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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 and Exchange Act of 1934
March 20, 1998
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Date of Report (date of earliest event reported)
CASMYN CORP.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-14136 84-0987840
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
Incorporation) Number)
1335 Greg Street, Unit #104, Sparks, Nevada 89431
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(Address of principal executive offices)
(702) 353-4650
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(Registrant's telephone number,
including area code)
Exhibit Index
on Page 4
1 of 12 pages
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ITEM 5. OTHER EVENTS
The Company has sent a new Proxy Statement to the holders of the
Company's First Convertible Preferred Stock (the "First Preferred") requesting
approval of an amendment to the existing preferred stock instrument to establish
a conversion price of $0.20 per common share and to provide that if the Company
has failed to deliver a certificate for the number of shares of Common Stock to
which a holder shall be entitled within five business days after the third
trading day following receipt of a notice of conversion, such holder shall be
entitled to receive in lieu of Common Stock, cash in an amount per share of
Preferred Stock equal to the Liquidation Preference. The request will be
considered at a meeting of the preferred holders applicable to be held on March
30, 1998. In a letter to the holders of the First Preferred, the Company
indicated that it will immediately issue Common Shares with respect to all
conversion notices received prior to the effective date of the Amendment at the
currently applicable conversion price set forth in the existing Preferred Stock
instrument. The proposal replaces the prior proposal which, among other things,
established a conversion floor and ceiling price.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits:
Exhibit
Number Description
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4.1 Letter to Preferred Holders, Notice of Proxy, Proxy Statement and
Form of Proxy
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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.
CASMYN CORP.
By /s/ Amyn Dahya
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Amyn Dahya, President
Dated: March 23, 1998
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INDEX TO EXHIBITS
Exhibit Page
Number Description Number
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4.1 Letter to the Preferred Holders, 5
Notice of Meeting, Proxy Statement
and Form of Proxy
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EXHIBIT 4.1
[AMYN DAHYA LETTERHEAD]
March 20, 1998
Re: Amended Preferred Stock Restructuring Proposal
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Dear Casmyn Preferred Stockholder:
As you know, last week we scheduled a special meeting of the Preferred
Stockholders for March 26, 1998, in order to vote on proposed amendments to the
Preferred stock instrument. Following the announcement of the meeting, our
financial advisor Salomon Smith Barney has had extensive discussions with a
number of large Preferred Stockholders regarding the proposal. As a result of
these discussions and in order to achieve a mutually agreeable consensual
restructuring, the Company is amending the proposal. Pursuant to the amended
proposal, the Preferred Stock would be convertible into Common Stock at a fixed
price of $0.20 per share. Additionally, in view of the concern raised by
several of the Preferred Shareholders with regard to the Company's handling of
prior conversion notices, the Preferred stock instrument would be amended to
provide that in the event that the Company fails to issue and deliver
certificates for Common Shares to which a holder is entitled within five
business days following three trading days after the Conversion Date, in lieu of
the shares of Common Stock, the holder requesting the conversion would be
entitled to cash equal to the $25 liquidation preference per share of Preferred
Stock. All other terms of the existing Preferred stock instrument would remain
unchanged. We have attached the amended proxy materials. As you will see, the
special meeting of Preferred Stockholders has been rescheduled to March 30,
1998.
The Company will immediately issue Common Shares with respect to all
conversion notices received prior to the effective date of the Amendment at the
applicable Conversion Price set forth in the existing Preferred stock
instrument. The Company is also requesting that you vote irrevocably in favor
of the proposed amendments and return your proxy by telecopier to the Attention
of David Ficksman of Loeb & Loeb at 1-213-688-3460. Please note that the Proxy
is irrevocable. While we believe that we have the concurrence of a sufficient
percentage of the Preferred Stock to pass the amendments, we would like to be in
a position of so advising our Common Shareholders and the investment community
at large to avoid continuing confusion and uncertainty.
Given the fact that approximately an additional 15.1 million new
common shares will be issued pursuant to outstanding conversion notices received
through 10:00 a.m. PST on March 20, 1998. The Company and its legal counsel
concluded that it is necessary
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for the Company to include this information in a press release. In addition,
the Company will announce the terms of the amended proposal.
Both the Company and several large Preferred Stockholders have
expressed a desire to put to rest any potential litigation between the Company
and the holders relating to past events. In this regard, the Company is
prepared to enter into mutual releases with any and all Preferred Stockholders.
Upon request, our attorneys will forward the form of release to you in the near
future.
On behalf of Casmyn, its management and its Board of Directors, I wish
to thank all of you for your patience and support through this terribly trying
period. Once these issues are resolved, we will be able to devote all of our
energies to increasing the value of the Company.
If you have any questions, please feel free to call me or Al-Karim
Haji at (604) 601-5200 or Lee Buchwald at Salomon Smith Barney at (212) 783-
1760.
Sincerely,
Amyn Dahya Chairman of the Board,
President and Chief Executive
Officer
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CASMYN CORP.
1500 West Georgia Street, 18th Floor
Vancouver, B.C. V6G 2Z6
(604) 601-5200
NOTICE OF SPECIAL MEETING OF
HOLDERS OF FIRST CONVERTIBLE PREFERRED STOCK
To the Holders of the First Convertible Preferred Stock of Casmyn Corp.:
Notice is hereby given of a Special Meeting (the "Meeting") of the
holders of the First Convertible Preferred Stock (the "First Preferred") of
Casmyn Corp., a Colorado corporation (the "Company"), which will be held at the
offices of Loeb & Loeb LLP, 1000 Wilshire Boulevard, Suite 1800, Los Angeles,
California 90017 at 8:00 a.m., Los Angeles time, on March 30, 1998, to consider
and act upon an amendment to the Company's Articles of Incorporation relating to
the First Preferred, all as more fully described in the accompanying Proxy
Statement which is incorporated herein by this reference.
Holders of the First Preferred at the close of business on March 19,
1998, the record date fixed by the Board of Directors, are entitled to notice
of, and to vote at, the Meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE AND OTHERWISE COMPLETE
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WITH A COPY THEREOF TO
BE SENT TO DAVID L. FICKSMAN AT LOEB & LOEB LLP, FAX NO. (213) 688-3460.
BY ORDER OF THE BOARD OF DIRECTORS
Amyn Dahya
Chairman of the Board, President and
Chief Executive Officer
Vancouver, British Columbia
March 20, 1998
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CASMYN CORP.
1500 West Georgia Street, 18th Floor
Vancouver, B.C. V6G 2Z6
(604) 601-5200
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PROXY STATEMENT
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The following information is furnished in connection with the
solicitation of proxies for a Special Meeting of the holders of the First
Convertible Preferred Stock (the "First Preferred") of Casmyn Corp., a Colorado
corporation (the "Company"), to be held at the offices of Loeb & Loeb LLP, 1000
Wilshire Boulevard, Suite 1800, Los Angeles, California 90017 on March 30, 1998,
and any adjournments thereof (the "Meeting"), for the purposes stated herein.
SOLICITATION AND REVOCATION OF PROXIES
A form of irrevocable proxy is being furnished herewith by the Company
to each holder of the First Preferred, and, is solicited on behalf of the Board
of Directors of the Company for use at the Meeting. The entire cost of
soliciting these proxies will be borne by the Company. Proxies duly executed
and returned by holders of the First Preferred and received by the Company
before the Meeting will be voted FOR the proposed amendment to the Company's
Articles of Incorporation, unless a contrary choice is specified in the proxy.
Where specification is indicated as provided in the proxy, the shares
represented by the proxy will be voted and cast in accordance with the
specification made. The persons named as proxies were selected by the Board of
Directors of the Company.
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AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE CERTAIN OF THE TERMS OF THE
FIRST CONVERTIBLE PREFERRED STOCK
The Board of Directors has unanimously approved and recommended to the
holders of the First Preferred an amendment (the "Preferred Amendment") to the
Articles of Incorporation of the Company amending the rights and preferences of
the First Preferred as follows:
1. To establish a conversion price of $0.20 per common share
with respect to all conversion notices received after the
effective date of this Amendment.
2. To provide that if the Company has failed to deliver a
certificate for the number of shares of Common Stock to
which a holder shall be entitled within five business days
after the third trading day following receipt of a notice
of conversion, such holder shall be entitled to receive in
lieu of Common Stock cash in an amount per share of
Preferred Stock equal to the Liquidation Preference ($25).
The Board of Directors has approved the above proposed amendment for
the reasons set forth in the letter of Amyn Dahya dated March 20, 1998 which
accompanies this Proxy Statement. Attached as Exhibit A is a summary of the
proposed changes to the rights and preferences of the First Preferred.
Under the terms of the resolutions establishing the terms of the First
Preferred and applicable Colorado law, the approval of the Preferred Amendment
requires the consent of the holders of a majority of the First Preferred.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO CHANGE THE TERMS OF THE FIRST PREFERRED.
BY ORDER OF THE BOARD OF DIRECTORS
Amyn Dahya
Chairman of the Board, President
Chief Executive Officer
Vancouver, British Columbia
March 20, 1998
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HOLDERS OF THE FIRST PREFERRED ARE URGED TO SPECIFY THEIR CHOICE AND TO SIGN,
DATE, AND OTHERWISE COMPLETE THE ENCLOSED IRREVOCABLE PROXY IN THE ENCLOSED
ENVELOPE WITH A COPY THEREOF TO BE SENT TO DAVID L. FICKSMAN AT LOEB & LOEB LLP,
FAX NO. (213) 688-3460.
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SUMMARY OF PROPOSED
AMENDMENT TO RIGHTS AND PREFERENCES
OF FIRST CONVERTIBLE PREFERRED STOCK
1. Section 4(d) of the Resolution Establishing Preferences of
First Convertible Preferred Stock shall be amended by adding at the end thereof
the following sentence: "Notwithstanding anything in this Resolution to the
contrary, if the Company has failed to issue and deliver a certificate or
certificates for the number of shares of Common Stock to which a holder shall be
entitled pursuant to the provisions of this subsection within five business days
after the three trading days following receipt of the notice of conversion, such
holder shall be entitled to receive in lieu of such shares of Common Stock cash
in an amount per share of First Preferred equal to the Liquidation Preference."
2. Section 4(e) - and (f) - of the Resolution Establishing
Preferences of First Convertible Preferred Stock shall be deleted in its
entirety in lieu of the following: "The Conversion Price shall be $0.20 per
share on any Conversion Date."
3. Except as altered and amended, all other rights and
preferences of the First Convertible Preferred Stock as originally set forth in
the Resolution Establishing Preferences thereof shall remain in full force and
effect.
Exhibit A
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CASMYN CORP.
1500 WEST GEORGIA STREET, 18TH FLOOR
VANCOUVER, B.C. V6G 2Z6
(604) 601-5200
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Amyn Dahya and Al Karim Haji as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them or either of them to represent and to vote as designated below, all of the
shares of First Convertible Preferred Stock of Casmyn Corp. held of record by
the undersigned on March 19, 1998, at a Special Meeting of holders of First
Convertible Preferred Stock to be held on March 30, 1998, or any adjournment
thereof.
AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE CERTAIN OF THE TERMS OF
THE FIRST CONVERTIBLE PREFERRED STOCK
[_]FOR [_]AGAINST [_]ABSTAIN
THIS PROXY IS IRREVOCABLE.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED HOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL.
Dated: ____________________, 1998
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Signature
________________________________
Signature if held jointly
Please sign exactly as name appears below. When
shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by the President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person
PLEASE READ, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE WITH A COPY THEREOF TO BE SENT TO DAVID FICKSMAN AT LOEB & LOEB LLP,
FAX NO. (213) 688-3460.
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