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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) February 1, 1999
Commission File Number: 0-14026
DALTEX MEDICAL SCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3174562
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(State or Other Jurisdiction (IRS Employer Identification Number)
of Incorporation)
7777 Glades Road, Suite 211, Boca Raton, Florida 33434
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (561) 470-6005
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Item 1. Changes in Control of Registrant.
On February 1, 1999, the Registrant's Board of Directors
approved a resolution issuing an aggregate of 1,000,000 shares of the
Registrant's common stock to the following shareholders in the following amounts
for the par value of $.01 per share:
Robert Hausman 333,300
C. Lawrence Rutstein 333,400
MCG Partners, Inc. 333,300
Also on February 1, 1999, the Registrant designated 150,000 shares of
preferred stock as Series A Convertible Preferred Stock and issued 89,000 shares
of Series A Convertible Preferred Stock to the following shareholders in the
following amounts. A certificate of designations for the Series A Convertible
Preferred Stock was filed in Delaware on June 10, 1999.
Robert Hausman 29,667
C. Lawrence Rutstein 29,666
MCG Partners, Inc. 29,667
Each share of Series A Convertible Preferred Stock has voting rights equivalent
to 1,000 common shares in connection with any vote of holders of Series A
Convertible Preferred Stock and common stock. Each share of Series A Convertible
Preferred Stock is convertible at any time and from time-to-time, without
payment of additional consideration, into 1,000 shares of common stock.
Prior to the issuance of the 1,000,000 shares of common stock described
in the first paragraph of this Item 1 and the issuance of 89,000 shares of
Series A Convertible Preferred Stock described in the preceding paragraph, the
Registrant had issued and outstanding 8,632,699 shares of common stock. After
issuance of the 1,000,000 shares of common stock described in this Item 1 and
assuming to the conversion of all of the shares of Series A Convertible
Preferred Stock, also as described in this Item 1, the Registrant would have
issued and outstanding 98,632,699 shares of common stock of which MCG Partners,
Inc., and Messrs. Hausman and Rutstein would be the beneficial owners of
90,000,000 shares of common stock, or 91.25% of the Registrant's common stock
which would be deemed outstanding under Securities and Exchange Commission Rule
13d-3.
The Registrant has authorized 20,000,000 shares of common stock. As the
Series A Convertible Preferred Stock is convertible into 89,000,000 shares of
common stock, the Registrant intends to amend its certificate of incorporation
to increase the authorized shares of common stock to 200,000,000 shares of
common stock, par value $.001, upon approval by the Registrant's board of
directors and shareholders.
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The following table sets forth certain information as of June 20, 1999,
with respect to the Registrant's common stock held by each person known by the
Company to be the beneficial owner of more than five percent (5%) of the total
number of shares of common stock outstanding as of such date. Each beneficial
owner has sole voting and investment power with respect the shares set forth
opposite his name in the following table, except as otherwise disclosed in the
footnotes to the table or in the paragraph following the table.
<TABLE>
<CAPTION>
Amount and
Nature of Percentage of
Name and Address Beneficial Outstanding
of Beneficial Owner Ownership(1) Shares(2)
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<S> <C> <C>
Louis R.M. Del Guercio(3)
14 Pryer Lane
Larchmont, NY 10538 734,300 .74%
Herbert J. Mitschele, Jr.(4)
141 Daly Road
Far Hills, NJ 07931 458,400 .46%
Robert Hausman(5)
1900 Corporate Blvd.,#400-E
Boca Raton, FL 33431 30,000,300 30.42%
Bruce Hausman(6)
4642 Bocaire Blvd.
Boca Raton, Florida 33487 505,000 .51%
MCG Partners, Inc.(7)
7777 Glades Road, Suite 211
Boca Raton, FL 33434 30,000,300 30.42%
C. Lawrence Rutstein(8)
7777 Glades Road, Suite 211
Boca Raton, FL 33434 59,999,700 60.82%
All Executive Officers and
Directors as a group (4 persons) 61,687,400 62.54%
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</TABLE>
(1) Reflects sole voting and investment power unless otherwise indicated.
(footnotes continued on next page)
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(2) Calculated on the basis of 98,632,699 shares of common stock being
issued and outstanding including, as required by Item 403 of Regulation
S-B and Rule 13d-3, the shares of common stock underlying the 89,000
shares of Series A Convertible Preferred Stock outstanding. As of the
date of this Report on Form 8-K, the Company has authorized 20,000,000
shares of common stock and intends to increase its authorized shares of
common stock to 200,000,000 shares of common stock.
(3) Chairman and a Director.
(4) Officer and a Director. Includes 66,400 shares of Common Stock
beneficially owned by Robert J. Baer, Inc., of which Mr. Mitschele is
an affiliate, and 4,000 shares of common stock owned jointly by Mr.
Mitschele and his wife. Does not include 6,000 shares of common stock
held owned by trusts of which Mr. Mitschele's daughters are the
beneficiaries and his wife is the trustee. Mr. Mitschele disclaims
beneficial ownership of such shares held in trust.
(5) Pursuant to Rule 13d-3, includes (i) 29,667,000 shares underlying Mr.
Hausman's 29,667 shares of Series A Convertible Preferred Stock and
(ii) 333,300 shares of common stock held by Mr. Hausman. Mr. Hausman's
father, Bruce Hausman, is the President, Chief Executive Officer, and a
Director of the Registrant.
(6) President, Chief Executive Officer, and a Director. Includes 5,000
shares owned by Mr. Hausman in a retirement account and, under Rule
13d-3, 500,000 shares underlying immediately exercisable options.
(7) Pursuant to Rule 13d-3, includes 29,667,000 shares underlying MCG
Partners, Inc.'s 29,667 shares of Series A Convertible Preferred Stock
and (ii) 333,300 shares of common stock held by MCG Partners, Inc.
(8) Pursuant to Rule 13d-3, includes (i) 29,666,000 shares underlying Mr.
Rutstein's 29,666 shares of Series A Convertible Preferred Stock; (ii)
30,000,300 shares held beneficially by MCG Partners, Inc., of which Mr.
Rutstein is an officer, director and principal shareholder; and (iii)
333,400 shares of common stock held by Mr. Rutstein. Mr. Rutstein is a
Director of the Company.
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Item 2. Acquisition or Disposition of Assets.
None.
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Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant
None.
Item 5. Other Events.
None.
Item 6. Resignations of Registrant's Directors.
None
Item 7. Financial Statements and Exhibits
No financial statements are filed herewith.
3.1(c) Certificate of Designations of the Preferences of
Series A Convertible Preferred Stock
Item 8. Change in Fiscal Year.
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DALTEX MEDICAL SCIENCES, INC.
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(Registrant)
Dated: June 24, 1999 By: /s/ Bruce Hausman
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Bruce Hausman, President
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CERTIFICATE OF DESIGNATIONS OF THE PREFERENCES
OF SERIES A CONVERTIBLE PREFERRED STOCK
OF
DALTEX MEDICAL SCIENCES, INC.
(a Delaware corporation)
Daltex Medical Sciences, Inc., a Delaware corporation (the
"Corporation"), pursuant to Article Fourth of its Certificate of Incorporation
and Section 151(g) of the General Corporation Law of the State of Delaware (the
"GCL"), certifies that the Board of Directors of the Corporation, at a meeting
thereof duly called and held on February 1, 1999, at which a quorum was present
and acting throughout, duly adopted the following resolutions providing for the
issuance of a series of Preferred Stock, par value $1.00, and to consist of
150,000 shares:
RESOLVED, That the Corporation be, and it hereby is, authorized to
issue a series of Preferred Stock to be designated the Series A Convertible
Preferred Stock, $1.00 par value (the "Series A Preferred"), to consist of
150,000 shares.
RESOLVED, That the powers, designations, preferences and rights and
qualifications, limitations and restrictions on all of the Series A Preferred
shall be as follows:
1. Designation and Amount. The shares of such series shall be
designated as Series A Convertible Preferred Stock (the "Series A Convertible
Preferred Stock") and the number of shares constituted in the Series A
Convertible Preferred Stock shall be 150,000. Such number of shares may be
increased or decreased by the resolution of the Board of Directors; provided
that no decrease shall reduce the number of shares of Series A Convertible
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Convertible Preferred Stock.
2. Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series A Convertible Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, before any payment shall be made
to the holders of Junior Stock by reason of their ownership thereof, an amount
equal to $1.00 per share of Series A Convertible Preferred Stock plus the amount
of any accrued but unpaid dividends (if declared) and interest thereon. If upon
any such liquidation, dissolution or winding up of the Corporation the remaining
assets of the Corporation available for distribution to stockholders shall be
insufficient to pay the holders of shares of Series A Convertible Preferred
Stock the full
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amount to which they shall be entitled, the holders of shares of Series A
Convertible Preferred Stock shall share ratably in any distribution of the
remaining assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.
3. Voting.
(a) Number of Votes; Voting with Common Stock. Each
holder of outstanding shares of Series A Convertible Preferred Stock shall be
entitled to the number of votes equal to one thousand (1,000) times the number
of shares of Series A Convertible Preferred Stock held by such holder at each
meeting of stockholders of the Corporation (and written actions of stockholders
in lieu of meetings) with respect to any and all matters presented to the
stockholders of the Corporation for their action or consideration. Except as
provided by law, or by the provisions of the following subsections of this
Section 3, holders of Series A Convertible Preferred Stock shall vote together
with holders of common stock and not as separate classes, on any matter coming
before shareholders.
(b) Adverse Effects. The Corporation shall not amend,
alter or repeal preferences, rights, powers or other terms of the Series A
Convertible Preferred Stock so as to affect adversely the Series A Convertible
Preferred Stock without the written consent or affirmative vote of the holders
of at least 66-2/3% of the then outstanding shares of Series A Convertible
Preferred Stock given in writing or by vote at a meeting, consenting or voting
(as the case may be) separately as a class. For this purpose, without limiting
the generality of the foregoing the authorization or issuance of any series of
Preferred Stock which is on a parity with or has preference or priority over the
Series A Convertible Preferred stock as to the right to receive either dividends
or amounts distributable upon liquidation, dissolution or winding up of the
Corporation shall be deemed to affect adversely the Series A Convertible
Preferred Stock.
(c) Mergers, etc. The consent of the holders of not
less than 66-2/3% of the outstanding Series A Convertible Preferred Stock,
voting separately as a single class, in person or by proxy, either in writing
without a meeting or at a special or annual meeting of shareholders called for
the purpose, shall be necessary for the Corporation to sell all or substantially
all of the Corporation's assets or effect any merger, consolidation, share
exchange or similar transaction to which the Corporation is a party, or to enter
into any other transaction resulting in the acquisition of a majority of the
then outstanding voting stock of the Corporation by another corporation or
entity.
4. Optional Conversion. The holders of the Series A
Convertible Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):
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(a) Right to Convert. Each share of Series A
Convertible Preferred stock shall be convertible, at the option of the holder
thereof, without the payment of additional consideration by the holder thereof,
at any time and from time to time, into One Thousand (1,000) shares of Common
Stock (the "Conversion Rate"). The Conversion Rate shall be subject to
adjustment as provided below.
In the event of a liquidation of the Corporation,
the Conversion Rights shall terminate immediately prior to the payment of any
amounts distributable on liquidation to the holders of Series A Convertible
Preferred Stock.
(b) Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversion of the Series A Convertible Preferred
Stock. In lieu of fractional shares, the Corporation shall pay by a whole share
of Common Stock.
(c) Mechanics of Conversion.
(i) In order to convert shares of Series A
Convertible Preferred Stock into shares of Common Stock, the holder shall
surrender the certificate or certificates for such shares of Series A
Convertible Preferred Stock at the principal office of the Corporation, together
with written notice that such holder elects to convert all or any number of the
shares represented by such certificate or certificates. Such notice shall state
such holder's name or the names of the nominees in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. If required
by the Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or his
or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the Corporation shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at the place requested by such holder, or to
his nominees, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled, together with cash in lieu of any
fraction of a share.
(ii) The Corporation shall at all times during
which the Series A Convertible Preferred Stock shall be outstanding reserve and
keep available out of its authorized but unissued stock, for the purpose of
effecting the conversion of the Series A Convertible Preferred Stock, such
number of its duly authorized shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all outstanding Series A Convertible
Preferred Stock. Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value of the shares of Common
Stock issuable upon conversion of the Series A Convertible Preferred Stock, the
Corporation will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and
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nonassessable shares of Common Stock at such adjusted Conversion Price.
(iii) All shares of Series A Convertible
Preferred Stock surrendered for conversion as herein provided shall no longer be
deemed to be outstanding, and all rights with respect to such shares, including
the rights, if any, to receive dividends, notices and to vote, shall immediately
cease and terminate on the Conversion Date, except only the right of the holders
thereof to receive shares of Common Stock and cash in lieu of fractional shares
in exchange therefor. Any shares of Series A Convertible Preferred Stock so
converted shall be retired and canceled and shall not be reissued, and the
Corporation may from time to time take such appropriate action as may be
necessary to reduce the number of shares of authorized Series A Convertible
Preferred Stock accordingly.
(d) Adjustment for Stock Splits and Combinations. If
the Corporation shall at any time or from time to time after the date on which
any Series A Convertible Preferred Stock is first issued ("the Original Issue
Date") effect a subdivision of the outstanding Common Stock, the Conversion Rate
then in effect immediately before that subdivision shall be proportionately
adjusted. If the Corporation shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the
Conversion Rate then in effect immediately before the combination shall be
proportionately adjusted. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or combination
becomes effective.
(e) Adjustments for Certain Dividends and
Distributions. In the event the Corporation at any time or from time to time
after the Original Issue Date shall make or issue a dividend or other
distribution payable in shares of Common Stock, then and in each such event the
Conversion Rate shall be increased as of the time of such issuance, by
multiplying the Conversion Rate by a fraction,
(i) the numerator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance plus the number of shares of Common Stock issuable in
payment of such dividend or distribution, and
(ii) the denominator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance.
(f) Adjustments for Other Dividends and
Distributions. In the event the Corporation at any time or from time to time
after the Original Issue Date shall make or issue a dividend or other
distribution payable in securities of the Corporation other than shares of
Common Stock, then and in each such event provision shall be made so that
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the holders of shares of the Series A Convertible Preferred Stock shall receive
upon conversion thereof in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Corporation that they
would have received had their Series A Convertible Preferred Stock been
converted into Common Stock on the date of such event and had thereafter, during
the period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
given application to all adjustments called for during such period, under this
paragraph with respect to the rights of the holders of the Series A Convertible
Preferred Stock.
(g) Adjustment for Reclassification, Exchange, or
Substitution. If the Common Stock issuable upon the conversion of the Series A
Convertible Preferred Stock shall be changed into the same or a different number
of shares of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, share exchange or sale of assets for below), then and in each
such event the holder of each share of Series A Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by holders of the number of
shares of Common Stock into which such shares of Series A Convertible Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification, or change, all subject to further adjustment as provided
herein.
(h) Adjustment for Merger or Reorganization, etc. In
case of any consolidation, merger or share exchange of the Corporation with or
into another corporation or the sale of all or substantially all of the assets
of the Corporation to another corporation to which the holders of Series A
Convertible Preferred Stock shall have consented in accordance with Section 3
hereof, then each share of Series A Convertible Preferred Stock shall thereafter
be convertible into the kind and amount of shares of stock or other securities
or property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such Series A Convertible Preferred
Stock would have been entitled upon such consolidation, merger or sale; and, in
such case, appropriate adjustment (as determined in good faith by the Board of
Directors) shall be made in the application of the provisions in this Section 4
set forth with respect to the rights and interest thereafter of the holders of
the Series A Convertible Preferred Stock, to the end that the provisions set
forth in this Section 4 (including provisions with respect to changes in and
other adjustments of the Conversion Price) shall thereafter be applicable, as
nearly as reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon the conversion of the Series A Convertible
Preferred Stock.
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(i) No Impairment. The Corporation will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, share exchange, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid. the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 3 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Convertible Preferred Stock
against impairment.
(j) Certificate as to Adjustments. Upon the
occurrence of each adjustment or readjustment of the Conversion Rate pursuant to
this Section 4, the Corporation at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and furnish to
each holder of Series A Convertible Preferred Stock a certificate setting forth
such adjustment and showing in detail the facts upon which such adjustment or
readjustment is based and shall file a copy of such certificate with its
corporate records. The Corporation shall, upon the written request at any time
of any holder of Series A Convertible Preferred Stock, furnish or cause to be
furnished to such holder a similar certificate setting forth (1) such
adjustments and readjustments, (2) the Conversion Rate then in effect, and (3)
the number of shares of Common Stock and the amount, if any, of other property
which then would be received upon the conversion of Series A Convertible
Preferred Stock. Despite such adjustment or readjustment, the form of each or
all stock certificate representing Series A Convertible Preferred Stock, if the
same shall reflect the initial or any subsequent conversion price, need not be
changed in order for the adjustments or readjustments to be valued in accordance
with the provisions of this Certificate of Designation, which shall control.
(k) Notice of Record Date. In the event:
(i) that the Corporation declares a dividend (or
any other distribution) on its Common Stock;
(ii) that the Corporation subdivides or combines
its outstanding shares of Common Stock;
(iii) of any reclassification of the Common Stock
of the Corporation (other than a subdivision or combination of its outstanding
shares of Common Stock or a stock dividend or stock consolidation, merger or
share exchange of the Corporation into or with another corporation, or of the
sale of all or substantially all of the assets of the Corporation; or
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(iv) of the involuntary or voluntary dissolution,
liquidation or winding up of the Corporation; then the Corporation shall cause
to be filed at its principal office and shall cause to be mailed to the holders
of the Series A Convertible Preferred Stock at their last addresses as shown on
the records of the Corporation, at least 20 days prior to the record date
specified in (A) below or 20 days before the date specified in (B) below, a
notice stating:
(A) the record date of such dividend,
distribution, subdivision or combination, or, if a record is not to be taken,
the date as to which the holders of Common Stock of record to be entitled to
such dividend, distribution, subdivision or combination are to be determined, or
(B) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, dissolution or winding up.
5. Sinking Fund. There shall be no sinking fund for the
payment of dividends or liquidation preference on Series A Convertible Preferred
Stock or the redemption of any shares thereof.
6. No Mandatory Redemption. The Series A Convertible Preferred
Stock is not subject to mandatory redemption by the Corporation.
The foregoing Certificate of Designations was duly adopted by the Board
of Directors on February 1, 1999, without shareholder action, which was not
required.
IN WITNESS WHEREOF, Daltex Medical Sciences, Inc., has caused this
statement to be signed by Bruce Hausman, its President, who affirms, under
penalty of perjury, that he has executed this statement as the act and deed of
the corporation and that the facts stated therein are true.
DALTEX MEDICAL SCIENCES, INC.,
a Delaware corporation
By: /s/ Bruce Hausman
----------------------------------
Bruce Hausman, President
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