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 Rule 14a-11(c) or Rule 14a-12
Cardiac
Science, 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):
[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:
(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>
PRELIMINARY COPY
CARDIAC SCIENCE, INC.
8 Hammond Drive, Suite 111
Irvine, California 92618
_______________
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
To Be Held on May 15, 1997
To the Stockholders of
CARDIAC SCIENCE, INC.
You are hereby notified that a Special Meeting of Stockholders
of Cardiac Science, Inc., a Delaware corporation (the "Company"), will
be held at the offices of Breslow & Walker, LLP, 767 Third Avenue,
New York, N.Y. 10017, on May 15, 1997, at 10:00 a.m., New York
time, to (i) approve a proposed amendment to the Company's Certificate
of Incorporation to (a) effect a one-for-11.42857143 reverse stock split
of the issued and outstanding shares of common stock of the Company,
par value $.001 per share ("Common Stock"), and (b) reduce the
number of authorized shares of the Common Stock from 40,000,000
shares to 20,000,000 shares, and (ii) transact such other business as may
properly come before the meeting and any and all adjournments thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice. The Board of Directors has
fixed the close of business on April 21, 1997 as the record date for the
determination of stockholders entitled to notice of and to vote at the
Special Meeting or any adjournments thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO
ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO
COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON IF YOU WISH TO DO SO, EVEN IF YOU
HAVE SIGNED AND RETURNED YOUR PROXY CARD.
By Order of the Board of Directors,
Raymond W. Cohen, Secretary
Irvine, California
April 28, 1997
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM
BE COMPLETED AND RETURNED PROMPTLY
<PAGE>
PRELIMINARY COPY
CARDIAC SCIENCE, INC.
8 Hammond Drive, Suite 111
Irvine, California 92618
_______________
PROXY STATEMENT
_______________
SPECIAL MEETING OF STOCKHOLDERS
May 15, 1997
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Cardiac Science, Inc., a
Delaware corporation (the "Company"), of proxies to be voted at a
Special Meeting of Stockholders of the Company to be held on May 15,
1997 (the "Meeting"), at 10:00 a.m., New York time, at the offices of
Breslow & Walker, LLP, 767 Third Avenue, New York, N.Y. 10017,
and at any adjournments thereof.
The close of business on April 21, 1997 has been fixed as the
record date for the determination of stockholders entitled to notice of
and to vote at the Meeting. On that date there were 37,471,177 shares
of Common Stock, par value $.001 per share ("Common Stock") issued
and outstanding, each of which has one vote on each matter to be
presented at the Meeting (the "Proposals"), and 5,714.285 shares of
Series A Convertible Preferred Stock, par value $.001 per share
("Preferred Stock"), issued and outstanding, each of which has 1,000
votes on each Proposal. The holders of Common Stock and Preferred
Stock will vote together on the Proposals as if they held one class of
stock. In addition, the holders of Common Stock will vote as a separate
class on the Proposal to amend the Company's Certificate of
Incorporation (the "Charter") to reduce the number of authorized shares
of Common Stock from 40,000,000 shares to 20,000,000 shares (the
"Stock Reduction"). The holders of stock representing a majority of the
votes entitled to be cast at the Meeting, present in person or by proxy,
will constitute a quorum for the transaction of business at the Meeting
and any adjournments thereof; provided, however, with respect to the
separate vote by the holders of the Common Stock on the Proposal for
the Stock Reduction, the holders of a majority of the outstanding shares
of Common Stock, present in person or by proxy, will be required to
constitute a quorum. Approval of the Proposal to amend the Charter
to effect a one-for-11.42857143 reverse stock split of the issued and
outstanding Common Stock (the "Reverse Stock Split") requires the
affirmative vote of the holders of stock representing a majority of the
votes entitled to be cast at the Meeting. Approval of the Proposal for
the Stock Reduction requires the affirmative vote of the holders of stock
representing a majority of votes entitled to be cast at the Meeting as
well as the affirmative vote of the holders of a majority of the Common
Stock voting separately as a class. All votes will be tabulated by the
inspector of election(s) appointed for the Meeting, who will separately
tabulate affirmative and negative votes, abstentions and broker non-
votes. Abstentions will be counted towards the tabulation of votes cast
on the Proposals and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for
any purpose in determining whether a Proposal has been approved.
A form of proxy is enclosed for use at the Meeting. The proxy
may be revoked by a stockholder at any time before it is voted by
execution of a proxy bearing a later date or by written notice to the
Secretary of the Company before the Meeting, and any stockholder
present at the Meeting may revoke his or her proxy thereat and vote in
person if he or she desires. When such proxy is properly executed and
returned, the shares of Common Stock or Preferred Stock it represents
will be voted at the Meeting in accordance with any instructions noted
thereon. If no direction is indicated, all shares of Common Stock and
Preferred Stock represented by valid proxies received pursuant to this
solicitation (and not revoked prior to exercise) will be voted (i) FOR the
proposed amendment to the Charter to effect the Reverse Stock Split,
and (ii) FOR the proposed amendment to the Charter to effect the Stock
Reduction.
The cost for soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to solicitation by
mail, proxies may be solicited in person or by telephone, telefax, or
cable by personnel of the Company, who will not receive any additional
compensation for such solicitation. The Company may reimburse
brokers or other persons holding stock in their names or the names of
their nominees for the expenses of forwarding soliciting material to their
principals and obtaining their proxies. The approximate date of mailing
of this Proxy Statement and accompanying form of proxy is April 28,
1997.
BACKGROUND
In connection with the Company's efforts to raise capital, the
Company entered into an advisory and consulting agreement (the
"Sorbus Agreement") with Sorbus Asset Strategies, S.A., a Swiss
company ("Sorbus"), pursuant to which Sorbus agreed, among other
things, to locate, on a "best efforts" basis, potential investors to purchase
shares of Common Stock. The Sorbus Agreement contemplates a
financing of $2,000,000 (the "Financing"). As a condition precedent to
the Financing, the Sorbus Agreement provides, among other things, that
the Company shall have obtained the approval of its Board of Directors
and stockholders to amend the Charter (i) to effectuate a reverse stock
split of its issued and outstanding shares of Common Stock, and (ii) to
reduce the number of authorized shares of Common Stock from
40,000,000 shares to 20,000,000 shares.
On April 9, 1997, the Board of Directors of the Company
unanimously approved the Reverse Stock Split and the Stock Reduction
(collectively, the "Charter Amendments"). The Charter Amendments
are now being submitted for approval by the Company's stockholders.
PROPOSAL TO AMEND THE CERTIFICATE OF
INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT
Reasons for the Reverse Stock Split
The principal reasons to effectuate the Reverse Stock Split are
to increase the number of authorized but unissued shares of Common
Stock, to reduce the number of shares of Common Stock that are
outstanding, and to increase the price per share of the Common Stock.
The Company currently is authorized to issue 40,000,000
shares of Common Stock, of which 37,471,177 shares of Common
Stock are issued and outstanding. There are subscriptions outstanding
for 1,666,667 shares of Common Stock, and options and warrants
outstanding to purchase 13,855,908 shares of Common Stock. Thus, the
Company may be required to issue a number of shares of Common
Stock which, together with the Company's issued and outstanding shares
of Common Stock and those shares of Common Stock for which
subscriptions are outstanding, would exceed its current authorized
capital of 40,000,000 shares of Common Stock. Also, in connection
with the issuance of the Preferred Stock, the Company undertook to use
its best efforts to cause the Charter to be amended to (i) increase the
authorized number of shares of Common Stock, or (ii) effectuate a
reverse stock split of the outstanding shares of Common Stock, in either
case to make available a sufficient number of authorized but unissued
shares of Common Stock to allow the Preferred Stock to be converted
into Common Stock. Under the terms of the Certificate of Designation
creating the Preferred Stock (the "Certificate of Designation"), the
5,714.285 shares of outstanding Preferred Stock automatically will
convert into 5,714,285 (pre-Reverse Stock Split) shares of Common
Stock upon there being available a sufficient amount of authorized but
unissued shares of Common Stock. If the Preferred Stock has not been
converted into Common Stock by April 9, 1999, then the holders of the
Preferred Stock shall have the right to demand redemption thereof by
the Company at a price of $175.00 per share of Preferred Stock (or an
aggregate of $1,000,000). Lastly, there currently is an insufficient
number of authorized but unissued shares of Common Stock available
to allow the Company to complete the Financing.
After the Reverse Stock Split, there would be an aggregate of
approximately 3,778,728 shares of Common Stock issued and
outstanding (including 500,000 shares of Common Stock into which the
Preferred Stock automatically would be converted), subscriptions for
145,833 shares of Common Stock, and options and warrants outstanding
to purchase 1,212,392 shares of Common Stock, for an aggregate of
approximately 5,136,953 shares of Common Stock issued and
outstanding or required to be reserved for issuance. Therefore, the
Reverse Stock Split will enable the Company to issue shares of
Common Stock to cover outstanding subscriptions, to issue shares of
Common Stock pursuant to the exercise of currently outstanding
warrants and options, and (to the extent Sorbus is successful in
identifying potential investors) to consummate the Financing (subject to
satisfying the other conditions precedent thereto).
The Company also believes that the higher share price which
may result from the Reverse Stock Split will help to generate interest
in the Company among investors, thereby facilitating future financings.
There can be no assurance, however, that a higher share price will have
such effect or that any financings will be consummated in the future.
Fractional Shares
No fractional shares of Common Stock or scrip representing
fractional shares of Common Stock will be issued in connection with
the Reverse Stock Split. In lieu of issuing fractional shares, each
fractional share will be rounded up to the next highest whole share of
Common Stock.
Effects of the Reverse Stock Split
Upon the effectiveness of the Reverse Stock Split, the number
of shares owned by each holder of Common Stock shall be reduced by
the ratio of 11.42857143 to 1, so that each such stockholder will
thereafter own one share of Common Stock for every 11.42857143
shares of Common Stock he or she owned immediately prior to the
Reverse Stock Split.
The principal effect of the Reverse Stock Split will be that (i)
the number of shares of Common Stock issued and outstanding will be
reduced from 37,471,177 shares to approximately 3,278,728 shares, (ii)
all outstanding options and warrants entitling the holders thereof to
purchase shares of Common Stock will enable such holders to receive,
upon exercise of their options and warrants, 1/11.42857143th of the
number of shares of Common Stock which such holders would have
been able to purchase upon exercise of their options or warrants
immediately preceding the Reverse Stock Split at the same aggregate
price required to be paid therefor upon exercise thereof immediately
preceding the Reverse Stock Split (i.e., an exercise price per option and
warrant equal to 11.42857943 times the exercise price required to be
paid therefor immediately preceding the Reverse Stock Split), and (iii)
the number of shares included in the Company's 1991 and 1993 Stock
Option Plans will be reduced to 1/11.42857143th of the number of
shares currently included in such Plans. The Reverse Stock Split will
not alter the percentage ownership interest in the Company of any
stockholder, except to the extent that the Reverse Stock Split results in
a stockholder of the Company owning a fractional share (see "Reverse
Stock Split - Fractional Shares"). Voting and other rights
accompanying the Common Stock will not be altered.
Pursuant to the Reverse Stock Split, the par value of the
Common Stock will remain $0.001 per share. As a result, on the
effective date of the Reverse Stock Split, the stated capital on the
Company's balance sheet will be reduced to 1/11.42857143th of its
present amount, and the additional paid-in capital account shall be
credited with the amount by which the stated capital is reduced.
Exchange of Shares
The Reverse Stock Split will be effective at the close of
business on the date of filing of the appropriate certificate of
amendment to the Charter with the Secretary of State of the State of
Delaware, unless the Company specifies otherwise. The record date for
the Reverse Stock Split will be the effective date of the amendment to
the Charter (the "Record Date"). On or about the Record Date, notice
of the Reverse Stock Split (the "Split Notice") will be mailed to each
stockholder of record at the most recent address of such stockholder
appearing on the Company's records. The Split Notice shall be
accompanied by a Letter of Transmittal and shall request that each
stockholder surrender his or her existing stock certificate(s) (the "Old
Certificate") evidencing ownership of the pre-Reverse Stock Split
Common Stock (the "Old Common Stock"), together with the Letter of
Transmittal, to U.S. Stock Transfer Corporation to be exchanged for a
new stock certificate(s) evidencing ownership of the number of shares
of Common Stock resulting from the Reverse Stock Split (the "New
Common Stock"). From and after the Record Date, all Old Certificates
will be deemed to represent only that number of shares of New
Common Stock resulting from the Reverse Stock Split.
Federal Income Tax Consequences
The Company believes that the federal income tax
consequences of the Reverse Stock Split will be as follows:
(i) Except as explained in (v) below, no income
gain or loss will be recognized by
stockholders on the surrender of their Old
Common Stock or the receipt of their New
Common Stock.
(ii) Except as explained in (v) below, the tax
basis of the New Common Stock will equal
the tax basis of the Old Common Stock
exchanged therefor.
(iii) Except as explained in (v) below, the
holding period of the New Common Stock
will include the holding period of the Old
Common Stock if such shares were held as
capital assets.
(iv) The conversion of the Old Common Stock
into the New Common Stock will produce
no taxable income or gain or loss to the
Company.
(v) The federal income tax treatment of the
receipt of the additional fractional interest by
a stockholder is not clear and may result in
tax liability not material in amount in view
of the low value of such fractional interest.
The foregoing summary represents the Company's opinion only
and is based on the existing provisions of the Internal Revenue Code of
1986, as amended (the "Code") and existing administrative
interpretations thereof, any of which may be revised retroactively. The
Company's opinion is not binding upon the Internal Revenue Service or
the courts, and there can be no assurance that the Internal Revenue
Service or the courts would accept the positions expressed above.
The state and local tax consequences of the Reverse Stock Split
may vary significantly as to each stockholder, depending upon the state
in which he/she resides. Stockholders are urged to consult their own tax
advisors with respect to the federal, state, and local tax consequences of
the Reverse Stock Split.
No Right of Appraisal
Under the Delaware General Corporation Law, the State in
which the Company is incorporated, dissenting stockholders are not
entitled to appraisal rights with respect to the Company's proposed
amendment to the Charter to effect the Reverse Stock Split, and the
Company will not provide stockholders with any such right.
Voting Requirement
Approval of the Proposal for the Reverse Stock Split requires
the affirmative vote of the holders of stock representing a majority of
the votes entitled to be cast at the Meeting.
The Board of Directors recommends that the stockholders
vote FOR the proposed amendment to the Charter to effect the
Reverse Stock Split.
PROPOSAL TO AMEND THE CERTIFICATE OF
INCORPORATION
TO EFFECT THE STOCK REDUCTION
Reasons for Reducing the Number of Authorized Shares of Common
Stock
Presently, the Charter authorizes the issuance of 40,000,000
shares of Common Stock, of which 37,471,177 shares of Common
Stock are issued and outstanding. There are subscriptions outstanding
for 1,666,667 shares of Common Stock, options and warrants
outstanding for 13,855,908 shares of Common Stock, and Preferred
Stock outstanding which will automatically convert into 5,714,285 (pre-
Reverse Stock Split) shares of Common Stock upon the effectiveness of
the Reverse Stock Split. Pursuant to the Reverse Stock Split, there
would be an aggregate of approximately 3,778,728 shares of Common
Stock issued and outstanding (including 500,000 shares of Common
Stock into which the Preferred Stock automatically would be converted),
subscriptions for 145,833 shares of Common Stock, options and
warrants outstanding to purchase 1,212,392 shares of Common Stock,
for an aggregate of approximately 5,136,953 shares of Common Stock
issued and outstanding or required to be reserved for issuance. In such
case, an authorized capital of 40,000,000 shares of Common Stock
would be unnecessary. Rather, the Board of Directors believes that an
authorized capital of 20,000,000 shares of Common Stock would be
sufficient to ensure that the Company has enough shares to meet its
outstanding commitments as well as provide the Company with
flexibility in connection with various corporate purposes, including the
Financing and possible future financings and acquisitions requiring the
issuance of Common Stock.
Effect of the Reduction
The reduction of authorized shares of Common Stock will not
alter the par value of the Common Stock or the rights of stockholders.
No Right of Appraisal
Under the Delaware General Corporation Law, the State in
which the Company is incorporated, dissenting stockholders are not
entitled to appraisal rights with respect to the Company's proposed
amendment to the Charter to effect the Stock Reduction, and the
Company will not provide stockholders with any such right.
Voting Requirement
Approval of the Proposal for the Stock Reduction requires the
affirmative vote of the holders of stock representing a majority of the
votes entitled to be cast at the Meeting as well as the affirmative vote
of the holders of a majority of the Common Stock voting separately as
a class.
The Board of Directors recommends that the stockholders
vote FOR the proposed amendment to the Charter to effect the
Stock Reduction.
Method of Effecting the Charter Amendments
The Reverse Stock Split and the Stock Reduction shall become
effective, automatically and without further action by the stockholders,
upon the filing with the Delaware Secretary of State of an appropriate
certificate of amendment to the Charter (the "Filing"). The complete
text of such amendment is set forth in Exhibit A hereto. At any time
prior to the effectiveness of the Filing (or, if no Filing has been made,
prior to the Filing), the Board of Directors may abandon the Charter
Amendments without further action by the stockholders. The Board of
Directors will abandon the Charter Amendment with respect to the
Stock Reduction, if approved, in the event the Charter Amendment for
the Reverse Stock Split is not approved.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of April 14, 1997, certain
information regarding the beneficial ownership of Common Stock and
Preferred Stock by (i) each stockholder known by the Company to be
the beneficial owner of more than 5% of the outstanding shares thereof;
(ii) each director of the Company; (iii) each executive officer of the
Company; and (iv) all of the Company's directors and executive officers
as a group.
<TABLE>
<CAPTION>
<S>
<C>
Title of Class
C
<PAGE>
Name and Address of
Beneficial Owner
C
<PAGE>
Amount and Nature of
Beneficial Ownership(1)
C
<PAGE>
Percentage of Class (1)<PAGE>
Common Stock<PAGE>
Paul D. Quadros**
3590 North First Street
San Jose CA 95134
<PAGE>
307,000(2)<PAGE>
*<PAGE>
Common Stock<PAGE>
J. Donald Hill**
8 Hammond Drive
Suite 111
Irvine, CA 92618
<PAGE>
767,977(3)
<PAGE>
2.0%<PAGE>
Common Stock<PAGE>
Howard K. Cooper
5940 Fairhaven Avenue
Woodland Hills, CA 91367
<PAGE>
1,899,373(4)<PAGE>
4.9%<PAGE>
Common Stock<PAGE>
Technology Funding, Inc.
200 Alameda de las Pulgas
San Mateo, CA 94402
<PAGE>
2,315,147(5)<PAGE>
5.9%<PAGE>
Common Stock<PAGE>
Medstone, Inc.
100 Columbia
Suite 100
Aliso Viejo, CA 92656
<PAGE>
7,248,822(6)<PAGE>
18.8%<PAGE>
Common Stock<PAGE>
Suan Investments, Inc.
911 Sterner Road
Hillside, NJ 07025<PAGE>
2,000,000(7)<PAGE>
5.1%<PAGE>
Common Stock<PAGE>
Breslow & Walker, LLP
767 Third Avenue
New York, New York 10017
<PAGE>
3,035,000(8)<PAGE>
7.5%<PAGE>
Common Stock<PAGE>
Parsons & Whittemore Ltd.
20/26 Wellesley Road
Surrey, England
<PAGE>
6,263,333<PAGE>
16.7%<PAGE>
Common Stock<PAGE>
L. Rolls Ltd.
45 River Court
Upper Ground
London, England SE19PE
<PAGE>
3,321,333<PAGE>
8.9%<PAGE>
Common Stock<PAGE>
Prabodh Mathur***
100 Columbia
Suite 100
Aliso Viejo, CA 92656
<PAGE>
754,687(9)<PAGE>
2.0%<PAGE>
Common Stock<PAGE>
Roderick de Greef**
8 Hammond Drive
Suite 111
Irvine, CA 92618
<PAGE>
- -- --<PAGE>
Common Stock<PAGE>
Raymond W. Cohen**/****
8 Hammond Drive
Suite 111
Irvine, CA 92618<PAGE>
- -- --<PAGE>
Preferred Stock<PAGE>
Raymond W. Cohen**/****
8 Hammond Drive
Suite 111
Irvine, CA 92618
<PAGE>
5,714.285<PAGE>
100%<PAGE>
Common Stock<PAGE>
All officers and directors as
a group (five persons) (10)
<PAGE>
1,829,664
<PAGE>
4.7%
<PAGE>
Preferred Stock<PAGE>
All officers and directors as
a group (five persons) (10)
<PAGE>
5,714.285 100%
</TABLE>
(1) Shares of Common Stock subject to options and warrants currently
exercisable or exercisable within 60 days are deemed outstanding for
computing the number of shares and the percentage of the outstanding shares
held by a person holding such options or warrants, but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where
applicable, the Company believes that the persons named in
the table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them.
(2) Includes (i) 200,000 shares of Common Stock issuable upon the exercise of
outstanding warrants, and (ii) 25,000 shares of Common Stock issuable
upon the exercise of outstanding stock options.
(3) Includes 650,000 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(4) Includes 1,199,605 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(5) Includes (i) 437,130 shares of Common Stock held, and 1,666,667 shares of
Common Stock subscribed for, by Technology Funding Partners I and
(ii) 211,350 shares of Common Stock held by Technology Funding Partners
II. Technology Funding, Inc. is the managing general partner of
Technology Funding Partners I and Technology Funding Partners II.
Technology Funding, Inc. is entitled to exercise voting and investment
power with respect to all shares owned by Technology Funding Partners
I and Technology Funding Partners II and therefore may be deemed to be
the beneficial owner of such shares.
(6) Includes 1,000,000 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(7) Consists of 2,000,000 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(8) Includes 3,000,000 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(9) Includes 384,803 shares of Common Stock issuable upon the exercise of
outstanding warrants.
(10) Does not include Mr. Cooper due to his resignation from the Board of
Directors of the Company effective April 12, 1996. Includes Prabodh
Mathur, who was Acting President until his resignation effective January
6, 1997.
* Less than 1%
** Director.
***Resigned as Acting President effective January 6, 1997.
**** Elected Chief Executive Officer and President on January 27, 1997.
INTEREST OF CERTAIN PERSONS
There are options and warrants outstanding to purchase 13,855,908
shares of Common Stock, including options and warrants held by
directors of the Company. There also are 5,714.285 shares of
Preferred Stock outstanding, all of which are owned by Raymond W.
Cohen, the Company's President and Chief Executive Officer and a
director of the Company.
As set forth in the chart below, two directors and the former Acting
President of the Company own options and/or warrants to purchase an
aggregate of 1,259,803 shares of Common Stock. The Company has
entered into agreements with such persons (among others), pursuant to
which, among other things, they agreed to forego the exercise of their
respective options and/or warrants until the Filing. In addition, under
the terms of the Certificate of Designation, Mr. Cohen's 5,714.285
shares of Preferred Stock automatically will convert into 5,714,285
(pre-Reverse Stock Split) shares of Common Stock upon there being
available a sufficient number of authorized but unissued shares of
Common Stock.
As a result, the ability of such directors and the former Acting
President to exercise their options and/or warrants and the ability of
Mr. Cohen to convert his shares Preferred Stock into Common Stock
is dependent upon the approval of the Proposal for the Reverse Stock
Split.
The following table sets forth the number of options and warrants held
by directors and the former Acting President of the Company, the
exercise of which are dependent upon the Filing.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> Exercise
Name Title Options Warrants Price
Prabodh Mathur Former Acting
President 384,803 $ .40
J. Donald Hill Director - 500,000 $ .001
150,000 $ .25
Paul Quadros Director 25,000 - $1.875
200,000 $ .175
</TABLE>
OTHER MATTERS
The Board of Directors of the Company does not know of any
other matters that are to be presented for action at the Meeting. Should
any other matters properly come before the Meeting or any
adjournments thereof, the persons named in the enclosed proxy will
have the discretionary authority to vote all proxies received with respect
to such matters in accordance with their judgment.
This Proxy Statement is sent by order of the Board of Directors
of the Company.
_____________________, Secretary
Raymond W. Cohen
Irvine, California
April 28, 1997
STOCKHOLDERS ARE URGED TO SPECIFY THEIR
CHOICES AND DATE, SIGN, AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE. A PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL
BE APPRECIATED.
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CARDIAC SCIENCE, INC.
(Pursuant to Section 242 of the General Corporation Law of the
State of Delaware)
Cardiac Science, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State
of Delaware (the "GCL"), certifies as follows:
1. The name of the Corporation is Cardiac Science, Inc.
2. The date of filing of the Corporation's certificate of
incorporation (the "Certificate of Incorporation") with the Secretary of
State of the State of Delaware was May 20, 1991.
3. Article Fourth of the Certificate of Incorporation is
hereby amended and substituted in its entirety so that it shall now read
as follows:
"FOURTH: The total number of shares of
stock which the Corporation shall have the
authority to issue is 20,000,000 shares of
common stock, each having a par value of
$.001 (the "Common Stock"), and 1,000,000
shares of preferred stock, each having a par
value of $.001 (the "Preferred Stock").
The Board of Directors is expressly
authorized to provide for the issuance of all
or any shares of Preferred Stock in one or
more classes or series, and to fix for each
such class or series such voting powers, full
or limited, or non-voting powers, and such
distinctive designations, preferences, and
relative, participating, optional, or other
special rights, and such qualifications,
limitations, or restrictions thereof, as shall be
stated and expressed in the resolution or
resolutions adopted by the Board of Directors
providing for the issuance of such class or
series and as may be permitted by the GCL,
including, without limitation, the authority to
provide that any such class or series may be
(i) subject to redemption at such time or times
and at such price or prices; (ii) entitled to
receive dividends (which may be cumulative
or non-cumulative) at such rates, on such
conditions, and at such times, and payable in
preference to, or in such relation to, the
dividends payable on any other class or
classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon
any distribution of the assets of, the
Corporation; or (iv) convertible into, or
exchangeable for, shares of any other classes
of stock of the Corporation at such price or
prices or at such rates of exchange and with
such adjustments; all as may be stated in such
resolution or resolutions.
Upon the filing in the Office of the
Secretary of State of the State of Delaware of
a Certificate of Amendment to the Certificate
of Incorporation of the Corporation whereby
this Article Fourth is amended to read as set
forth herein (the "Filing"), each 11.42857143
shares of Common Stock issued and
outstanding and held of record by each
stockholder of the Corporation immediately
prior to the Filing shall, automatically and
without the need for any further action on the
part of any stockholder, be combined into one
(1) validly issued, fully paid, and non-
assessable share of Common Stock, par value
$.001 per share. No scrip or fractional
shares will be issued by reason of this
amendment, but, in lieu thereof, one whole
share will be issued to those stockholders who
would otherwise be entitled to receive
fractional shares."
4. This Certificate of Amendment to the Certificate of
Incorporation was authorized by the affirmative vote of the holders of
a majority of the outstanding shares entitled to vote thereon at a
meeting of stockholders pursuant to Sections 222 and 242 of the GCL.
IN WITNESS WHEREOF, I hereunto sign my name and
affirm that the statements made herein are true under penalties of
perjury this ____ day of _________________, 1997.
CARDIAC SCIENCE, INC.
By
Raymond Cohen, President
<PAGE>
PRELIMINARY COPY
PROXY
CARDIAC SCIENCE, INC.
8 Hammond Drive, Suite 111
Irvine, California 92618
This Proxy is solicited on behalf of the Board of Directors
The undersigned, acknowledging receipt of the proxy
statement dated April 28, 1997 of Cardiac Science, Inc., hereby
constitutes and appoints Raymond Cohen and J. Donald Hill, and each
or any of them, attorney, agent, and proxy of the undersigned, with full
power of substitution to each of them, for and in the name, place, and
stead of the undersigned, to appear and vote all the shares of stock of
Cardiac Science, Inc., standing in the name of the undersigned on the
books of said corporation on April 21, 1997 at the Special Meeting of
Stockholders of Cardiac Science, Inc., to be held at the offices of
Breslow & Walker, LLP, 767 Third Avenue, New York, New York,
on May 15, 1997 at 10:00 a.m., New York City time, and any and all
adjournments thereof.
When properly executed, this proxy will be voted as
designated by the undersigned.
If no choice is specified, the proxy will be voted (i) FOR
the proposed amendment to the Company's Certificate of
Incorporation (the "Charter") to effect a one-for-11.42857143
reverse stock split of the issued and outstanding shares of Common
Stock (the "Reverse Stock Split"), and (ii) FOR the proposed
amendment to the Charter to reduce the number of authorized
shares of Common Stock from 40,000,000 shares to 20,000,000
shares (the "Stock Reduction").
1. PROPOSAL TO AMEND CHARTER TO EFFECT
REVERSE STOCK SPLIT.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. PROPOSAL TO AMEND CHARTER TO EFFECT STOCK
REDUCTION.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. FOR SUCH OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
Date
Signature
Signature, if held jointly
Please sign exactly as your name appears hereon.
When shares are held by joint tenants, both should
sign. When signing as attorney, 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.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
