SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|_| Definitive Information Statement
Biogan International, Inc.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| 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: NA
2)Aggregate number of securities to which transaction applies: NA
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):
Not Applicable
4)Proposed maximum aggregate value of transaction: N/A
5)Total fee paid:
Not Applicable
|_| Fee paid previously with preliminary materials. N/A
|_| 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:
4)Date Filed:
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INFORMATION STATEMENT
For the Shareholders of Biogan International, Inc.
with respects to the spin off
R-Tec Holding, Inc.
an Idaho corporation
To Biogan International Inc Shareholders of record on September 15, 1999.
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
No Vote is to be Made on any Matter.
There is not going to be a shareholders meeting and no matter is to be voted
upon. This Information Statement is to report to you actions taken by the board
of directors and to inform you of current developments.
On August 18, 1999, the Board of Directors of Biogan International, Inc.
organized R-Tec Holding, Inc., as an Idaho corporation, and subsequently
transferred Biogan's 50% ownership of its subsidiary IntorCorp, Inc. to R-Tec
Holding in exchange for 4,266,797 shares of $1.00 par value common stock.
Biogan declared a stock dividend of all of its R-Tec Holding Inc. shares to its
shareholders of record on September 15, 1999, with a pay date of September 27th,
1999. The stock dividend was distributed to and is being held in escrow with the
American Securities Transfer and Trust, Inc., the transfer agent, until such
time as the Form 10SB registration of the R-Tec Holding, Inc. stock with the
Securities and Exchange Commission is effective and requirements of NASDAQ have
been completed. At such time as the audited financial statements of R-Tec are
available, which is estimated to be the first part of February, Management
presently intends to file Form 10SB with the SEC. When the stock is distributed
Management presently anticipates that trading of R-Tec Holding stock may
commence. The stock dividend of R-Tec Holding, Inc. stock was made at a ratio of
one share of R-Tec Holding, Inc. for each twenty shares of Biogan International,
Inc. held by the shareholders on the record date, with fractional shares being
"rounded-up" to the next even share. No assurances can now be given that Form
10SB will be timely filed, or that when filed it will be satisfactory, or that
the requirements of NASDAQ will be met, or that trading of the securities will
commence as presently anticipated. The receipt of the stock dividend should not
result in any taxable gain or loss to stockholders for federal income tax
purposes.
Effective as of September 27, 1999, the interest that shareholders of Biogan as
of September 15, 1999, had in the IntorCorp Motor was represented by stock of
R-Tec Holding, Inc. distributed proportionately to them in escrow. After the pay
date of September 27th, the IntorCorp motor, and R-Tec Holding, Inc. will be
independent of Biogan.
On October 11, 1999, R-Tec Holding, Inc. (hereafter the "Company") entered into
a stock exchange transaction with the shareholders of R-Tec Corporation, an
engineering company
Information Statement - R-Tec Holding (01/07/00) 1
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located in Meridian, Idaho, by the terms of which the Company at closing on
November 3, 1999, issued 4,266,797 shares of common stock (50% ownership) in
exchange for 80% of the outstanding stock of R-Tec Corporation. In addition, the
Company contributed its stock of IntorCorp, Inc. to R-Tec Corporation. Other
material transactions are that R-Tec Corporation will (i) pay $51,209 of its
retained earnings to its present Shareholders; and (ii) agrees to redeem the
remaining 20% of R-Tec Corporation stock from the present Shareholders within 12
months for the price of $198,791. The net effect of the transaction was that
a. Shareholders of the Company descended from Biogan as of September 15,
1999, own 50% of the Company and the shareholders of R-Tec Corporation
own the other 50%.
b. The Board of directors of the Company has five members, and that for a
period of 5 years, the 50% ownership descended from R-Tec Corporation
will have the right to elect 3 members of the board.
c. The Company owns 80% of R-Tec Corporation, and after the redemption of
the 20% outstanding stock by R-Tec Corporation, the Company will own
100% of R- Tec Corporation, provided no other dilution occurs. .
d. R-Tec Corporation owns 50% of the stock of IntorCorp, Inc. which owns
the intellectual technology for the IntorCorp Motor, which will enable
the development of the Motor under the direction and management of
R-Tec Corporation.
R-Tec Holding, Inc., the Company.
Upon completion of the above described transactions with the shareholders of
R-Tec Corporation, the Company will be the holding company of not less than 80%
of the common stock of R-Tec Corporation and will be consolidated for tax and
reporting purposes. The Company at the present time has no other business
interests.
R-Tec Corporation, a subsidiary of the Company.
R-Tec Corporation was initially organized in 1995 as a small individually
operated company in a modified garage for the purpose of developing and
fabricating High-Tech custom manufacturing equipment, primarily for a single
customer. Most of the jobs during the first 18 months were the duplication of
manufacturing tools going overseas for Hewlett Packard including mech-op
stations, servo writers, and transfer writers for the disk drive industry.
Presently the Company continues to, under contract from the respective
customers, develop, fabricate and manufacture High-Tech custom manufacturing
equipment, as well as to custom manufacture other types of manufacturing
equipment and/or parts for installation in customer products as an OEM provider.
Company expertise includes engineering, development of controls, machine design
and tooling, and services include consulting, prototype development, tooling and
manufacturing. Production includes mechanical fixtures, sub-assemblies,
electronic testing devices, automatic robot work cells, and other similar
products all of which incorporate one or more complete disciplines of
mechanical, electrical, software, machine vision, and controls.
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Company technology currently includes CAD-based, Electro-mechanical Devices,
Tool Design, PC Board Layout, International EC-Marked products, Machine Vision,
Specialty Tooling, Engineering Design, Motion Control, robotics, Software
Development, and PLC Programming.
Significant clients include Iomega Corporation, Hewlett Packard, Pro-Precision
Machining, Steelhead Metals, SCP Global Technologies, System Integration
(Division of Micron), Intel, TECHNIT Interconnection Products, 3Com Corporation,
Preco, Inc., Motorola, Micron Communications, Inc., Ford Microelectronics, Inc.
and Anadigics.
The Company is presently expanding into the European and Asian markets, and has
expended approximately $50,000 in R and D for development of certain products
for the open market, both by special order and some by shelf inventory with
immediate availability.
The Company presently employs 10 full time employees and 5 part time employees.
Certain functions of some projects are, when needed, contracted to R-Tec Machine
Tools, Inc., an Idaho corporation, which conducts business as a machine shop at
the same location as the Company, in which Doug Hastings and Gary Clayton own a
combined 50% interest. (See "Certain Relationships and Related Transactions "
page 7). However, some machine work is also contracted with other machine shops
depending on time of delivery restraints.
Management's Discussion and Analysis
Management is currently waiting for the accountant's report on the financial
results of operations for the calendar year 1999 in order to evaluate operations
and analyze the operations of the business. The auditors have made several
recommendations with respect to accounting procedures in order to comply with
GAAP, which will have an affect on the financial analysis of the Company. At the
time of the notice to shareholders of the filing of Form 10SB Management will
include a discussion and analysis of the operations of the Company. Management
can presently report that sales for the calendar year 1999 exceeded the
$1,200,000 which Management previously projected.
Description of Property of R-Tec Corporation (Subsidiary)
R-Tec Corporation is a tenant in a single purpose industrial building located at
1471 E. Commercial Avenue, in Meridian, Idaho. The building is owned by H2C2 &
Associates, LLC, an Idaho limited liability company (owned by Mr. and Mrs.
Hastings and Mr. and Mrs. Clayton, shareholders of R-Tec Corporation) and leased
75% to R-Tec Corporation under a 5 year lease expiring November 30, 2004. The
other 25% of the building is leased to R-Tec Machine Tools, Inc., a machine shop
(owned 25% by Hastings and 25% by Claytons) see "Certain Relationships and
Related Transactions" at page 7. The building was constructed in 1998 according
to the applicable commercial building code requirements, on approximately 1.36
acres of land, and includes a parking area of 20 spaces.
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The Company office space consists of approximately 1200 square feet, and
includes a reception area, conference room, and 6 individual offices. The
assembly area consists of approximately 1800 square feet and approximately 1500
square feet of warehouse area. The Company pays rent at the rate of $2,950 per
month, subject to Cost of Living Index increases on an annual basis.
The Company owns the furniture and fixtures, office equipment, phone system and
all shop equipment free of any liens or obligations.
R-Tec Holding will not have any separate corporate offices, but will use when
required the offices of R-Tec Corporation for its purposes, without the payment
of any rent or other obligation, until such time as independent offices may be
required.
Intorcorp, Inc. an Idaho corporation, is a 50% subsidiary of R-Tec Corporation
with Mr. Douglas G. Hastings appointed President. Intorcorp owns the
intellectual technology for the IntorCorp Smart Power Motor. Negotiations are
presently in process for a consulting agreement with C.T. Corporation, an
electrical engineering company and owner of the other 50% of the common stock.
Management is currently developing the business plan, interviewing candidates
for project managing of the development and marketing of the Smart Power Motor,
as well as considering the methods for financing the project.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information regarding the shares of common
stock of R- Tec Holding that is presently held beneficially by (i) each director
of the Company, (ii) all officers and directors as a group, and (iii) each
person known by the Company to beneficially own 5% or more of the outstanding
shares of the Company's common stock.
Name and Address Amount & Nature
---------------- ---------------
of Beneficial Owner of Benef. Owner Percent
------------------- --------------- -------
Gary A. Clayton (1)(3)(4)(5) 2,133,399 25%
1471 E. Commercial Ave
Meridian, Idaho 83642
Douglas G. Hastings (1)(3)(4)(5) 2,133,398 25%
1471 E. Commercial Ave
Meridian, Idaho 83642
Rulon L. Tolman (1)(3)(4) 490,417 05.747%
7213 Potomac Drive
Boise, Idaho 83704
Robert C. Montgomery (1)(3) 116,900 01.370%
6940 Ashland Drive
Boise Idaho 83709
George W. Wadsmith (1)(3) 138,334 01.621%
214 S. Cole Road
Boise, Idaho 83709
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John R. Hansen, Jr. (1)(3) 125,000 01.465%
12035 Ginger Creek Dr.
Boise, Idaho 83713
L. William Glazier (3) 525,000 06.152%
805 W. Cross Street
Woodland Hills, CA 95695
Ronald J. Tolman (3) 561,164(2) 06.576%
2326 Bruins Avenue
Boise, Idaho 83704
All Officers and Directors as a Group (6 persons) 5,137,448 60.203%
Total Shares Issued and Outstanding 8,533,594 100.000%
(1) These individuals are the directors and officers of the Company who
are shareholders.
(2) Mr. Ronald J. Tolman owns 377,920 of such shares in his own name, and
183,244 of such shares are owned of record in the name of his wife,
Jacque L. Tolman.
(3) These shareholders, along with Keith Cline (56,500 shares 00.662%)
with a combined share ownership percentage of 73.595% have entered
into a voting agreement under which Mssrs. Clayton and Hastings will
have the right to nominate 3 of the 5 directors, and the other
participants will have the right to nominate 2 of the 5 directors, and
the combined ownership would then be voted as a block for the
nominated directors.
(4) These individuals are the present directors of R-Tec Corporation, with
Hastings as President and Clayton as V. Pres - Secretary.
(5) These individuals are two of the four directors of InterCorp Inc. with
Mr. Hastings as President.
Directors and Executive Officers of R-Tec Holding, Inc.
Name Age Position Date Appointed
---- --- -------- --------------
Douglas G. Hastings 41 Director, President Nov.3, 99
Gary A. Clayton 41 Director, V-P Engineering Nov.3, 99
Rulon L. Tolman 49 Director, VP Finance Original
John R. Hansen, Jr 69 Director Original
David R. Stewart 46 Director Nov.3, 99
Robert C. Montgomery 47 Secretary Nov.3, 99
George W. Wadsworth 54 Treasurer Nov.3, 99
The directors of the Company are elected to serve until the next annual
shareholder's meeting or until their respective successors are elected and
qualified. Officers of the Company hold office until the meeting of the Board of
Directors after the next annual shareholders's meeting or until removal by the
Board of Directors. There are no arrangements or understandings among the
Officers and Directors pursuant to which any of them were elected as Officers
and Directors.
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Family Relationships:
Douglas G. Hastings is married to Rena Clayton Hastings, a sister of Gary
A. Clayton.
Business Experience of Officers and Directors:
Douglas G. Hastings, 1471 E. Commercial Ave, Meridian, Idaho 83642. Mr.
Hastings received a Micro M.B.A. in May of 1999. Mr. Hastings received special
training in Robotics, Machine Vision and software controls. Prior to starting
R-Tec Corporation in 1995, Mr. Hastings was employed by Hewlett Packard from
1981 to 1995 specializing in electrical and mechanical tool design and controls.
Gary C. Clayton, 1471 E. Commercial Ave, Meridian, Idaho 83642. Mr. Clayton
received a BS degree in Mechanical Engineering from BYU in 1983. He received
training in Robotics and Industrial Controls in 1987 (with honors), and a
Masters Degree in Mechanical Engineering in 1993 from the University of Utah.
Prior to 1995 (when joined R-Tec Corporation), Mr. Clayton was the Engineering
Manager for Lynn Industries of Boise, Idaho for a year, and prior thereto was
Project Engineer at Thiokol Corporation in Brigham City, Utah, for design,
implementation and project management of HVAC system, process equipment, CNC
type machine tools, and plant automation.
Rulon L. Tolman, was appointed Director August , and is currently a Vice
President of the Company. Mr. Tolman has been with Mutual of New York since 1978
and has been Account Executive, Field Underwriter and Sales Manager. Previously
Mr. Tolman was a Production Supervisor with Boise Cascade Container Division
managing 80 employees.
John R. Hansen, Jr., 12035 Ginger Creek Dr., Boise, Id. 83713. Mr. Hansen
received his J.D. degree from UCLA in 1956, and has practiced law from 1957 to
1968 in California and from 1968 to the present in Idaho, primarily in
securities and business practice. Mr. Hansen is presently outside counsel to the
Company.
David R. Stewart, 9486 Fairview Ave, Boise, Idaho. Mr. Stewart is a
Certified Public Accountant with Stewart, Harding & Co with 20 years experience,
and as President of the company for the past 6 years. He obtained his BS desgree
in Accounting in 1979 from the University of Utah.
Robert C. Montgomery, is presently Secretary of the Company. He received
his JD degree from the University of Idaho in 1974, and is a member of the bar
in Idaho, Oregon and Washington. He was a former adjunct professor of Business
Law and Ethics at Boise State University, and has practiced law in Idaho since
1974.
George W. Wadsworth has been a partner in the accounting firm of Wadsworth and
Smith, Chartered, for the past 23 years. He is also the accountant for the
Company.
Executive Compensation.
R-Tec Corporation paid executive compensation for the year ended December
31, 1998 to the following:
Douglas G. Hastings, President. $81,120.00 annual salary.
Gary C. Clayton, Vice President. $81,120.00 annual salary.
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On December 1, 1999, R-Tec entered into five year employment agreements
with Douglas G. Hastings to be the CEO and President of R-Tec, and with Gary C.
Clayton to be Vice President of Engineering, each with an annual salary of
$81,120 with a bonus of $25,000 to be paid during the first year. In addition,
each of the employees will receive the standard benefits package for employees,
including medical, sick leave and vacation time. The above employees each have a
company automobile.
There is no agreement for the payment of any salary or compensation at this
time for the directors of R-Tec Corporation, or for the executive officers or
directors of R-Tec Holding, Inc. However, the Company anticipates that any out
of pocket expenses of directors will be paid, and that directors who are not
employed by either the Company or R-Tec Corporation will receive compensation
for attendance and other duties performed as directors.
Certain Relationships and Related Transactions
R-Tec Corporation currently leases 75% of the building it presently
occupies at 1471 E. Commercial Ave, Meridian, Idaho 83642 from H2C2 &
Associates, LLC, an Idaho limited liability company owned by Mr. and Mrs.
Hastings and Mr. and Mrs. Clayton under a five year lease ending November 30,
2004, with an option to extend the lease for an additional five years. The
rental rate is $2,950 per month subject to annual Cost of Living Index
increases.
In addition, the other 25% of the building is presently leased by R-Tec
Machine Tools, an Idaho limited liability company, which is owned 25% by each of
Mr. Hastings and 25% by Mr. Clayton. R-Tec frequently contracts machine work to
R-Tec Machine Tools at competitive prices, as well as contract work to other
machine shops, the selection of which is based on competitive pricing as well as
speed of work completion.. R-Tec Machine Tools, also contracts work with other
manufacturers.
Description of Securities, including dividend, voting and preemptive rights.
R-Tec Holding, Inc. presently has two classes of capital stock authorized
consisting of 30,000,000 shares of voting Common stock, par value $1.00 per
share, and 5,000,000 shares of Preferred Stock, with authority vested in the
board of directors to prescribe the classes, series, and the number of each
class or series of Preferred Stock, and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of Preferred Stock as authorized in ss.30-1-602, Idaho Code.
As of the date of this Information Statement there are issued and
outstanding 8,533,594 shares of Common Stock. No Preferred Shares have been
issued.
The holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. The
shares of Common Stock do not carry cumulative voting rights in the election of
Directors.
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Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is not
subject to redemption rights and carries no subscription or conversions rights.
In the event of liquidation of the Company, the share of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the Common Stock now outstanding are fully paid for
and non- assessable.
Dividends:
Holders of Common Stock are entitled to receive such dividends as the Board of
Directors may from time to time declare out of funds legally available for the
payment of dividends. The Company has never paid a dividend, and the present
focus of Management is for growth and expansion of its business through the
reinvestment of profits, if any, and does not anticipate that it will pay
dividends in the foreseeable future.
Holders of Common Stock:
The number of holders of record of the Company's Common Stock is
approximately 776 as of November 3, 1999, as reported by the Company's transfer
agent. The Common Stock of all holders, except for two (Hastings and Clayton),
is currently held in escrow by the transfer agent pending registration of such
stock with Securities and Exchange Commission by filing Form 10SB.
Fiscal Year End:
The Company's fiscal year is December 31.
Transfer Agent:
The Company's transfer agent is American Securities Transfer & Trust, Inc.,
12039 West Alameda Parkway, Lakewood, CO 80228, phone (303) 986-5400 and Fax:
(303) 986-2444.
Reports to Shareholders:
The Company intends to furnish its shareholders with annual reports
containing audited financial statements as soon as practicable at the end of
each fiscal year. In addition, the Company may, in its discretion, distribute
quarterly reports containing unaudited financial statements for each of the
first three quarters of each fiscal year.
Market for Common Stock
There presently is no market for the Common Stock.
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Legal Proceedings.
None
Accountants.
The principal accountant for the Company is David Stewart of Stewart
Harding & Co., Certified Public Accountants. The auditor for the Company is
Balukoff Lindstrom & Co., PA.
Financial Information
The year end December 31, 1999, fiscal year is currently being audited by
Balukoff Lindstrom & Co., PA., with the financial statements consistent with
GAAP expected to be available the first part of February, 2000. At such time as
the financial statements are available Form 10SB will be filed with the SEC. At
the time of filing the 10SB, a notice will be sent to the shareholders advising
of the filing, which notice will include an abbreviated financial statement a
discussion by Management of the financial affairs of the Company.
Costs
The costs of mailing this Information Statement has been or will be borne
by the Company. In addition to solicitation by mail, arrangements may be made
with brokerage houses and other custodians, nominees and fudiciaries to send
this Information Statement to their principals, and the Company may reimburse
them for the costs thereof.
Biogan International, Inc.
By /s/
------------------------
Ronald J. Tolman, V.P.
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