD of the Certificate of Incorporation to indicate that the Corporation may
engage in any lawful act or activity for which a corporation may now or
hereafter be organized under the DGCL.
The restatement of Article THIRD of the Certificate of Incorporation
will not change the rights of the Stockholders.
ARTICLE FOURTH: INCREASE IN AUTHORIZED COMMON STOCK
AND AUTHORIZATION OF A NEW CLASS OF PREFERRED STOCK
A. INCREASE IN AUTHORIZED COMMON STOCK
The DGCL provides that a corporation may amend its certificate of
incorporation to increase or decrease its authorized capital stock.
The Board of Directors believes that an amendment and restatement of
Article FOURTH of the Certificate of Incorporation to increase in the number of
authorized shares of Common Stock from 10,000,000 to 20,000,000 shares is in
the best interests of the Corporation and the Stockholders so as to have
available additional authorized but unissued shares of Common Stock in an
amount adequate to provide for the future needs of the Corporation. The
additional shares will be available for issuance from time to time by the
Corporation at the discretion of the Board
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of Directors, normally without further Stockholder action (except as may be
required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
purpose including, among other things, future acquisitions of property or
securities of other corporations, stock dividends, stock splits, equity and
convertible debt financings. No Stockholder will have statutory preemptive
rights regarding any future issuance of any shares of Common Stock.
The existence of authorized but unissued and unreserved Common Stock
may enable the Board of Directors to issue shares to persons friendly to
current management which would render more difficult or discourage an attempt
to obtain control of the Corporation by means of a proxy contest, tender offer,
merger or otherwise, and thereby protect the continuity of the Corporation's
management. Although the Board of Directors has no present intention of doing
so, the Corporation's authorized but unissued Common Stock could be issued in
one or more transactions that would make more difficult or costly, and less
likely, a takeover of the Corporation. This increase is not being effected in
response to any specific effort of which the Corporation is aware to obtain
control of the Corporation, nor is the Board of Directors currently proposing
to the Stockholders any anti-takeover measures.
B. AUTHORIZATION OF A NEW CLASS OF PREFERRED STOCK
The DGCL provides that a corporation may amend its certificate of
incorporation to create new classes of stock having rights and preferences
either prior and superior or subordinate and inferior to the stock of any class
then authorized, whether issued or unissued.
The Board of Directors believes that an amendment to Article FOURTH of
the Certificate of Incorporation to authorize a new class of 1,000,000 shares
of Preferred Stock, par value $.01 per share, is in the best interests of the
Corporation and the Stockholders, and believes that it is advisable to
authorize such shares and have them available in connection with possible
future transactions, such as equity or convertible debt financings, strategic
alliances, corporate mergers, acquisitions, possible funding of new product
programs or businesses and other uses not presently determinable and as may be
deemed to be feasible and in the best interests of the Corporation. In
addition, the Board of Directors believes that it is desirable that the
Corporation have the flexibility to issue shares of Preferred Stock without
further Stockholder action, except as otherwise provided by law.
The Preferred Stock will have such designations, preferences,
conversion rights, cumulative, relative, participating, optional or other
rights, including voting rights, qualifications, limitations or restrictions
thereof as are determined by the Board of Directors. Thus, the Board of
Directors will be entitled to authorize the creation and issuance of up to
1,000,000 shares of Preferred Stock, in one or more series, with such
limitations and restrictions as may be determined in the Board's sole
discretion, without further authorization by the
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Stockholders. The Stockholders will not have statutory preemptive rights to
subscribe for shares of Preferred Stock.
The issuance of Preferred Stock with special voting rights or
conversion rights may adversely affect the voting power of the Common Stock,
including the loss of voting control by the current holders of the Common
Stock. It is not possible to determine the actual effect of the Preferred
Stock on the rights of the Stockholders of the Corporation until the Board of
Directors determines the rights of the holders of a series of Preferred Stock.
However, such effects might include (i) restrictions on the payment of
dividends to holders of the Common Stock; (ii) dilution of the voting power to
the extent that the holders of shares of Preferred Stock are given voting
rights; (iii) dilution of the equity interests and voting power if the
Preferred Stock is convertible to Common Stock; and (iv) restrictions upon any
distribution of assets to the holders of the Common Stock upon liquidation or
dissolution, and until the satisfaction of any liquidation preference granted
to the holders of Preferred Stock.
The Board of Directors is required by the DGCL to make any
determination to issue shares of Preferred Stock based upon its judgment as to
the best interests of the Stockholders and the Corporation. Although the Board
of Directors has no present intention of doing so, it could issue shares of
Preferred Stock (within the limits imposed by applicable law) and could,
depending on the terms of such series, make more difficult or discourage an
attempt to obtain control of the Corporation by means of a merger, tender
offer, proxy contest or other means. For example, the issuance of new shares
could be used to dilute the stock ownership of a person or entity seeking to
obtain control of the Corporation should the Board of Directors consider the
action of such entity or person not to be in the best interests of the
Stockholders and the Corporation. Any such issuance of Preferred Stock could
also have the effect of diluting the earnings per share and book value per
share of the Common Stock held by the holders of the Common Stock. The
authorization of the Preferred Stock is not being effected in response to any
specific effort of which the Corporation is aware to obtain control of the
Corporation, nor is the Board of Directors currently proposing to the
Stockholders any anti-takeover measures.
While the Corporation may consider effecting an equity offering of
Preferred Stock in the future for the purposes of raising additional working
capital or otherwise, the Corporation, as of the date hereof, has no agreements
or understandings with any third party to effect any such offering of Preferred
Stock and no assurances are given that any offering will in fact be effected at
any time in the future.
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ARTICLE FIFTH: DELETION OF INCORPORATOR INFORMATION
AND MEMBERS OF THE INITIAL BOARD OF DIRECTORS AND EFFECTUATION OF A REVERSE
STOCK SPLIT
A. DELETION OF INCORPORATOR INFORMATION AND MEMBERS OF THE INITIAL
BOARD OF DIRECTORS
The DGCL provides that a corporation need not restate the name of its
incorporator or the members of its initial board of directors in any
restatement of its certificate of incorporation.
The Board of Directors has determined that it is unnecessary to
restate to provisions of Article FIFTH of the Certificate of Incorporation.
The deletion of Article FIFTH of the Certificate of Incorporation will
not change the rights of the Stockholders.
B. EFFECTUATION OF A REVERSE STOCK SPLIT
The DGCL provides that a corporation may amend its certificate of
incorporation to change the number of outstanding shares of its common stock.
The Board of Directors has declared it advisable and in the best
interests of the Corporation to effect a one-for-2.197317574 reverse split (the
"REVERSE SPLIT") of the shares of Common Stock issued and outstanding on the
Effective Date, and the shares of Common Stock underlying outstanding options
and other rights granted by the Corporation on or prior to the Effective Date,
and has elected to provide for such Reverse Split in a new Article FIFTH of the
Amendment and Restatement.
Purposes of the Proposed Reverse Split
The Board of Directors believes that the Reverse Split is in the best
interests of the Corporation and the Stockholders for several reasons. The
Board of Directors believes that the Reverse Split is necessary in order to
secure certain contemplated financing in the aggregate amount of $1.6 million.
The Board of Directors also believes that the Reverse Split may enhance the
acceptability of the Common Stock by the financial community and the investing
public. The Corporation hopes that the reduction in the number of issued and
outstanding shares of Common Stock caused by the Reverse Split will result in
an increase in the market price of the Common Stock. The Board of Directors
also hopes that the proposed Reverse Split will result in a broader market for
the Common Stock than that which already exists. A variety of brokerage house
policies and practices tend to discourage individual brokers within those firms
from dealing with lower priced stocks. Some of those policies and practices
pertain to the payment of broker's commissions and to time consuming procedures
that function to make the
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handling of lower priced stock economically unattractive to brokers. In
addition, the structure of trading commissions also tends to have an adverse
impact upon the holders of lower priced stock because the brokerage commission
on a sale of lower priced stock generally represents a higher percentage of the
sales price than the commission on a relatively higher priced issue. The
Reverse Split may result in a price level for the Common Stock that will reduce
to some extent, the effect of the above-referenced policies and practices of
brokerage firms and diminish the adverse impact of trading commissions on the
market for the Common Stock. The expected increased price level may also
encourage interest and trading in the Common Stock and possibly promote greater
liquidity for the Stockholders.
However, there can be no assurance that any or all of these effects
will occur; including, without limitation, that the Corporation will secure the
contemplated $1.6 million financing, or that such price will either exceed or
remain in excess of the current market price. Further, there is no assurance
that the market for the Common Stock will be improved. Stockholders should
note that the Board of Directors cannot predict what effect the Reverse Split
will have on the market for the Common Stock.
Implementation of the Reverse Stock Split
The effect of the Reverse Split upon holders of the Common Stock or
options or other rights to acquire the Common Stock will be that, effective as
of the Effective Date, the shares of Common Stock that are issued and
outstanding on the Effective Date, and the shares of Common Stock underlying
outstanding options and other rights granted by the Corporation on or prior to
the Effective Date, will be automatically converted into the number of whole
shares of Common Stock equal to the number of shares of Common Stock owned or
underlying immediately prior to the Reverse Split divided by 2.197317574, and
the Stockholder's percentage ownership interest in the Corporation and
proportional voting power will remain unchanged, except for minor differences
resulting from adjustments for fractional shares. The rights and privileges of
the holders of shares of the Common Stock will be substantially unaffected by
the Reverse Split. The DGCL provides that if a corporation does not issue
fractional shares it may elect to pay in cash the fair value of fractions of a
share determined as of the time when those entitled to receive such fractions
are determined. No fractional shares of the Common Stock will be issued to the
Stockholders as a consequence of the Reverse Split. The Corporation will pay in
cash the fair value as of the Effective Date of fractions of a share to holders
of shares of Common Stock entitled to fractions of a share on the Effective Date
in lieu of issuing fractional shares.
The Reverse Split may result in some of the Stockholders owning
"odd-lots" of less than 100 shares of the Common Stock. Brokerage commissions
and other costs of transactions in odd-lots are generally somewhat higher than
the costs of transactions in "round-lots" of even multiples of 100 shares.
As soon as practicable after the Effective Date, the Stockholders will
be notified and required to exchange their stock certificates for new
certificates representing the shares of new Common Stock. Stockholders will be
furnished with the necessary materials and instructions
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for the surrender and exchange of stock certificates at the appropriate time by
the Corporation's transfer agent. Stockholders will not be required to pay a
transfer or other fee in connection with the exchange of certificates. THE
STOCKHOLDER SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
Federal Income Tax Consequences
The following description of federal income tax consequences is based
upon present federal tax laws and does not purport to be a complete discussion
of such consequences. ACCORDINGLY, STOCKHOLDERS ARE ADVISED TO CONSULT THEIR
OWN TAX ADVISORS FOR MORE DETAILED INFORMATION REGARDING THE EFFECT OF THE
REVERSE SPLIT ON THEIR INDIVIDUAL TAX STATUS.
The exchange of shares of pre-Reverse Split Common Stock for shares of
post-Reverse Split Common Stock will not result in recognition of gain or loss.
The holding period of the shares of post-Reverse Split Common Stock will
include the Stockholder's holding period for the shares of pre-Reverse Split
Common Stock exchanged therefor, provided that the shares of pre-Reverse Split
Common Stock were held as a capital asset. The adjusted basis of the shares of
post-Reverse Split Common Stock will be the same as the adjusted basis of the
shares of pre-Reverse Split Common Stock exchanged therefor.
ARTICLE SIXTH: RESTATEMENT OF ELECTION TO ELIMINATE
REQUIREMENT OF WRITTEN BALLOT FOR ELECTION OF DIRECTORS
The DGCL provides that a corporation may elect to not require a
written ballot for the election of its directors, but requires that the
corporation specifically state any such election in its certificate of
incorporation.
Article SIXTH of the Certificate of Incorporation states the
Corporation's election to not require a written ballot for the election of
directors. The Amendment and Restatement does not change this election.
The restatement of Article SIXTH of the Certificate of Incorporation
will not change the rights of the Stockholders.
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ARTICLE SEVENTH: RESTATEMENT OF AUTHORIZATION OF DIRECTORS
TO ADOPT, REPEAL AND AMEND CORPORATION'S BY-LAWS
The DGCL provides that a corporation may elect to permit its directors
to adopt, repeal and amend its by-laws, but that such election must be
specifically stated in its certificate of incorporation.
Article SEVENTH of the Certificate of Incorporation sets forth the
Corporation's election to permit the Corporation's directors to adopt, repeal
and amend the Corporation's By-Laws. The Amendment and Restatement does not
change this election.
The restatement of Article SEVENTH of the Certificate of Incorporation
will not change the rights of the Stockholders.
ARTICLE EIGHTH: AMENDMENT AND RESTATEMENT OF INDEMNIFICATION OF
OFFICERS AND DIRECTORS
The DGCL provides that a corporation may elect to indemnify its
officers, directors, employees and agents under certain circumstances.
Article EIGHTH of the Certificate of Incorporation, and Article
ELEVENTH of that certain Certificate of Amendment of Certificate of
Incorporation, filed as of July 22, 1987 with the Delaware Secretary of State
(the "CERTIFICATE OF AMENDMENT") set forth provisions regarding the
indemnification of officers, directors, employees and agents by the Corporation
(the "ORIGINAL INDEMNIFICATION PROVISIONS").
The Board of Directors has deemed it advisable to amend and restate
the Original Indemnification Provisions in Article EIGHTH of the Amendment and
Restatement.
The Amendment and Restatement expands the indemnification available to
the Corporation's officers and directors to the fullest extent permitted under
the DGCL. While the Original Indemnification Provisions mandate the basic
protection for such individuals that is available under the DGCL, the Board of
Directors believes it to be desirable to include a fuller statement of the
rights of officers and directors of the Corporation to indemnification by the
Corporation in certain circumstances. The Board of Directors believes that the
proposed amendments are desirable so that the Corporation can continue to
attract and retain responsible individuals to serve as its officers and
directors. The Amendment and Restatement retains certain limitations on the
Corporation's officers' and directors' right of indemnification, such as in
connection with a breach of the duty of loyalty to the Corporation and for
actions not taken in good faith.
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The Amendment and Restatement also amends the Original Indemnification
Provisions to expressly provide that the Corporation may procure insurance,
create a trust fund, grant a security interest, enter into indemnification
agreements or make other similar arrangements, to the fullest extent authorized
or permitted by law, to ensure the payment of any obligations of the
Corporation which may arise out of Article EIGHTH thereof.
The amendment and restatement of the Original Indemnification
Provisions will not materially change the rights of the Stockholders.
ARTICLE NINTH: COMPROMISE OR ARRANGEMENT BETWEEN THE
CORPORATION AND CREDITORS OR STOCKHOLDERS
Article TENTH of the Certificate of Incorporation is fully restated in
Article NINTH of the Amendment and Restatement. This Article provides that, in
the event of an application for appointment of a receiver for, or for
dissolution of, the Corporation, any compromise or arrangement between the
Corporation and its creditors or the Stockholders, if approved by the majority
of such creditors or the Stockholders, shall be binding on all creditors or the
Stockholders, provided that a court of equitable jurisdiction in Delaware has
approved such compromise or arrangement.
Section 302 of the DGCL provides that the inclusion of such language
in an original certificate of incorporation, as provided in Section 102 of the
DGCL, shall subject all creditors and stockholders of a corporation to such
provision and bind any such parties as of the date of the original certificate
of incorporation.
The Board of Directors has deemed it advisable to restate Article
TENTH of the Certificate of Incorporation as Article NINTH of the Amendment and
Restatement to ensure the continuation of the protection that such provision
affords the Corporation.
The restatement of Article TENTH of the Certificate of Incorporation
will not change the rights of the Stockholders.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Exchange Act and, in accordance therewith, files reports, proxy statements,
information statements and other information with the Securities and Exchange
Commission (the "COMMISSION"). Such information filed by the Corporation can
be inspected at the public reference facilities maintained by the Commission at
Room 1025, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois
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60661. Copies may also be obtained at prescribed rates from the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT
Pursuant to Rule 14(c)-2 under the Exchange Act, the filing of the
Amendment and Restatement with the Delaware Secretary of State, or the
effective date of such filing, shall not occur until a date at least twenty
(20) days after the date on which this Information Statement has been mailed to
the Stockholders. The Corporation anticipates that the actions contemplated
hereby will be effected on or about the close of business on December 11, 1996.
By Order of the Board of Directors
-----------------------------------
Robert H. Gurevitch
Chairman of the Board of Directors and
Chief Executive Officer of
the Corporation
Westlake Village, California
November __, 1996
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EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EDUDATA CORPORATION
A DELAWARE CORPORATION
Robert H. Gurevitch and Marvin H. Kleinberg each certifies that:
1. Robert H. Gurevitch is the duly elected and acting Chairman of
the Board, Chief Executive Officer and President, and Marvin H. Kleinberg is
the duly elected and acting Assistant Secretary, of the corporation named
above.
2. The Certificate of Incorporation of the corporation, filed
with the Secretary of State of the State of Delaware, on February 23, 1983, and
as previously amended on July 22, 1987, shall be further amended and restated
to read in full as follows:
FIRST: The name of the corporation is DENTAL/MEDICAL
DIAGNOSTIC SYSTEMS, INC. (the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may now or hereafter be
organized under the General Corporation Law of the State of Delaware as set
forth in Title 8 to the Delaware Code (the "GCL").
FOURTH: (a) The total number of shares which the
Corporation shall have authority to issue is 20,000,000 shares of common stock,
par value $0.01 per share (the "Common Stock") and 1,000,000 shares of
Preferred Stock, par value $0.01 per share (the "Preferred Stock").
(b) The holders of the issued and outstanding
shares of Common Stock shall be entitled to one vote per share of Common Stock
held by them on all matters voted upon by stockholders of the Corporation,
including, but not limited to, the election of directors.
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(c) The Preferred Stock may be divided into such
number of series as the Board of Directors of the Corporation may determine.
The Board of Directors of the Corporation is authorized to determine and alter
the rights, preferences, privileges and restrictions granted to and imposed upon
the Preferred Stock or any series thereof with respect to any wholly unissued
class or series of Preferred Stock, and to fix the number of shares of any
series of Preferred Stock and the designation of any such series of Preferred
Stock. The Board of Directors of the Corporation, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
of the Corporation originally fixing the number of shares constituting any
series, may increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series subsequent to the
issue of that series.
FIFTH: Effective upon the filing of this Amended and Restated
Certificate of Incorporation every 2.197317574 then issued and outstanding
shares of Common Stock are reconstituted and converted into one (1) share of
Common Stock and every then issued and outstanding option or other right to
purchase 2.197317574 shares of Common Stock is reconstituted and converted into
an option or other right to purchase one (1) share of Common Stock. The
Corporation shall not issue any fractional shares in connection with the
foregoing, but shall instead be authorized to pay in cash the fair value of
fractions of a share to holders entitled to issuance of fractions of a share as
of the date of the filing of this Amended Restated Certificate of Incorporation.
SIXTH: Election of directors at an annual or special meeting
of stockholders need not be by written ballot unless the Bylaws of the
Corporation shall otherwise provide.
SEVENTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors of the Corporation is
expressly authorized to adopt, repeal, alter, amend or rescind the Bylaws of
the Corporation.
EIGHTH: (a) The Corporation shall indemnify to the
fullest extent authorized or permitted by law (as now or hereafter in effect)
any person made, or threatened to be made, a defendant or witness to any
action, suit or proceeding (whether civil or criminal or otherwise) by reason
of the fact that he, his testator or intestate, is or was a director or officer
of the Corporation or by reason of the fact that such director or officer at
the request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or enterprise, in any
capacity. Nothing contained herein shall affect any rights to indemnification
to which employees other than directors and officers may be entitled by law.
No amendment or repeal of this Section (a) of Article EIGHTH shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to any acts or omissions occurring prior to such amendment or repeal.
(b) No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such a director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the extent
provided by applicable law (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of
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the GCL, or (iv) for any transaction from which such director derived an
improper personal benefit. No amendment to or repeal of this Section (b) of
Article EIGHTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
(c) In furtherance and not in limitation
of the powers conferred by statute:
(i) the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify against such liability under the
provisions of law; and
(ii) the Corporation may create a
trust fund, grant a security interest and/or use other means (including,
without limitation, letters of credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing indemnification to the
fullest extent authorized or permitted by law and including as part thereof
provisions with respect to any or all of the foregoing to ensure the payment of
such amounts as may become necessary to effect indemnification as provided
therein, or elsewhere.
NINTH: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its Stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the Corporation or of any creditor or Stockholder thereof, or
on the application of any receiver or receivers appointed for the Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the Stockholders or class of Stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization
of the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the Stockholders or class of
Stockholders, of the Corporation, as the case may be, and also in the
Corporation.
3. The foregoing Amended and Restated Certificate of
Incorporation has been duly approved by the Board of Directors of the
Corporation in accordance with Section 245 of the GCL.
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4. The foregoing Amended and Restated Certificate of
Incorporation has been duly approved, pursuant to resolutions of the Board of
Directors of the Corporation, and in accordance with Section 228 of the GCL, by
the written consent of the holders of a majority of the shares of Common Stock
outstanding.
IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Certificate of Incorporation as of the 23rd day of October, 1996.
By:
--------------------------------
Robert H. Gurevitch
President
By:
--------------------------------
Marvin H. Kleinberg
Assistant Secretary
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