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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ReDox Technology Corporation
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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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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REDOX TECHNOLOGY CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of ReDOX Technology Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of ReDOX
Technology Corporation (the "Company") will be held at the LaQuinta Inn, 28673
I-45 North, Conroe, Texas, on Wednesday, November 15, 2000 at 10:00 a.m.
C.S.T., for the following purposes:
1. To approve an amendment to the Company's Certificate of
Incorporation increasing the authorized capital stock of the
Company; and
2. To transact such other business as may properly come before the
meeting, although management was not aware on September 21, 2000 of any other
business to be considered.
Reference is made to the accompanying Proxy Statement for more
complete information concerning the foregoing matters. Only shareholders of
record at the close of business on September 18, 2000 are entitled to notice of
and to vote at the meeting or any adjournment thereof.
Shareholders are cordially invited to attend the meeting. Whether or
not you intend to be present, please read the enclosed Proxy Statement and then
mark, sign and date the enclosed form of Proxy and return it in the envelope
provided. It is important that your shares be represented at the meeting.
Please vote promptly.
By Order of the Board of Directors
Clifford D. Douglas, Secretary
September 15, 2000
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PROXY STATEMENT
This Proxy Statement is being furnished by the Management of ReDox
Technology Corporation, a Delaware Corporation ("Company"), 340 North Sam
Houston Parkway East, Suite 250, Houston, Texas 77060 in connection with the
solicitation by the Management of proxies in the accompanying form for use at a
Special Meeting of Stockholders to be held at the LaQuinta Inn, 28673 I-45
North, Conroe, Texas on Wednesday, November 15, 2000 at 10:00 a.m. C.S.T., and
at any adjournments thereof. As of the record date, there were 49,600,478
shares of Common Stock issued and outstanding and 58,936 shares of Convertible
Preferred Stock.
Only shareholders of record at the close of business on September 29,
2000 are entitled to notice of and to vote at the Annual Meeting and at any and
all adjournments of the meeting. Each share of Common Stock entitles the holder
to one vote per share. Each share of Convertible Preferred Stock entitles the
holder to one vote per share, voting with the Common Stock as a single class.
The holders of a majority of the shares entitled to vote at the meeting must be
present in person or represented by proxy in order to constitute a quorum for
all matters to come before the meeting. The single matter to be submitted to
the shareholders requires the affirmative vote of a majority of the votes cast
at the meeting. For purposes of determining the number of votes cast with
respect to a particular matter, only those cast "For" or "Against" are
included. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
The accompanying proxy is solicited by the Management of the Company.
The initial solicitation will be by mail. Arrangements will be made with banks,
brokerage firms and others to forward proxy materials to beneficial owners of
the Company's Common Stock. Certain officers, executives and regular employees
of the Company (without additional compensation) may solicit proxies by
telephone, telegraph, mail or personal interviews. The Company has also
retained the firm of Reagan & Associates to aid in the solicitation of brokers,
banks, institutional and other shareholders for a fee of approximately $3,500,
plus reasonable out-of-pocket expenses. The total cost of such solicitation
will be borne by the Company and will include reimbursement to banks, brokerage
firms and others for their expenses in forwarding solicitation materials
regarding the meeting to stockholders.
Proxies will be voted in accordance with the instructions contained
therein. If instructions are not given, proxies will be voted IN FAVOR of the
proposal to amend the Certificate of Incorporation and IN THE DISCRETION of the
proxy holders on any
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other matter that may properly come before the meeting.
Any stockholder giving a proxy has the right to revoke such proxy at
any time prior to its exercise, by executing a later dated Proxy, by voting by
ballot at the meeting, or by giving written notice to the Secretary of the
Company. On the accompanying Proxy, a shareholder may substitute the name of
another person in place of those persons presently named as proxies. In order
to vote, however, a substitute must present adequate identification to the
Secretary before the voting occurs.
This Proxy Statement and form of Proxy are first being sent to
shareholders on approximately October 1, 2000. Amendment #2 to Form 10-K for
the fiscal year ended December 31, 1999 is being mailed with this Proxy
Statement. Such Form 10-K is not to be deemed a part of the proxy soliciting
material.
Shareholder proposals for the 2001 Annual Meeting, which is scheduled
for May 14, 2001, must be received no later than January 15, 2001 to be
considered for inclusion in the Company's 2001 proxy materials. All shareholder
proposals should be submitted to the Secretary of the Company.
PURPOSE OF SPECIAL MEETING
In June 1994 the Company solicited general proxies for use for the
period to June 1, 1995. The then President of the Company, the consultant whom
he relied upon, and the Company's majority shareholder, Mr. Szymanski, were not
aware that the Company's status under the Securities Exchange Act of 1934
required the use of a Proxy Statement prepared in accordance with the SEC proxy
rules and reviewed by the Sec staff. Rather, they conducted the proxy
solicitation without the use of a Proxy Statement and no review of the process
was obtained from the SEC staff. The Company used the proxies to amend the
Certificate of Incorporation to increase the authorized capital stock. The
Company's current management has been advised by legal counsel that it cannot
rely upon the vote taken in 1995 using the proxies obtained without compliance
with the SEC's proxy rules. At this point, the Company needs the authorization
of additional capital stock and to avoid any legal complications is holding
this Special Meeting for which proxies are being solicited in accordance with
the SEC proxy rules.
VOTING SECURITIES
VOTING RIGHTS
On September 29, 2000 (the Record Date) the Company had outstanding
two classes of voting securities outstanding, namely 49,600,478 shares of
Common Stock, $.00005 par value, whose holders are entitled to one vote for
each share registered in their name at the close of business on the Record
Date, and 58,936 shares of Convertible Preferred Stock, $.001 par value, whose
holders are entitled to 1 vote for each share registered in their name at the
close of business on the Record Date. Both classes vote together as a single
class. The quorum necessary to conduct business at the Special Meeting consists
of a majority of the outstanding shares of Common Stock and Convertible
Preferred Stock, taken as a single class. The single matter being submitted to
the shareholders and covered by this Proxy Statement requires the affirmative
vote of a majority of the votes cast at the meeting. For purposes or
determining the number of votes cast with respect to a particular matter, only
those cast "For" or "Against" are included. Abstentions and broker non-votes
are counted only for purposes of determining whether a quorum is present at the
meeting.
PRINCIPAL STOCKHOLDERS
The following table indicates the number of shares of Common Stock
owned beneficially as of September 29, 2000 (the Record Date) by (i) each
person known to the Company to own more than 5% of the Company's outstanding
Common Stock and (ii) each Officer and
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Director of the Company, and (3) all officers and Directors of the Company as a
group:
Name and Address of Number of Percent
Beneficial Owner Shares As of 9/18/001
--------------- ------ --------------
Richard Alan Szymanski 15,144,900(2) 30.53%
Trust #1
15 White Oak Manor
Conroe, Texas 77304
Clifton D. Douglas 500,000 1.01%
14674 F. Perthshire
Houston, Texas 77079
James R. Schuler -0- -0-
1141 Harbor Bay Parkway
Alameda, CA 94502
All officers and
directors as a group(3) 18,644,900 31.59%
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1 Based on 49,600,478 shares of Common Stock issued and outstanding as of
9/29/00.
2 These shares were placed in a trust, The Richard Alan Szymanski Trust #1, for
the benefit of Patricia Szymanski, Wendy Szymanski, Jonathan Szymanski and
Holly Szymanski.
None of the shares of Convertible Preferred Stock are owned by any
officer or director or by any person owning 5% of the Company's outstanding
Common Stock.
COMMITTEES
At present, the Company does not have separate nominating, audit or
compensation committees. Such matters are handled by the Board of Directors as
a whole.
ATTENDANCE AND COMPENSATION
During 1999, all of the current members of the Board of Directors were
on the Board, and all directors attended a minimum of 85% of the meetings.
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None of the current Directors receive compensation for their service
as Directors.
MANAGEMENT
PRESENT OFFICERS AND DIRECTORS OF THE COMPANY
As of September 18, 2000, the following are the Officers and Directors
of the Company, together with brief resumes for each:
Name Age Position
---- --- --------
Richard Szymanski 58 President/Director
Clifton D. Douglas 71 Secretary/Treasurer/Direc
Diector
James R. Schuler 60 Director
The members of the Board of Directors of the company are elected by the
shareholders at each annual meeting for a one year term. Officers are elected
by the Directors at each annual meeting for a one year term, or until otherwise
replaced by the Board of Directors.
Richard A. Szymanski is President, Chairman of the Board of Directors and CEO
of our Company, serving in these capacities since our incorporation in April
1993. Mr. Szymanski is involved in research, development and improvement of
high density power batteries. Mr Szymanski previously served as Vice President
and Technical Director of World Book Encyclopedia Science Service for several
years where he maintained a staff of professional science writers and
photographers for the purpose of writing and illustrating major scientific
events, including: exclusive coverage of the seven original astronauts,
organizing all photo coverage including space launchers at Cape Kennedy, and
the initial heart transplants performed in Houston, Texas.
Clifton D. Douglas has served as Secretary/Treasurer and Director
since July 1996, overseeing and managing all of the accounting and
financial affairs of the Company. From 1990 though 1995, Mr.
Douglas was Vice President of Tiger Oil and Gas, Inc., Latin
America Trading Company and Petrorental Internacionales,S.A., where
he was responsible for operations in Mexico and Latin America.
Previously, Mr. Douglas was a financial consultant in the areas of
oil, gas and real estate construction.
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In 1953, Mr. Douglas received a Bachelor of Science in Accounting from Arizona
State University.
James R. Schuler has served as a Director of our Company since August 4, 1998.
Presently, Mr. Schuler is the President and CEO of Trans United Partners, Inc.
of Pacifica, California, having been with that company since 1998. Also since
1998 through the present, Mr. Schuler is CEO to S-Cube Investments, LLC, where
he has been forming a technology cooperative among new technology companies.
Previously, Mr. Schuler co-founded a research and development company in 1994
called Add-Vision, Inc., which produced a new illumination technology made up
of a revolutionary thin, flat, programmable display product with multiple uses
(called Intelligent Illumination). He remained with Add-Vision until 1998.
Prior to that, Mr. Shuler served as President and CEO to a transportation
relocation company called Relocation Controls Corporation, and to a petroleum
refining administrative company which he founded called Transatlantic
Petroleum.
Mr. Schuler received a Bachelor of Science Degree in Finance and Business
Administration from the University of North Carolina.
EXECUTIVE COMPENSATION OF PRESENT OFFICERS
For the years 1997, 1998 and 1999 and for the year 2000 to date, the
Company has not compensated any of its executive employees, including
particularly its President and Chief Executive Officer, Richard Szymanski,
EMPLOYMENT AGREEMENTS
At present, the Company has no employment agreements with either of
its two employees.
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ITEM I
PROPOSED AMENDMENT TO ARTICLE FOURTH
OF THE CERTIFICATE OF INCORPORATION
The Board of Directors has proposed the adoption of an amendment of
the FOURTH Article of the Certificate of Incorporation. If adopted the
amendment would change the capital structure by: (a) increasing the authorized
number of shares of Common Stock from 50,000,000 shares having a par value of
$.00005 per share to 100,000,000 shares, having a par value of $.00005 per
share and (b) authorizing the issuance of 10,000,000 shares of undesignated
Preferred Stock, with the rights, limitations and privileges of such Preferred
Stock to be designated by the Board of Directors from time to time as series of
such Preferred Stock are actually issued. This amendment will not affect the
preferences, limitations and relative rights in respect of the shares of each
class, common stock and preferred stock, nor will it affect the 58,936 shares
of the outstanding series of Convertible Preferred Stock.
The Board of Directors recommends a vote FOR the adoption of the
following amendment to the Certificate of Incorporation:
RESOLVED, that Article FOURTH of the Company's Certificate of
Incorporation be, and hereby is amended to read as follows:
FOURTH. The aggregate number of shares which the
corporation shall have authority to issue is One Hundred
Ten Million (110,000,000) shares, divided into:
10,000,000 Preferred Shares, having a par value of one
tenth of a cent ($.001) per share
and
100,000,000 Common Shares, having a par value of $.00005
per share
A statement of the preferences, privileges, and restrictions granted to or
imposed upon the respective classes of shares or the holders thereof is as
follows:
A. Common Shares. The terms of the 100,000,000 Common
Shares of the corporation shall be as follows:
(1) Dividends. Whenever cash dividends upon the Preferred
Shares of all series thereof at the time outstanding, to the extent of the
preference to which such shares are entitled, shall have been paid in full for
all past dividend periods, or declared and set apart for payment, such
dividends, payable in cash, stock, or otherwise, as may be determined by the
Board of Directors, may be declared by the Board of Directors and paid from
time to time to the holders of the Common Shares out of the
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remaining net profits or surplus of the corporation.
(2) Liquidation. In the event of any liquidation,
dissolution, or winding up of the affairs of the corporation, whether voluntary
or involuntary, all assets and funds of the corporation remaining after the
payment to the holders of the Preferred Shares of all series thereof of the
full amounts to which they shall be entitled as hereinafter provided, shall be
divided and distributed among the holders of the Common Shares according to
their respective shares.
(3) Voting rights. Each holder of a Common Share shall have
one vote in respect of each share of such stock held by him. There shall not be
cumulative voting.
B. Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred Shares
to then be issued from the Ten Million (10,000,000) shares authorized, and such
shares shall constitute a series of the Preferred Shares. Such series shall
have such preferences, limitations, and relative rights as the Board of
Directors shall determine and such series shall be given a distinguishing
designation. Each share of a series shall have preferences, limitations, and
relative rights identical with those of all other shares of the same series.
Except to the extent otherwise provided in the Board of Directors'
determination of a series, the shares of such series shall have preferences,
limitations, and relative rights identical with all other series of the
Preferred Shares. Preferred Shares may have dividend or liquidation rights
which are prior (superior or senior) to the dividend and liquidation rights and
preferences of the Common Shares and any other series of the Preferred Shares.
Also, any series of the Preferred Shares may have voting rights.
The Board of Directors believes that the proposed increase is in the
best interests of the Company and its shareholders. In 1995, the Company, which
was then being advised by a non-attorney consultant, solicited proxies for a
Stockholders' Meeting to amend the Certificate of Incorporation substantially
as now proposed. That proxy solicitation was conducted without the use of a
Proxy Statement filed with the Securities and Exchange Commission pursuant to
its Proxy Rules under which stockholders would have received a definitive Proxy
Statement detailing the proposed amendment. A majority of the then stockholders
provided proxies which were voted to amend the Certificate of Incorporation so
as (a) to increase the authorized number of shares of Common Stock from
50,000,000 to 100,000,000 and (b) to authorize the issuance of 10,000,000
shares of undesignated Preferred Stock. The Company has recently retained
corporate and securities counsel who have questioned the validity of the vote
based upon the use of those proxies in the absence of the SEC filing. Assuming
that the validity of the prior amendment and authorization is in question, this
poses two problems to the Company:
1. In 1996, Mr. Szymanski was issued shares of Convertible
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Preferred Stock in recognition of the advances which he had made to the Company
and in anticipation of his continued financial support of the Company. To date,
substantially all of the financial support which the Company has received has
been from Mr. Szymanski; as of June 30, 2000 his advances total $1,080,712 and
the Company is dependent upon his continuing that support for the foreseeable
future until equity financing can be obtained on terms acceptable to the
Company. When the validity of the issuance of the Convertible Preferred Stock
was questioned, the transaction was reversed, Mr. Szymanski turned in his
5,000,000 shares of Convertible Preferred Stock and was issued a Promissory
Note in the amount of his advances. The Board of Directors has met with Mr.
Szymanski with respect to this indebtedness and has approved an agreement to
issue 11,937,311 shares of Common Stock to him in conversion of that
indebtedness. The number of shares is based upon the calculation of his
advances to the date of the 1996 transaction, ($379,379) divided by $.045
representing the fair market value of restricted shares of the Company's Common
Stock at that time and his further advances to June 30, 2000 ($701,733)
divided by $.20 representing the fair market value of restricted shares of the
Company's Common Stock at that time.
2. At this point, the Company has issued and outstanding 49,600,478 shares of
its Common Stock which utilizes almost all of the legally authorized 50,000,000
shares. The Company is currently seeking to raise equity financing to support
its next stage of product development and manufacturing; without the proper
authorization of the additional shares of Common Stock this cannot be done
except by a reverse stock split, which Management does not wish to do. In order
to have sufficient shares of new Common Stock to raise the equity financing,
Management recommends a vote FOR the amendment. In addition, shares of
Convertible Preferred Stock were issued by the Board of Directors in 1996 in
reliance upon the presumed validity of the authorizing amendment to the
Certificate of Incorporation. The authorization of the Preferred Stock will
permit the Company to retroactively correct any overissuance with respect to
the 58,936 shares which remain issued and outstanding.
Except as set forth below, there are no plans, agreements, commitments
or understandings for the issuance of the newly authorized shares at the
present time, other than:
(a) to permit conversion of the issued and outstanding Convertible
Preferred Stock; and
(b) to issue 11,937,311 shares of Common Stock to Richard Szymanski in
consideration of the $1,080,712 which he has advanced to the corporation, as a
conversion of the Company's indebtedness to him; and
(c) possible issuance for general corporate purposes, including future
equity financings, acquisitions, stock dividends and stock splits. Unless
required by law, no further stockholder approval would be sought for the
issuance of such shares. Current
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holders of the Company's Common Stock do not have preemptive rights to
subscribe for additional shares that may be issued by the Company.
Adoption of the amendment requires the affirmative vote of the holders
of a majority of the outstanding Common Stock and the Convertible Preferred
Stock, voting as a single class.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors does not intend to present to the meeting any
matters not referred to in the form of Proxy. No stockholder proposals were
submitted for inclusion in this Proxy Statement. If any proposal not set forth
in the Proxy Statement is properly presented for action at the meeting, it is
intended that the shares represented by proxies will vote with respect to such
matters in accordance with the judgment of the persons voting them.
By Order of the Board of Directors,
/s/ RICHARD A. SZYMANSKI
-----------------------------------
President
Dated: October 1, 2000
Houston, Texas
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REDOX TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT
The undersigned hereby appoints Richard Szymanski, Clifton D. Douglas
and James R. Schuler, and each of them, jointly and severally, as Proxies, each
with power to appoint his substitute, and hereby authorizes them to represent
and vote, as designated below, all the shares of Common Stock of ReDox
Technology Corporation held of record by the undersigned on September 29, 2000,
at the Special Meeting of Stockholders to be held on November 15, 2000, or any
adjournment thereof. Please indicate your vote on the following proposals: 1.
Proposal to amend Article FOURTH of the Certificate of Incorporation of the
Company to increase the authorized number of shares of Common Stock to be
issued and to authorize undesignated Preferred Stock
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly dated and signed will be voted and will be voted in
the manner directed. If no direction is made, this proxy will be voted FOR the
Proposal and in the discretion of the proxies with respect to any other matters
properly presented to the meeting.
Dated: ,2000
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Name (Please Print):
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Signature of Owner:
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Signature of Co-Owner, if any:
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Please sign exactly as name appears on stock certificate. Where shares
are held as 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
President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
