<PAGE> 1
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 (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 sec. 240.14a-11(c) or sec. 240.14a-12
EUROMED, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
EUROMED, INC.
WILHELMINAKANAAL NOORD 6
NL 4902 VR OOSTERHOUT
THE NETHERLANDS
JULY 28, 1997
DEAR STOCKHOLDER:
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING OF STOCKHOLDERS
(THE "MEETING") OF EUROMED, INC., A NEVADA CORPORATION ("EUROMED"), TO BE HELD
AT 10:00 A.M., LOCAL TIME, ON AUGUST 20, 1997, AT THE AIRPORT SCHIPHOL HILTON,
HERBERGIERSTRAAT 1, 1118ZK SCHIPOL CT, THE NETHERLANDS. THE ATTACHED NOTICE OF
SPECIAL MEETING AND PROXY STATEMENT FULLY DESCRIBE THE FORMAL BUSINESS TO BE
TRANSACTED AT THE MEETING.
DIRECTORS AND OFFICERS OF EUROMED WILL BE PRESENT TO HELP HOST THE MEETING
AND TO RESPOND TO ANY QUESTIONS THAT OUR STOCKHOLDERS MAY HAVE. I HOPE THAT YOU
WILL BE ABLE TO ATTEND.
EUROMED'S BOARD OF DIRECTORS BELIEVES THAT A FAVORABLE VOTE ON EACH OF THE
MATTERS TO BE CONSIDERED AT THE MEETING IS IN THE BEST INTEREST OF EUROMED AND
ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH SUCH MATTER.
ACCORDINGLY, WE URGE YOU TO REVIEW THE ATTACHED MATERIAL CAREFULLY AND TO
RETURN THE ENCLOSED PROXY PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN THOUGH YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED
AT THE MEETING.
ON BEHALF OF YOUR BOARD OF DIRECTORS, THANK YOU FOR YOUR SUPPORT.
SINCERELY,
A. FRANCOIS HINNEN
CHAIRMAN OF THE BOARD
<PAGE> 3
EUROMED, INC.
WILHELMINAKANAAL NOORD 6
NL 4902 VR OOSTERHOUT
THE NETHERLANDS
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 20, 1997
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the
"Meeting") of EuroMed, Inc. (the "Company") will be held at 10:00 a.m., local
time, on August 20, 1997, at the Airport Schiphol Hilton, Herbergierstraat 1,
1118ZK Schipol CT, The Netherlands, for the following purposes:
(1) Ratify the sale of Pluripharm International B.V. ("Pluripharm"),
a subsidiary of the Company that took place on July 4, 1997 (the "Sale").
Ratification of the Sale by the stockholders of the Company is not
required by Nevada law, but is a condition required by the purchasers of
Pluripharm. If the stockholders do not ratify the Sale of Pluripharm, the
Company will forfeit a portion of the purchase price.
(2) Such other business as may properly come before the Meeting or
any adjournments thereof.
The close of business on July 28, 1997 has been fixed as the record date
for determining stockholders entitled to notice of and to vote at the Meeting
or any adjournments thereof. For a period of at least 10 days prior to the
Meeting, a complete list of stockholders entitled to vote at the Meeting will
be open for examination by any stockholder during ordinary business hours at
the offices of EuroMed, Inc. at Wilhelminakanaal Noord 6, NL 4902 VR
Oosterhout, The Netherlands.
Information concerning the matters to be acted upon at the Meeting is set
forth in the accompanying Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY TO ASSURE THAT
YOUR SHARES ARE REPRESENTED AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE
PREPAID IF MAILED IN THE UNITED STATES) IS PROVIDED. EVEN IF YOU HAVE GIVEN
YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
By Order of the Board of Directors
Richard F. Dahlson
Dallas, Texas Secretary
July 28, 1997
<PAGE> 4
EUROMED, INC.
WILHELMINAKANAAL NOORD 6
NL 4902 VR OOSTERHOUT
THE NETHERLANDS
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 20, 1997
This Proxy Statement is being first mailed on or about July 28, 1997 to
stockholders of EuroMed, Inc., a Nevada corporation (the "Company"), by the
Board of Directors to solicit proxies (the "Proxies") for use at the Special
Meeting of Stockholders (the "Meeting") to be held at 10:00 a.m., local time,
on August 20, 1997, at the Airport Schiphol Hilton, Herbergierstraat 1, 1118ZK
Schipol CT, The Netherlands, or at such other time and place to which the
Meeting may be adjourned (the "Meeting Date").
The purpose of the Meeting is to consider and act upon (i) stockholder
ratification of the sale of Pluripharm International B.V. ("Pluripharm"), a
subsidiary of the Company (the "Sale"); Ratification of the Sale is not
required by Nevada law, but is a condition required by the purchasers of
Pluripharm. If the stockholders do not ratify the Sale, the Company will
forfeit a portion of the purchase price; (ii) such other matters as may
properly come before the Meeting or any adjournments thereof.
All shares represented by valid Proxies, unless the stockholder otherwise
specifies, will be voted (i) FOR ratification of the Sale and (ii) at the
discretion of the Proxy holders, with regard to any other matter that may
properly come before the Meeting or any adjournments thereof.
Where a stockholder has appropriately specified how a Proxy is to be
voted, it will be voted accordingly. The Proxy may be revoked at any time by
providing written notice of such revocation to American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, New York, Attention: Donna
Ansbro. If notice of revocation is not received by the Meeting Date, a
stockholder may nevertheless revoke a Proxy if the stockholder attends the
Meeting and desires to vote in person.
RECORD DATE AND VOTING SECURITIES
The record date for determining the stockholders entitled to vote at the
Meeting is the close of business on July 28, 1997 (the "Record Date"), at which
time the Company had issued and outstanding 2,300,000 shares of common stock,
par value $.01 per share (the "Common Stock"). The Common Stock is the only
outstanding voting securities of the Company.
QUORUM
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of Common Stock is necessary to
constitute a quorum to transact all business to come before the Meeting.
SALE OF PLURIPHARM
On July 5, 1996, the Company acquired Pluripharm, a pharmaceutical
wholesale company doing business in The Netherlands, from Messrs. Doets and
Roozekrans for the purchase price of 10,000,000 Dutch guilders and 850,000
shares of Common Stock. Shortly before such time, The Netherlands Senate
approved legislation that reduced the prices of pharmaceuticals significantly
(an average of 17.5%) to approximately the average prices for pharmaceuticals
in Belgium, France, Germany and Great Britain ("Maximum Price Law"). This
legislation determined by decree a maximum price for any registered
pharmaceutical. Therefore, the maximum price may not exceed the arithmetic
average of the pharmacy purchase prices of comparable pharmaceuticals in such
countries.
<PAGE> 5
The legislation established a prohibition on the sale of pharmaceuticals to
pharmacies at a higher price than the maximum price decree. The basis for
prices in the reference European Union member states is the generally accepted
price lists issued less than six months before the date of the decree
establishing the maximum price. No maximum price will be established if
comparable pharmaceuticals are quoted on the list of only one reference
country. The scope of the Maximum Price Law and the discretionary power for the
Minister to set a maximum price by decree is restricted to pharmaceuticals,
which in the opinion of the Minister should be available to any person at the
reasonable price. The maximum prices will be reviewed every six months. The
Company has pursued a complaint procedure against the Maximum Price Law and the
method of setting the maximum price for pharmaceuticals. The effects of the
Maximum Price Law combined with the Company's inability to integrate
Pluripharm's operations with those of the Company, prompted the Company's Board
of Directors to initiate a five-point restructuring plan, which included the
sale of Pluripharm.
The five-point restructuring plan consists of: (i) a settlement of all
claims between the Company and Messrs. Doets and Roozekrans, whereby they
returned 850,000 shares of Common Stock to the Company (on April 18, 1997 these
shares were returned to the Company and cancelled); (ii) the Sale of
Pluripharm, which took place on July 4, 1997; (iii) the return of 850,000
shares of Common Stock by B.V. Wisteria and its affiliates (which took place on
July 4, 1997); (iv) a plan to repurchase in the open-market 300,000 shares of
Common Stock; and (v) the undertaking of a new strategy of acquiring healthcare
related companies or assets outside of The Netherlands, including possible
purchases of health care companies or assets in the United States.
On July 4, 1997, the Company completed the Sale to Houdstermaatschapi
Singultus B.V. i.o. for approximately 7,300,000 Dutch guilders, of which
1,000,000 Dutch guilders are held in escrow (the "Escrow Amount") pending
stockholder ratification of the Sale. Stockholder ratification is not required
by Nevada law, but is required as a condition to the Company receiving the
Escrow Amount. The Sale is final and binding and, accordingly, failure of the
Company to receive stockholder ratification will not impact the consummation of
the Sale, but will prevent the Company from receiving the Escrow Amount.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE SALE OF PLURIPHARM
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information with respect to beneficial
ownership of Common Stock as of July 28, 1997 by (i) all persons known to the
Company to be the beneficial owner of 5% or more of the Common Stock, (ii) each
director of the Company, (iii) the chief executive officer and each of the
Company's four other most highly compensated executive officers whose total
annual compensation for 1996 based on salary and bonus earned during 1996
exceeded $100,000 (the "Named Executive Officers"), and (iv) all the Company
directors and executive officers as a group. This table does not include shares
of Common Stock that may be purchased pursuant to options not exercisable
within 60 days of April 16, 1997. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------ --------- --------
<S> <C> <C>
A. Francois Hinnen(1) 1,073,130 46.65%
David Anderson -- *
Jesse Shelmire, IV(2) 14,000 *
Robert A. Shuey, III(3) 20,000 *
All directors and named Executive Officers 1,107,130 48.14%
as a group (4 persons)
</TABLE>
- ---------------
* Less than 1%
2
<PAGE> 6
(1) The 1,073,130 shares beneficially owned by Mr. Hinnen are owned directly
through B.V. Wisteria, a Netherlands limited liability company, which
company is owned by Pantapharma B.V., which is owned by Mr. Hinnen. Mr.
Hinnen's address is Beekhuizenseweg 87, 6881 A.G. Velp, The Netherlands.
(2) Consists of warrants to purchase Common Stock, which warrants were issued
in connection with the Company's initial public offering (the
"Representatives Warrants"). In addition, First London Securities
Corporation was issued 20,000 Representatives Warrants, of which Mr.
Shelmire disclaims beneficial ownership.
(3) Consists of 20,000 Representatives Warrants. In addition, National
Securities Corporation was issued 6,667 Representatives Warrants, of which
Mr. Shuey disclaims beneficial ownership.
OTHER BUSINESS
The Company does not intend to bring any business before the Meeting other
than that described herein and at this date the Company has not been informed
of any matters that may be presented at the Meeting by others; however, if any
other matters properly come before the Meeting or any adjournment thereof, it
is intended that the persons named in the accompanying Proxy will vote pursuant
to such Proxy in accordance with their best judgment on such matters.
MISCELLANEOUS
All costs of solicitation of Proxies will be borne by the Company. In
addition to solicitation by mail, the officers and employees of the Company may
solicit Proxies by telephone or personally, without additional compensation.
The Company may also make arrangements with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation
materials to the beneficial owners of shares of Common Stock held of record by
such persons, and the Company may reimburse them for their out-of-pocket
expenses incurred in connection therewith. The Company has engaged American
Stock Transfer & Trust Co. as proxy solicitor for approximately $1,500.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, BUT NOT INCLUDING
EXHIBITS, WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A PROXY
STATEMENT IS DELIVERED UPON THE WRITTEN REQUEST OF SUCH PERSON ADDRESSED TO
EUROMED, INC., ATTN: CHAIRMAN OF THE BOARD, WILHELMENAKANAAL NOORD 6, NL 4902VR
OOSTERHOUT, THE NETHERLANDS.
By Order of the Board of Directors,
Richard F. Dahlson
Secretary
Dallas, Texas
July 28, 1997
3
<PAGE> 7
EUROMED, INC.
SPECIAL MEETING OF STOCKHOLDERS
COMMON STOCK
The undersigned hereby appoints Richard F. Dahlson, with the power to
act without the other and with full power of substitution, as Proxies to
represent and to vote, as designated on the reverse, all Common Stock of
EuroMed, Inc. owned by the undersigned, at the Special Meeting of Stockholders
to be held at the Airport Schipol Hilton, Herbergierstraatl, 1118ZK Schipol
CT, The Netherlands on Monday, August 20, 1997, at 10:00 a.m. local time, upon
such business as may properly come before the meeting or any adjournment
thereof including the following:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. Ratify the sale of Pluripharm [ ] [ ] [ ]
International B.V. ("Pluripharm"),
a subsidiary of the Company that
took place on July 4, 1997 (the
"Sale"). Ratification of the Sale
by the stockholders of the Company
is not required by Nevada law, but
is a condition required by the
purchasers of Pluripharm. If the
stockholders do not ratify the Sale
of Pluripharm, the Company will
forfeit a portion of the purchase
price.
2. In their discretion on any other
matter that may properly come
before the meeting or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no specific direction is given, this proxy
will be voted (i) Ratify the sale of Pluripharm International B.V. (ii) at the
discretion of the proxy holders with regard to any other matter that may
properly come before the meeting or any adjournment thereof.
This proxy may be revoked prior to the exercise of the powers conferred by the
proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE DATE, SIGN EXACTLY AS SHOWN HEREON AND MAIL PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
Signature
----------------------------------------------------------------------
DATE , 1997
- ----------------------------------------------------- -----------------
(SIGNATURE IF HELD JOINTLY)
NOTE: Please date, sign exactly as shown hereon and mail promptly this proxy in
the enclosed envelope. When there is more than one owner, each should
sign. When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed by a corporation, the
proxy should be signed by a duly authorized officer. If executed by a
partnership, please sign in the partnership name by an authorized person.
