SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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/ / Preliminary Information Statement
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14c-5(d)(2))
/ X / Definitive Information Statement
DERMARX CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DERMARX CORPORATION
400 COLORADO BOULEVARD, SUITE 420
DENVER, COLORADO 80222
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of DermaRX Corporation, a Delaware corporation (the "Company"), in
connection with the prior receipt by the Board of Directors of approval by
written consent of the holders of a majority of the Company's Common Stock (the
"Voting Capital Stock") of a proposal (the "Proposal") to approve an amendment
(the "Amendment") to the Certificate of Incorporation to (i) increase the
authorized capital stock to 110,000,000 shares from 12,000,000 shares, which
will include an increase of the authorized shares of common stock, par value
$0.001 per share, to 100,000,000 shares from 12,000,000 shares and the approval
of a class of preferred stock of 10,000,000 shares, par value $.001 per share,
(ii) effectuate a 5-for-1 reverse stock split of the presently issued and
outstanding shares of common stock; and change the name of the Company to
"GoPublicNow.com, Inc."
The Board of Directors believes that it is advisable and in the best
interests of the Company to have available additional authorized but unissued
shares of common stock in an amount adequate to provide for future needs. The
Board of Directors also believes that it is advisable and in the best interests
of the Company to change the name of the Company to reflect its proposed new
business.
This information statement is being first sent to stockholders on or about
March 15, 2000. The Company anticipates that the Amendment will become effective
on or about April 5, 2000.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the affirmative
vote of the holders of a majority of the Company's Voting Capital Stock. Each
holder of Common Stock is entitled to one (1) vote for each share held.
The record date for purposes of determining the number of outstanding
shares of Common Stock of the Company, and for determining stockholders entitled
to vote, is the close of business on March 6, 1999 (the "Record Date"), the day
on which the Board of Directors of the Company adopted the resolution setting
forth and recommending the Amendment. As of the Record Date, the Company had
outstanding 2,019,900 shares of Common Stock. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the Common Stock is United Stock Transfer, Inc.
VOTE OBTAINED - SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
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Section 228 of the Delaware General Corporation Law (the "Delaware Law")
provides that the written consent of the holders of the outstanding shares of
Voting Capital Stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a special meeting. Pursuant to Section 242 of the Delaware Law and the
Bylaws of the Company, a majority of the outstanding shares of Common Stock
entitled to vote thereon is required in order to amend the Certificate of
Incorporation. In order to eliminate the costs and management time involved in
holding a special meeting and in order to effect the Amendment as early as
possible in order to accomplish the purposes of the Company as hereafter
described, the Board of Directors of the Company voted to utilize, and did in
fact obtain, the written consent of the holders of a majority in the interest of
the Common Stock of the Company.
Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
the stockholders of record who have not consented in writing to such action.
This Information Statement is intended to provide such notice. No dissenters'
or appraisal rights under the Delaware Law are afforded to the Company's
stockholders as a result of the approval of the Proposal.
PROPOSAL TO INCREASE THE AUTHORIZED
CAPITAL STOCK OF THE COMPANY AND
EFFECTUATE A 5-FOR-1 REVERSE STOCK SPLIT
GENERAL
On March 6, 2000 the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Certificate of Incorporation to (i)
increase the authorized capital stock to 110,000,000 shares from 12,000,000
shares, which will include an increase of the authorized shares of common stock,
par value $0.001 per share, to 100,000,000 shares from 12,000,000 shares and add
a class of 10,000,000 shares of preferred stock, par value $0.001 per share, and
(ii) effectuate a 5-for-1 reverse stock split of the presently issued and
outstanding shares of common stock. On March 6, 2000, the Proposal was approved
by written consent of a holders of a majority of the Company's Common Stock.
INCREASE IN AUTHORIZED CAPITAL STOCK
On March 6, 2000, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's Common Stock for action
by written consent the proposed amendment to Article 4 of the Company's
Certificate of Incorporation to increase the authorized capital stock from
12,000,000 shares to 110,000,000 shares by virtue of an increase in the
authorized shares of common stock to 100,000,000 shares from 12,000,000 shares,
add a new class of 10,000,000 shares of preferred stock, par value $0.001 per
share; and to effectuate a 5-for-1 reverse stock split of the presently issued
and outstanding shares of common stock. The Board of Directors has fixed the
close of business on March 6, 2000 as the record date for the determination of
shareholders who are entitled to give consent and receive this information
statement. As of the Record Date, the Company had outstanding 2,019,900 shares
of Common Stock held by approximately 233 shareholders of record.
The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
Common Stock in an amount adequate to provide for the Company's future needs.
The additional shares also will be available for issuance from time to time by
the Company in the discretion of the Board 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, stock options, convertible debt and equity financing.
The availability of additional authorized but unissued shares will be achieved
by (i) increasing the authorized common stock to 100,000,000 shares, (ii) adding
a new class of 10,000,000 shares of preferred stock, par value $0.001 per share;
and (iii) effectuating a 5-for-1 reverse stock split of the presently issued and
outstanding common stock. Each of these steps are necessary, in the judgment of
the Board of Directors, in order to attract potential new equity capital and
carry out the Company's business objectives.
<PAGE>
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 21 days
after this Information Statement has been distributed to the Company's
stockholders.
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
GENERAL
On March 6, 2000, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Certificate of Incorporation to change
the name of the Company from DermaRX Corporaiton to GoPublicNow.com, Inc. On
March 6, 2000, the Proposal was approved by written consent of a holders of a
majority of the Company's common stock.
APPROVAL OF NAME CHANGE
On March 6, 2000, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's Voting Capital Stock for
action by written consent the proposed amendment to Article I of the Company's
Certificate of Incorporation to change the name of the Company from DermaRx
Corporation to GoPublicNow.com, Inc. The Board of Directors has fixed the close
of business on March 6, 2000 as the record date for the determination of
shareholders who are entitled to give consent and receive this information
statement. As of the Record Date, the Company had outstanding 2,019,900 shares
of Common Stock held by approximately 233 shareholders of record.
The Board of Directors believes that it is advisable and in the Company's
best interests that its name reflect the proposed new business of the Company,
which will be an internet based financing and financial services business.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 21 days
after this Information Statement has been distributed to the Company's
stockholders.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of each class of the Company's voting
securities as of March 6, 2000, by (a) each beneficial owner of more than 5% of
the Company's Common Stock, (b) the executive officers of the Company; (c) each
director of the Company and (d) all directors and executive officers of the
Company as a group. Except as otherwise indicated, each person has sole voting
and investment power with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
CLASS OF BENEFICIAL OF BENEFICIAL OF CLASS
OWNER OWNERSHIP
COMMON MARYANNE CARROLL 93,476 4.62%
STOCK 284 Jackson Street
Denver, CO 80206
COMMON DAVID RUSSELL 460,000 22.77%
STOCK 45 Park Place South, Suite 103
Morristown, NJ 07960
COMMON ALL OFFICERS AND 93,476 4.62%
DIRECTORS AS A
GROUP (1 person)
</TABLE>
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Maryanne Carroll
Maryanne Carroll
Director, Chairman
March 15, 2000
Denver, Colorado
