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Previous: HANSEN NATURAL CORP, 10-Q, EX-27, 2000-08-09 |
Next: PIMCO FUNDS MULTI MANAGER SERIES, 497, 2000-08-09 |
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
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ý Preliminary information statement |
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Confidential, for use of the Commission only (as |
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o Definitive information statement |
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PHOENIX HEALTHCARE CORPORATION |
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Payment of Filing Fee (Check the appropriate box): |
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ý No fee required. |
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o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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(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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(5) Total fee paid: ___________________________________________________________________________________________ |
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o Fee paid previously with preliminary materials. |
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o 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. |
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(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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PHOENIX HEALTHCARE CORPORATION
4514 Travis Street, Suite 330
Dallas, Texas 75205
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INFORMATION STATEMENT
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This Information Statement is being furnished to the stockholders of Phoenix Healthcare Corporation, a Delaware corporation (the "Company"), in connection with a proposed amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment") to change the name of the Company to The Phoenix Group Corporation. The Company believes that the name "The Phoenix Group Corporation" more accurately reflects the strategic focus of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT APPROVAL OF THE AMENDMENT IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY, ON JULY 28, 2000, THE BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE ADOPTION OF THE AMENDMENT.
Under Delaware law, the affirmative vote of the holders of a majority of the outstanding shares of the Company's Common Stock is required to approve the Amendment. It is anticipated that on September 8, 2000, in accordance with Delaware law, the holders of a majority of the outstanding shares of the Company's Common Stock will execute a written consent in lieu of meeting approving the Amendment. Holders of the Company's Common Stock do not have appraisal rights in connection with approval of the Amendment.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
As of August 5, 2000, the Company had outstanding 51,778,748 shares of Common Stock. Each share of Common Stock entitles the owner thereof to one vote upon each matter submitted to a vote of stockholders. August 5, 2000 has been fixed as the record date (the "Record Date") for the determination of the Company stockholders entitled to notice of, and to vote upon, the Amendment. This Information Statement is being furnished by the Company and was first mailed on or about August 19, 2000 to holders of record of Company Common Stock as of the close of business on the Record Date. It is being furnished to stockholders solely to provide them with certain information concerning the Amendment in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, particularly Regulation 14C.
The name change will not affect the validity or transferability of stock certificates presently outstanding or the trading of any of the Company's securities. The Company's stockholders will not be required to surrender for exchange any stock certificates presently held by them.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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The date of this Information Statement is August __, 2000.
PHOENIX HEALTHCARE CORPORATION
4514 Travis Street, Suite 330
Dallas, Texas 75205
Dear Stockholders:
Phoenix Healthcare Corporation, a Delaware corporation (the "Company"), has proposed to change its name to The Phoenix Group Corporation.
On July 28, 2000, the Board of Directors of the Company unanimously approved the adoption of a proposed amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Amendment") to change the name of the Company to The Phoenix Group Corporation.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT APPROVAL OF THE AMENDMENT IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS.
It is anticipated that on September 8, 2000, in accordance with Delaware law, the holders of a majority of the outstanding shares of Company Common Stock will execute a written consent approving the Amendment. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The attached Information Statement is being provided to you pursuant to Rule 14c-2 under the Exchange Act of 1934. The Information Statement contains a more detailed description of the Amendment. I encourage you to read the Information Statement thoroughly.
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Very truly yours, |
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/S/ RONALD E. LUSK |
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RONALD E. LUSK |
Dallas, Texas
August ___, 2000
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