SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
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MORLEX, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.(1). Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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MORLEX, INC.
P.O. BOX 3755,
ENGLEWOOD, CO 80155
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 5, 2000
NOTICE IS HEREBY GIVEN, that a Special Meeting of the Shareholders of
Morlex, Inc. (the "Company") will be held at 36 West 44th Street, Suite 1201,
New York, New York 10036 on December 5, 2000 at 10:00 a.m. local time, for the
purpose of considering and acting upon the following:
1. The approval of a reverse stock split whereby each issued and
outstanding share of Common Stock, $.001 par value per share ("Common
Stock"), will be converted into .001927029 of a share of Common Stock; and
2. Any and all matters that may properly come before the meeting and any
adjournment thereof.
The Board of Directors has fixed the close of business on November 17,
2000, as the record date for determining the shareholders entitled to vote at
the meeting, or any adjournment thereof, and only the holders of Common Stock of
the Company of record at such date will be entitled to notice of and to vote at
the meeting. Such shareholders may vote in person or by proxy.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Lawrence E. Kaplan
President
New York, New York
November 20, 2000
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MORLEX, INC.
P.O. BOX 3755
ENGLEWOOD, CO 80155
PROXY STATEMENT
GENERAL INFORMATION CONCERNING SOLICITATION
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Morlex, Inc. (the
"Company"), in connection with a Special Meeting of Shareholders to be held at
36 West 44th Street, Suite 1201, New York, New York 10036 on December 5, 2000 at
10:00 a.m. local time, or any adjournments thereof. This Proxy Statement and
accompanying proxy card are first being sent to the shareholders of the Company
on or about November 20, 2000.
Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time, before the authority thereby granted is
exercised, by written request addressed to the Secretary, Morlex, Inc., P.O. Box
3755, Englewood, CO 80155 or by attending the meeting and electing to vote in
person. Proxies received in such form will be voted as therein set forth at the
meeting, or any adjournment thereof, but if no instructions are given, such
shares will be voted for (i) the approval of a reverse stock split whereby each
issued and outstanding share of Common Stock, $.001 par value per share ("Common
Stock"), will be converted into .001927029 of a share of Common Stock (the
"Reverse Stock Split"); and (ii) the transacting of such other business as may
properly come before the meeting or any adjournment thereof.
RECORD DATE AND VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has selected the close of business on November 17,
2000 as the record date for determining the shareholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof. The number of shares of
Common Stock of the Company outstanding on November 17, 2000 ("Record Date") was
389,200,000. Shareholders present or represented and entitled to vote on any
matter at the meeting or any adjournment thereof will be entitled to one vote on
such matter for each share of Common Stock held by them as of the record date. A
minimum of one-third of the shares of Common Stock issued and outstanding must
be represented at the meeting, in person or by proxy, in order to constitute a
quorum. Assuming a quorum is present, the affirmative vote of the holders of at
least a majority of the shares represented will be necessary to approve the
Reverse Stock Split.
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PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information as of November 17, 2000,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- ------------------------ ----------------
<S> <C> <C>
Charles T. Gould (2) 119,260,000 30.6%
4562 S. Ouray Way
Aurora, CO 80015
Lawrence E. Kaplan 119,260,000 30.6%
999 Walt Whitman Road
Melville, NY 11747
Steven J. Goodman 119,260,000 30.6%
5000 Carden Beach
St. Croix, USVI 00820
ALL OFFICERS AND
DIRECTORS AS A
GROUP (3 Individuals) 357,780,000 91.9%
</TABLE>
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(1) Unless otherwise indicated herein and subject to applicable community
property laws, each stockholder has sole voting and investment power with
respect to all shares of Common Stock beneficially owned by such
stockholder and directly owns all such shares in such stockholder's sole
name. Within sixty (60) days of the date of this filing, none of the above
persons has the right to acquire any further shares of the Registrant's
common stock from options, warrants, rights, conversion privileges or other
similar arrangement.
(2) Includes 790,000 shares of Common Stock owned by shareholder's spouse.
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PROPOSAL 1-- A REVERSE STOCK SPLIT WHEREBY EACH ISSUED AND OUTSTANDING SHARE OF
COMMON STOCK, $.001 PAR VALUE PER SHARE, WILL BE CONVERTED INTO .001927029 OF A
SHARE OF COMMON STOCK.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. Proxies
solicited by the Board of Directors will be so voted unless shareholders specify
otherwise in their proxy.
DESCRIPTION
REVERSE STOCK SPLIT
REASON FOR REVERSE STOCK SPLIT; DILUTION
The Reverse Stock Split would apply to all shares of the Company's Common
Stock outstanding on the date of the special meeting called for herein, and
would be effective immediately. Shareholders holding shares of Common Stock in
an amount not divisible by .001927029 will receive, in lieu thereof, one full
additional share.
The Board of Directors of the Company believe that reducing the number of
outstanding shares of Common Stock through the Reverse Stock Split will make the
Company more attractive as a potential acquiror or merger candidate with an
operating company and the Reverse Stock Split will enhance its opportunities to
acquire or merge with an operating company. There can be no assurance that the
Company will be able to effect an acquisition of, or merger with, an operating
company.
EXCHANGE OF STOCK CERTIFICATES
Assuming the Reverse Stock Split is approved by the shareholders,
shareholders will be required to exchange their stock certificates for new
certificates representing the shares of Common Stock after giving effect to the
Reverse Stock Split. Shareholders will be furnished with the necessary materials
and instructions for the surrender and exchange of stock certificates at the
appropriate time by the Company's transfer agent. Shareholders will not be
required to pay a transfer or other fee in connection with the exchange of
certificates. SHAREHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO
DO SO.
FEDERAL INCOME TAX CONSEQUENCES OF REVERSE STOCK SPLIT
The following description of Federal income tax consequences is based upon
the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder,
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judicial authority and current administrative rulings and practices as in effect
on the date of this Proxy Statement. This discussion is for general information
only and does not discuss consequences which may apply to special classes of
taxpayers (e.g., non-resident aliens, brokers-dealers or insurance companies).
Shareholders are urged to consult their own tax advisors to determine the
particular consequences to them.
The exchange of shares of Common Stock for shares of Common Stock after
giving effect to the Reverse Stock Split will not result in recognition of gain
or loss. The holding period of the shares of new Common Stock will include the
shareholder's holding period for the shares of Common Stock exchanged therefor,
provided that the shares of Common Stock were held as a capital asset. The
adjusted basis of the shares of new Common Stock will be the same as the
adjusted basis of the shares of Common Stock exchanged therefor.
OTHER BUSINESS
The Board of Directors of the Company knows of no other matters to be
presented at the Special Meeting of Shareholders. However, if any other matters
properly come before the meeting, or any adjournment thereof, it is intended
that proxies in the accompanying form will be voted in accordance with the
judgment of the persons named therein.
COST OF SOLICITATION
Solicitation other than by mail may be made personally and by
telephone by officers and employees of the Company who will not be additionally
compensated therefor. The Company will request brokers, dealers, banks or voting
trustees, or their nominees, who hold stock in their names for others or hold
stock for others who have the right to give voting instructions, to forward
proxy materials to their principals and request authority for the execution of
the proxy card and will reimburse such institutions for their reasonable
expenses in so doing. The total cost of soliciting proxies will be borne by the
Company.
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It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
Lawrence E. Kaplan
President
New York, New York
November 20, 2000
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MORLEX, INC.
PROXY - SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 5, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Lawrence E. Kaplan as Proxies, each with
the power to appoint and substitute, and hereby authorizes them to represent and
to vote, as designated below, all of the shares of Common Stock, $.001 par value
per share, of Morlex, Inc. held of record by the undersigned on November 17,
2000, at the Special Meeting of Shareholders to be held on December 5, 2000, or
any adjournment thereof.
1. Approval of the Reverse Stock Split as described in the accompanying
Proxy Statement.
/ / / / / /
FOR AGAINST ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy statement is solicited on behalf of the Board of Directors. This
proxy when properly executed will be voted in the manner directed on the face
hereof. If no direction is made, this proxy will be voted FOR the Reverse Stock
Split.
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Please date, sign and return the proxy card promptly in the accompanying
envelope. No postage is required. If you furnish a proxy and subsequently attend
the Special Meeting in person, you may vote in person.
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Signature of Shareholder
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Signature of Shareholder
Dated: , 2000
NOTE: PLEASE SIGN EXACTLY AS THE NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE FURNISH 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.
