SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14c INFORMATION
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:
Common Stock, par value $0.0001 per share
(2) Aggregate number of securities to which transaction applies:
shares of Common Stock
(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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BIOGAN INTERNATIONAL, INC.
7123 Potomac Drive
Boise, Idaho 83704
NOTICE TO STOCKHOLDERS
The accompanying Information Statement is being mailed on or about January,
2000 to all stockholders of record of Biogan International, Inc. ("BIGM") on
November 23, 1999 in connection with an amendment to BIGM's Certificate of
Incorporation to change the name of the corporation from Biogan International,
Inc. to HMZ Metals, Inc. and a one for twelve reverse stock split.
The Board of Directors of BIGM and holders representing a majority of the
outstanding voting stock of BIGM recently voted in favor of the change in
corporate name and the reverse stock split (collectively, the "Amendment"). The
Amendment is being made pursuant to and as a condition to closing under an
agreement between BIGM and Hechi Industrial Co., Inc. ("Hechi") under which BIGM
will acquire all of the shares of Hechi in exchange for 33,300,000 shares of
BIGM. Hechi is engaged in the business of refining and mining metals in
southeastern China.
The Information Statement is furnished only to inform stockholders of BIGM
of the above action before it takes effect in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors
Gilles LaVerdiere
President
January , 2000
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BIOGAN INTERNATIONAL, INC.
7123 Potomac Drive
Boise, Idaho 83704
INFORMATION STATEMENT
January , 2000
CHANGE IN CORPORATE NAME AND REVERSE STOCK SPLIT
GENERAL
This Information Statement is being delivered by Biogan International,
Inc., a Delaware corporation ("BIGM" or the "Company"), in connection with an
amendment to Biogan International Inc.'s Certificate of Incorporation (the
"Charter") to change the name of the corporation from Biogan International, Inc.
to HMZ Metals, Inc. and to effect a twelve for one reverse stock split.
BIGM's Board of Directors (the "Board") and holders representing a majority
of the outstanding voting stock of BIGM recently voted in favor of amending the
Charter to change BIGM's corporate name from Biogan International, Inc. to HMZ
Metals, Inc. and to effect a twelve for one reverse stock split. The name change
and reverse stock split are being made as conditions to closing pursuant to an
agreement, dated November 30, 1999 between the Company and Hechi Industrial Co.,
Inc. After the acquisition, the Company will be engaged in a metal refining and
mining business and the new name more closely allied with the Company's proposed
business. Management believes that the reverse stock split may allow the
Company's stock to trade at higher prices and that it may cease to be a "penny
stock" as defined under applicable Securities and Exchange Commission
Rules(although no assurance is given that this will occur). Currently
outstanding Company shares will automatically be reverse split into shares of
HMZ Metals, Inc. after the reverse stock split. For example, if a shareholder
currently owns 12,000 shares of Biogan, after the name change and reverse stock
split, the shareholder will own 1,000 shares of HMZ Metals, Inc.
The Reverse Stock Split will not change the stockholders' proportionate
equity interest in the Company. The principal effect of the Reverse Stock Split
will be to decrease the number of outstanding shares by to one twelfth the
amount immediately prior to the reverse stock split. The number of authorized
shares will not be changed in the reverse stock split. The Common Stock issued
pursuant to the Reverse Stock Split will be fully paid and non - assessable. The
voting rights and other rights that accompany the Common Stock will not be
altered by the amendment or the Reverse Stock Split. We are not asking holders
for a proxy and it is not necessary for stockholders to tender their shares to
the transfer agent after the reverse split is effected. After the reverse split
is effected, Stockholders will receive a Letter of Transmittal advising them of
the procedures involved in obtaining new stock certificates.
Any tax liability to stockholders resulting from the Reverse Stock Split
will likely not be substantial. The receipt of Common Stock in the Reverse Stock
Split should not result in any taxable gain or loss to stockholders for federal
income tax purposes. If the Reverse Stock Split is approved,
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the tax basis of common Stock received as a result of the Reverse Stock Split
(including any fractional share interests to which a stockholder is entitled)
will be equal, in the aggregate, to the basis of the shares exchanged for the
Common Stock. For tax purposes, the holding period of the shares immediately
prior to the effective date of the Reverse Stock Split will be included in the
holding period of the Common Stock received as a result of the Reverse Stock
Split, including any fractional share interests to which the stockholder is
entitled. Stockholders who receive cash in lieu of fractional shares of Common
Stock will be treated as receiving cash as payment in exchange for their
fractional shares of common Stock, and they will recognize capital gain or loss
in an amount equal to the differences between the amount of cash received and
the adjusted basis of the fractional shares surrendered for cash.
The Company currently does not qualify for admission to the NASDAQ Small
Cap Market (the "NASDAQ SmallCap"), because its per-share price is less than $4
per share and does not have shareholders equity of $3 Million or net tangible
assets of $4 Million, all of which are criteria for inclusion in NASDAQ
SmallCap. The effect of the Reverse Stock Split on the price per share will
assist the Company in its efforts to meet the price per share requirements for
admission into the NASDAQ SmallCap. The approval of the Reverse Stock Split may
enable the Company, at an appropriate time in the future when other requirements
are met or waivers may be obtained, to enhance the marketability of the stock.
In addition, the approval of the Reverse Stock Split may put the Company in the
position in the future, if its stock trades above the minimum threshold price,
and its meets either of the financial tests, to meet all requirements for
admission into the NASDAQ SmallCap without seeking a waiver. Because the
Company's future performance is dependent on a number for business and general
economic factors which cannot be predicted with any certainty, there can be no
assurance that the financial requirements for admission into the NASDAQ SmallCap
will be attained at any future point in time.
The Board of Directors further believes that the relatively low per-share
market price of the Common Stock may impair the acceptability of the Common
Stock to certain institutional investors and other members of the investing
public. Certain investors view low-priced stock as unattractive or, as a matter
of policy, are precluded form purchasing low-priced shares. In addition, certain
brokerage houses, as a matter of policy, will not extend margin credit on stocks
trading at low prices. On the other hand, certain other investors may be
attracted to low-priced stock because of the greater trading volatility
sometimes associated with such securities.
There can be no assurance that the Reverse Stock Split will not adversely
impact the market price of the Common Stock, that the marketability of the
Common Stock will improve as a result of approval of the Reverse Stock Split or
that the approval of the Reverse Stock Split will otherwise have any of the
effects described herein.
Certificates and Fractional Shares
The certificates presently representing share of Common Stock will be
deemed to represent one-twelfth the number of share of Common Stock after the
effective date of the Reverse Stock Split.
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New shares of Common Stock, will be issued in due course as old shares are
tendered to the transfer agent for exchange of transfer. Fractional shares may
be issued; however the Board reserves the right to tender cash to stockholders
surrendering their old certificates for shares which are not evenly divisible by
the ratio chosen for the Reverse Stock Split. The price payable by the Company
will be determined by multiplying the fraction of a new share by the equivalent
average of the closing prices for one old share of Common Stock for the ten
business days immediately preceding the effective date of the Reverse Stock
Split for which transactions in the Common Stock are reported, as reported by
the Over-the-Counter Bulletin Board.
Source of Funds
The funds with which to purchase fractional shares are available and will
be paid from the current cash reserves of the Company. The Company's stockholder
list indicates that a portion of the outstanding Common Stock is registered in
the names of clearing agencies and broker nominees. It is, therefore, not
possible to predict with any certainty the number of fractional shares and the
total amount the company might choose to pay to redeem such fractional shares.
However, it is not anticipated that the funds necessary to effect the
cancellation of fractional shares will be material.
AMENDMENT TO THE CHARTER
The only amendments to the Charter will be to change BIGM's corporate name
from Biogan International, Inc. to HMZ Metals, Inc. and to effect a one for
twelve reverse stock split. After this amendment is effective, Article FIRST of
the Charter will read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter called the "Corporation")
is HMZ Metals, Inc."
The name change is being made pursuant to an agreement and as a condition
to closing thereunder. The name change will not affect the validity of currently
outstanding stock certificates. BIGM's current stockholders will not be required
to surrender or exchange any stock certificates that they now hold and should
not send such certificates to BIGM or its transfer agent for exchange until they
receive a letter of transmittal and other instructions from the transfer agent.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, the
name change cannot take effect until 20 days after this Information Statement is
sent to BIGM's stockholders. Accordingly, BIGM plans to effect the name change
as soon as possible after such 20-day period by filing a Certificate of
Amendment to the Charter with the Secretary of State of the State of Delaware in
compliance with Delaware law.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of November 23,1999, certain information
concerning beneficial ownership of BIGM's voting securities by (i) each person
known to BIGM to beneficially own 5% or more of BIGM's outstanding voting
securities, (ii) all executive officers, directors and director nominees of BIGM
naming them, and (iii) all executive officers and directors of BIGM as a group,
without naming them.
Common Stock Percentage of
Name of Owner Beneficially Owned Ownership
- --------------------------------------------------------------------------------
L. William Glazier 10,500,000 12.3%
805 W. Cross Street
Woodland Hills, CA 95695
Rulon L. Tolman 9,808,333 11.22%
7272 Glenridge View
Boise, Idaho 83709
Ronald J. Tolman, Vice President & Director 7,558,400 8.88%
2326 Bruins Avenue
Boise, Idaho 83704
Robert C. Montgomery, Secretary 2,938,746 2.81%
6940 Ashland
Boise, Idaho 83709
Gilles Laverdiere, Pres and Director 1,490,000 2.35%
1385 des Pluviers
Lonqueuil, Quebec, J4G 2N7
All Executive Officers and
Directors as a group (3 persons) 11,957,146 14.00%
REQUIRED APPROVALS OBTAINED
By Unanimous Written Consent of the Board, dated November 23, 1999, the
Board approved the amendment to the Charter to change BIGM's corporate name from
Biogan International, Inc. to HMZ Metals, Inc. and to effect a one for twelve
reverse stock split. Under Delaware law, the record date for such action, which
determines the stockholders entitled to vote on such action, was the date of the
Board consent, November 23, 1999 (the "Record Date").
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On the Record Date, BIGM had issued and outstanding 85,386,710 shares of
Common Stock. By Written Consent in Lieu of a Meeting dated November 23, 1999,
holders as of the Record Date representing 44,764,000 shares of common stock,
52.43% of the shares of Common Stock, approved the amendment to the Charter to
change BIGM's corporate name from Biogan International, Inc. to HMZ Metals, Inc.
and effect the one for twelve reverse stock split.
Such actions by written consent satisfy the requirements for amending the
Charter, as set forth in the Charter and under Delaware law, that BIGM obtain
the approval of its Board of Directors and of stockholders representing a
majority of the shares of capital stock entitled to vote on such action.
Accordingly, BIGM stockholders will not be asked to take further action on the
amendment at any future meeting.
Delaware law does not afford to BIGM stockholders the opportunity to
dissent from the action described in this Information Statement and receive
value for their shares.
This Information Statement is being mailed on or about January , 2000 to
stockholders of record of BIGM on November 23, 1999.
The Information Statement is furnished only to inform stockholders of BIGM
of the above action before it takes effect in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934.
WEARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
OTHER MATTERS
Submission of Shareholder's Proposals
Shareholders are advised that any proposals they may wish to submit for
presentation at next year's Annual Meeting for inclusion in the Company's proxy
statement and form of proxy for such meeting must be received by the Company on
or before February 1, 2000.
Form 10-KSB
UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON
STOCK ENTITLED TO VOTE AT A MEETING, THE COMPANY WILL PROVIDE WITHOUT CHARGE A
COPY OF ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED DECEMBER 31, 1998. REQUESTS SHOULD BE MAILED TO 7213 POTOMAC
DRIVE, BOISE, IDAHO 83704.
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Costs
The cost 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 fiduciaries to send these
materials to their principals, and the Company may reimburse them for any
attendant expenses.
BY ORDER OF THE BOARD OF DIRECTORS
Gilles LaVerdiere, President
January , 2000
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