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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Information Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
/ / Definitive Information Statement
</TABLE>
Response Technologies, Inc.
--------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
60,000,000 authorized; 34,927,615 issued and outstanding
(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):
0
(4) Proposed maximum aggregate value of transaction:
0
(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:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
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RESPONSE TECHNOLOGIES, INC.
1775 MORIAH WOODS BLVD.
MEMPHIS, TENNESSEE 38117
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 1995
Notice is hereby given that a Special Meeting of Shareholders of
RESPONSE TECHNOLOGIES, INC. (hereinafter called the "Company"), will be held at
the Company's corporate offices, located at 1775 Moriah Woods Boulevard,
Memphis, Tennessee, on November 1, 1995 at 11:00 a.m., local time, for the
following purposes:
(1) To approve an amendment to the Company's charter decreasing
the number of shares of Common Stock that the Company is
authorized to issue from 60,000,000 shares par value $.002 per
share, to 12,000,000 shares, par value $.01 per share, with
a corresponding one-for-five reverse split of the Company's
Common Stock pursuant to which each share of issued and
outstanding Common Stock of the Company held by each holder
thereof will be converted and changed into one-fifth (1/5) of
an issued and outstanding share of Common Stock, with each
fractional share resulting from such conversion being redeemed
by the Company for cash.
(2) To transact any other business that may properly be brought
before the Special Meeting or any adjournment thereof.
Holders of the Company's Common Stock at the close of business on
September 28, 1995 are entitled to notice of and to vote on all matters
submitted at the Special Meeting.
By Order of the Board of Directors
/s/ Daryl P. Johnson
----------------------------------
Daryl P. Johnson
Secretary
Memphis, Tennessee
October 1, 1995
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RESPONSE TECHNOLOGIES, INC.
1775 MORIAH WOODS BLVD.
MEMPHIS, TENNESSEE 38117
INFORMATION STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON NOVEMBER 1, 1995
This Information Statement is furnished in connection with the Special
Meeting of Shareholders of Response Technologies, Inc. (the "Company"), to be
held at 11:00 a.m., local time, on November 1, 1995 at the Company's corporate
offices located at 1775 Moriah Woods Boulevard, Memphis, Tennessee, and at any
adjournment thereof (the "Special Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. The Board of Directors
knows of no other matters to be brought to a vote at the Special Meeting.
It is anticipated that this Information Statement will be mailed on or
about October 1, 1995 to all shareholders of record on September 28, 1995.
SUMMARY OF MATTERS TO BE CONSIDERED
At the Special Meeting, the holders of Common Stock will be asked to
vote on the approval of an amendment to the Company's charter decreasing the
number of shares of Common Stock that the Company is authorized to issue from
60,000,000 shares, $.002 par value per share, to 12,000,000 shares, $.01 par
value per share, with a corresponding one-for-five reverse split of the
Company's Common Stock pursuant to which each share of issued and outstanding
Common Stock of the Company held by each holder thereof will be converted and
changed into one-fifth (1/5) of an issued and outstanding share of Common
Stock, with each fractional share resulting from such conversion being redeemed
by the Company for cash.
VOTING
As of August 1, 1995, the Company had outstanding 34,927,615 shares of
Common Stock, par value $.002 per share (the "Common Stock"), and 27,833 shares
of non-voting, Series A Convertible Preferred Stock, par value $1.00 per share
(the "Series A Stock"). Record holders of the Common Stock at the close of
business on September 28, 1995 (the "Record Date") will be entitled to vote on
all matters submitted at the Special Meeting and will be entitled to one vote
for each share of Common Stock held. Votes may only be given in person at the
Special Meeting. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY. The Series A Stock is not entitled to notice of or to vote
at the Special Meeting.
The proposed amendment to the Company's charter will be adopted if
approved by a plurality of the votes cast by the
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holders of the Common Stock present and entitled to vote at the Special
Meeting. Abstentions will not be counted as affirmative votes.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth, as of August 1, 1995, certain
information regarding the beneficial ownership of the Common Stock, the
Company's only class of voting securities, by all persons known to the Company
to be holders of 5% or more of such securities, and by each of the Company's
directors and executive officers, and by all directors and executive officers
of the Company as a group. Unless otherwise set forth, all shares are owned
directly by the designated individual or group with sole voting and dispositive
power. Neither the Company's officers or directors are beneficial owners of
any of the Company's Series A Preferred Stock.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership of Class (1)
---- -------------------- ------------
<S> <C> <C>
Jack O. Bovender, Jr. . . . . . . . . . . . . . . . . . . . . . . 19,000 (2) *
Director
Frank M. Bumstead . . . . . . . . . . . . . . . . . . . . . . . . 517,906 (3) 1.48%
Director
Joseph T. Clark . . . . . . . . . . . . . . . . . . . . . . . . . 414,200 (4) 1.17%
Director and Executive Officer
W. Thomas Grant II . . . . . . . . . . . . . . . . . . . . . . . 21,000 (5) *
Director
Joseph C. Hutts . . . . . . . . . . . . . . . . . . . . . . . . . 19,000 (6) *
Director
P. Anthony Jacobs . . . . . . . . . . . . . . . . . . . . . . . . 41,000 (7) *
Director
Daryl P. Johnson . . . . . . . . . . . . . . . . . . . . . . . . 121,700 (8) *
Executive Officer
Seafield Capital Corporation . . . . . . . . . . . . . . . . . . 20,608,500 (9) 59.00%
P.O. Box 410949
Kansas City, Missouri 64141
James R. Seward . . . . . . . . . . . . . . . . . . . . . . . . . 41,000 (10) *
Director
Charles H. Weaver, M.D. . . . . . . . . . . . . . . . . . . . . . 50,000 (11) *
</TABLE>
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<TABLE>
<S> <C> <C>
Executive Officer
William H. West, M.D. . . . . . . . . . . . . . . . . . . . . . . 3,766,300 (12) 10.44%
Director and Executive Officer
All directors and executive officers
as a group (10 persons) . . . . . . . . . . . . . . . . . . . . 5,011,106 (13) 13.60%
</TABLE>
__________________________
(1) The percentages shown are based on 34,927,615 shares of Common
Stock outstanding on August 1, 1995 plus, as to each
individual and group listed, the number of shares of Common
Stock deemed to be owned by such holder, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, assuming
conversion of the Company's Series A Stock and exercise of all
options and warrants held by such holder, which stock, options
and warrants may be converted or exercised within sixty (60)
days of August 1, 1995. An asterisk "*" indicates less than
one percent (1%) ownership of Common Stock.
(2) Represents shares of Common Stock which Mr. Bovender has the
right to acquire pursuant to the exercise of options.
(3) Includes 119,000 shares Mr. Bumstead has a right to acquire
pursuant to the exercise of options and warrants.
(4) Includes 390,200 shares of Common Stock which Mr. Clark has
the right to acquire pursuant to the exercise of options.
(5) Includes 19,000 shares of Common Stock which Mr. Grant has the
right to acquire pursuant to the exercise of options.
(6) Represents shares of Common Stock which Mr. Hutts has the
right to acquire pursuant to the exercise of options.
(7) Includes 19,000 shares of Common Stock which Mr. Jacobs has
the right to acquire pursuant to the exercise of options.
(8) Includes 119,500 shares of Common Stock which Mr. Johnson has
the right to acquire pursuant to the exercise of options.
(9) W. Thomas Grant, P. Anthony Jacobs, and James R. Seward,
directors of the Company, are officers and directors of
Seafield Capital Corporation. Each such
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director disclaims beneficial ownership in the Common
Stock owned by Seafield Capital Corporation.
(10) Includes 19,000 shares of Common Stock which Mr.
Seward has the right to acquire pursuant to the
exercise of options.
(11) Represents shares of Common Stock which Dr. Weaver
has the right to acquire pursuant to the exercise of
options and warrants.
(12) Includes 1,156,400 shares of Common Stock which Dr.
West has the right to acquire pursuant to the
exercise of options and warrants.
(13) Includes 1,930,100 shares as to which various
officers and directors have rights to acquire
pursuant to the exercise of options and warrants.
The following table sets forth, as of August 1, 1995,
certain information regarding the beneficial ownership of common
stock of Seafield Capital Corporation ("Seafield") by each director
of the Company and by all directors and officers of the Company as a
group. Directors Frank M. Bumstead, Joseph T. Clark, Jack O.
Bovender, Jr., Joseph C. Hutts and William H. West, M.D. were not
beneficial owners of any Seafield common stock as of August 1, 1995.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership (5) of Class (1)
---- ------------------------ ------------
<S> <C> <C>
W. Thomas Grant II . . . . . . . . . . . . . . 186,894 (2) 2.9%
P. Anthony Jacobs . . . . . . . . . . . . . . . 140,116 (3) 2.1%
James R. Seward . . . . . . . . . . . . . . . . 62,586 (4) 1.0%
All directors and
officers as a group
(10) persons . . . . . . . . . . . . . . . . 390,096 (6) 5.9%
------------------------
</TABLE>
(1) The percentages represent the total number of shares of
Seafield Common Stock shown in the adjacent column divided by
the number of issued and outstanding shares of Seafield common
stock as of August 1, 1995 (6,440,503), plus, in each
instance, all shares of Common Stock issuable to the person or
group named upon the exercise of stock options granted under
Seafield's 1984, 1989 and 1991 Stock Option Plans that were
exercisable on August 1, 1995 or that became exercisable
within 60 days thereafter.
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(2) Includes 40,000 shares Mr. Grant has a right to acquire
pursuant to the exercise of options. Includes 29,296 shares
held by Mr. Grant as custodian for his children; includes
45,000 shares held in a family trust for which Mr. Grant
serves as a co-trustee with Laura Gamble and in that capacity
shares voting and investment power; also includes 11,298
shares owned by Mr. Grant's wife.
(3) Includes 102,500 shares Mr. Jacobs has the right to acquire
pursuant to the exercise of options. Includes 1,000 shares
owned by Mr. Jacob's wife and 200 shares owned by his son.
(4) Includes 23,334 shares Mr. Seward has the right to acquire
pursuant to the exercise of options. Includes 1,500 shares
held in a family trust of which Mr. Seward serves as a
co-trustee with his mother, and in that capacity shares voting
and investment powers.
(5) Includes as to each of the following individuals, the
following numbers of shares held in their respective accounts
under the Seafield Capital Corporation 401(k) Plan and Trust
as of June 30, 1995 (based on a plan statement of that date),
as to which shares the individual shares investment power but,
except in the case of Mr. Seward who shares voting power as to
all 10,376 shares held in the 401(k) Plan, does not have
voting power; W.T. Grant II, 1,045 shares; P. Anthony Jacobs,
1,529 shares and James R. Seward, 635 shares (plus an
additional 9,741 shares as to which he shares voting power as
a member of the 401(k) Plan Administrative Committee).
(6) Includes 165,834 shares as to which various officers and
directors have rights to acquire beneficial ownership pursuant
to the exercise of options.
PROPOSAL NO. 1
AMENDMENT OF COMPANY'S CHARTER
DESCRIPTION OF THE PROPOSAL
At the Special Meeting, shareholders of the Company will be asked to
vote on a proposal to amend the Company's charter to decrease the number of
shares of Common Stock authorized for issuance from 60,000,000 shares, $.002
par value per share, to 12,000,000 shares, $.01 par value per share, with a
corresponding one-for-five reverse split of the Common Stock pursuant to which
each share of issued and outstanding Common Stock held by each holder thereof
will be converted and changed into one-fifth (1/5) of an issued and outstanding
share of Common Stock, with each fractional share resulting from such conversion
being redeemed by the Company for cash.
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The text of the proposed amendment is as follows:
The charter of the Corporation is amended by striking Article 6 in its
entirety and inserting in lieu thereof the following:
"(6) The maximum number of shares which the
Corporation shall have the authority to issue
is twelve million (12,000,000) shares of
Common Stock, having a par value of $.01 per
share, and three million (3,000,000) shares
of Preferred Stock at $1.00 par value per
share, none of which shares shall be subject
to any preemptive rights. The shares of
Preferred Stock may be issued in such series
and with such designations, rights,
preferences, qualifications, limitations or
restrictions as may be fixed from time to
time by resolution or resolutions of the
Board of Directors for each series."
In connection with the foregoing amendment, each share of Common Stock
of the Corporation issued and outstanding as of the close of business
on the day prior to the filing of these Articles of Amendment will be
converted by operation of these presents into the right to receive one
fifth (1/5) of a share of Common Stock. As soon as practicable after
the time of filing of these Articles of Amendment (the "Effective
Time"), the Corporation shall cause Trust Company Bank, Atlanta,
Georgia (the "Exchange Agent") to mail to each holder of record (a
"Holder") of a certificate or certificates representing shares of the
Corporations's Common Stock (a "Certificate" or "Certificates") (i) a
letter of transmittal to be executed by the Holder and delivered to
the Exchange Agent which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass to
the Corporation, only upon delivery of the Certificates and such
transmittal letter to the Exchange Agent and which shall be in such
form and have such other provisions as the Corporation may reasonably
specify and (ii) instructions for use in completing the transmittal
letter and effecting the surrender of Certificates in exchange for new
certificates (the "Replacement Certificates") representing the shares
of Common Stock into which the shares represented by the Certificates
were converted. No fractional shares will be issued, and all
fractional shares will be settled by cash payment in an amount equal
to the fractional shares to which each Holder is entitled times the
average closing price of the Common Stock on the American Stock
Exchange (as reported by the Wall Street Journal or, if not reported
thereby, by
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another authoritative source) over the ten (10) trading days
immediately preceding the Effective Time. Upon surrender of a
Certificate to the Exchange Agent for cancellation together with
delivery of such letter of transmittal, duly executed and completed in
accordance with the instructions thereto, the holder shall be entitled
to receive in exchange therefor (x) a certificate representing the
number of whole shares of Common Stock and (y) a check representing
the amount of cash in lieu of fractional shares, if any, the Holder
has the right to receive in respect of the shares of Common Stock
represented by the Certificate surrendered pursuant hereto, and the
Certificate so surrendered shall forthwith be cancelled. In the event
of a transfer of ownership of Common Stock which is not registered in
the transfer records of the Corporation, a certificate representing
the proper number of shares of Common Stock, together with a check for
the cash to be paid in lieu of fractional shares, may be issued to
such a transferee upon proper presentment to the Exchange Agent of the
Certificate representing shares of Common Stock purportedly
transferred, accompanied by all documents required to evidence and
effect such transfer and to evidence that any applicable stock
transfer taxes have been paid.
At and after the Effective Time, there shall be no transfers on the
stock transfer books of the Corporation of the shares of Common Stock
represented by Certificates which were outstanding immediately prior
to the Effective Time. If, after the Effective Time, Certificates
are presented to the Corporation or its transfer agent for transfer,
they shall be cancelled and exchanged for certificates for shares of
Common Stock and cash in lieu of fractional shares, if any,
deliverable in respect thereof pursuant hereto.
In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Corporation, the posting by such person of a bond in such reasonable amount as
the Corporation may direct as indemnity against any claim that may be made
against it with respect to such Certificate, the Exchange Agent or the
Corporation will issue in exchange for such lost, stolen or destroyed
Certificate a Replacement Certificate for the shares of Common Stock converted
pursuant hereto and cash in lieu of fractional shares deliverable pursuant
hereto.
DISSENTERS' RIGHTS
Section 48-23-102(c) provides that "notwithstanding the provisions of
subsection (a), no shareholder may dissent as
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to any shares of a security which, as of the date of the effectuation of
the transaction which would otherwise give rise to dissenters' rights, is
listed on an exchange registered under section 6 of the Securities
Exchange Act of 1934, as amended...". The Common Stock is listed on the
American Stock Exchange. Therefore, holders of Common Stock have no
dissenters' rights on account of the amendment to the Charter described
above.
MANNER OF EFFECTING REVERSE STOCK SPLIT
On account of the Charter amendment described above, each share of
Common Stock held by each holder will be converted into and exchanged for
one-fifth (1/5) share of Common Stock, with cash being paid in lieu of
fractional shares. In the event the Charter amendment is approved and
Articles of Amendment to the Charter are filed with the Tennessee
Secretary of State, the Exchange Agent will mail to each record holder of
Common Stock the transmittal letter described in the text of the Charter
amendment above and instructions as to its completion. Each holder will
be directed to deliver an executed transmittal letter and the certificates
representing shares of common Stock to the Exchange Agent, who will issue
and deliver certificates for the converted shares of Common Stock on a
one-for-five basis and will deliver a check for the amount of any
fractional shares issuable. For example, if a shareholder owns 1,300
shares of Common Stock at the close of business on the day prior to
filing of the Articles of Amendment to the Charter (which will presumably
occur on the same day as such amendment is approved by the shareholders),
upon receipt of the completed transmittal letter and certificates
representing those shares of common Stock, the Exchange Agent will deliver
to the holder a certificate or certificates for 260 shares of Common Stock
and no cash for fractional shares. If, on the other hand, a holder of
1,304 shares properly delivered the foregoing materials, that holder would
receive certificates for 260 shares of Common Stock and cash of $2.00 for
fractional shares (.8 shares times an assumed average price prior to the
reverse split of $2.50 per share based on the average closing price of the
Common Stock on the American Stock Exchange for the ten trading days prior
to filing the Articles of Amendment).
OTHER MATTERS
The management of the Company is not aware of any other matters to
be brought before the Special Meeting.
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