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
NYER MEDICAL GROUP, INC.
....................................................................
(Name of Registrant As Specified In Charter)
NYER MEDICAL GROUP, INC.*
....................................................................
(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
Not applicable due to New Legislation Abolishing Fee
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / 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
...................................................................
2) Aggregate number of securities to which transaction applies:
512,000
...................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11** Pro forma book value per share
of the Common Stock to be distributed was $_______ as of
September 30, 1996
...................................................................
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:
....................................................................
* On behalf of Genetic Vectors, Inc.
**Set forth the amount on which the filing fee is calculated and state how it
was determined.
INFORMATION STATEMENT
GENETIC VECTORS, INC.
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
This Information Statement is being furnished in connection with the
distribution (the "Distribution") by Nyer Medical Group, Inc. ("Nyer") to
holders of record of Nyer common stock ("Common Stock") as of the close of
business on May 31, 1996 (the "Record Date") of one share of Common Stock,
par value $.001 per share, of Genetic Vectors, Inc. ("Vectors") for each six
shares of Nyer Common Stock owned as of the close of business on the Record
Date. This Information Statement and a copy of the Vectors' final prospectus
(the "Prospectus") will first be mailed to Nyer shareholders on or about
November __, 1996.
Nyer currently owns 1,321,352 shares of the 1,764,364 shares of Vectors'
Common Stock outstanding. The Distribution is being made concurrently with the
initial public offering (the "IPO") of Vectors. See Prospectus,"Risk Factors."
The Distribution will result in 512,000 shares of Vectors Common Stock being
distributed to holders of Nyer Common Stock on a pro rata basis. No
consideration will be paid by Nyer's shareholders for shares of Vectors Common
Stock. The Distribution is scheduled to occur on November __, 1996
(the "Distribution Date") which is also the effective date of the Vectors'
IPO. See "The Distribution."
There is no current public market for the Vectors Common Stock, although
it is anticipated that a trading market will develop concurrent with the
Distribution Date, when Vectors' Registration Statement on Form SB-2 is declared
effective. Vectors has made application to list its Common Stock under the
symbol "GVEC" and believes that the Vectors Common Stock will be approved for
listing on the Nasdaq SmallCap Market ("Nasdaq") subject to official notice of
issuance. See "The Offering", "The Distribution - Listing and Trading of the
Vectors' Common Stock." See also the Prospectus.
- ---------------------
NO VOTE OF SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS DISTRIBUTION,
NO PROXIES ARE BEING SOLICITED, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
- ---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ---------------------
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
- ---------------------
Shareholders of Nyer with inquires related to the Distribution should
contact Ms. Karen L. Wright, Nyer Medical Group, Inc., 1292 Hammond Street,
Bangor, Maine, 04401, Telephone: (207) 942-5273, or the Vectors transfer agent,
Continental Stock Continental Stock Transfer & Trust Company, 2 Broadway,
New York, New York, 10004, Telephone: (212) 509-4000, Continental is also acting
as distribution agent ("Distribution Agent") for the Distribution.
- ---------------------
The date of this Information Statement is November __, 1996
ii
TABLE OF CONTENTS
PAGE
Vectors
Risk Factors
The Distribution
Relationship between Vectors and Nyer
after the Distribution
Dividend Policy
Capitalization
Financial Information
Management's Discussion and Analysis of
Financial Conditions and Results of Operations
Business
Management
Executive Compensation
Security Ownership of Certain Beneficial
Owners and Management
Description of Capital Stock
Independent Accountants
Additional Information
Financial Statements F-1
VECTORS
This Information Statement relies in principal part upon the
Prospectus. Nyer did not participate in the drafting of the
Prospectus, conduct any independent due diligence or otherwise
review it. Although Nyer is the principal shareholder of Vectors,
by contract it has given up the right to control the Vectors' board
of directors. See Prospectus, "Prospectus Summary" and "Business"
for detailed information concerning the business of Vectors.
RISK FACTORS
In addition to the other information contained in this
Information Statement, holders of Vectors Common Stock should
carefully consider the Prospectus, "Risk Factors."
In connection with the spin-off of Vectors as an independent
public company, Nyer anticipates that it will retain approximately
35.7% of Vectors, without giving effect to the issuance of
additional Common Stock in connection with the Underwriters' over-
allotment option. However, Nyer only has the right to designate
one director and it does not and will not have operational control.
Additionally, Nyle International, Inc. ("Nyle"), Nyer's principal
shareholder and Mr. Samuel Nyer, the President of Nyer, will own
5.1% and 0.2%, respectively, of Vectors following the IPO and the
spin-off.
Risk of Failure of Vectors and Loss of Equity
In 1992 at the time of Nyer's IPO, Vectors' then chief
executive officer and current chairman made statements that
Vectors' product line would be sufficiently developed and capable
of being brought to market within a six to nine month period. This
did not occur and, in fact, Vectors has still not brought its
product line to market and is currently making similar claims in
its Prospectus that its product line will be ready to be brought to
market within six months. In view of the fact that these
statements had been previously made and have not come to fruition,
potential investors should carefully examine the risks of Vectors'
failure to ever commercialize its products. In the event Vectors
ceases operation, Nyer's investment in Vectors, which is in excess
of $910,000, will be lost.
THE DISTRIBUTION
Reasons for the Distribution
Due to long standing philosophical differences in management,
the Nyer board of directors (the "Board"), after careful analysis
and consultation with financial and other advisors, has determined
that it is in the best interests of Nyer and its shareholders to
separate ownership of Nyer and Vectors. Nyer will continue to
conduct the medical products distribution and services business and
its pharmacy business, and Vectors will conduct its biotechnology
business.
The Nyer Board believes that, as a result of the benefits to
Nyer and Vectors discussed below, the Distribution has the
potential to enhance value to Nyer's shareholders. Since its
initial public offering in 1992, Nyer has financed Vectors'
development of its biotechnology business, which has incurred
significant losses and to date has generated negligible revenues.
Vectors remains a development stage business and Nyer is unwilling
to continue to report its losses, as it currently is required to
do, on a consolidated basis. The spin-off will provide Vectors
with the opportunity to operate as an independent business in the
biotechnology field and "sink-or-swim" on its own merits with the
marketing of its products. Although Nyer and Vectors are currently
operated by separate management teams, separation of the two
businesses will enable each management to concentrate their
attention and financial resources on its own business without
regard to the corporate objectives, policies and capital
requirements of the other and allow for more effective incentives
for key employees of each business, including stock-based and other
incentive programs that will more directly reward employees of each
business. The separation will permit investors, customers, lenders
and other constituencies to evaluate the respective businesses of
Nyer and Vectors on a stand-alone basis.
Distribution Agent
The Distribution Agent is Continental Stock Transfer & Trust
Company located at 2 Broadway, 19th Floor, New York, New York,
10004. The Distribution Agent is also the transfer agent for both
Nyer and Vectors.
Manner of Effecting the Distribution
Nyer will effect the Distribution on the effective date of the
IPO (the "Distribution Date") by instructing the Distribution Agent
to issue certificates evidencing shares of Vectors Common Stock and
further instructing the Distribution Agent to distribute those
certificates to holders of record of Nyer Common Stock as of the
close of business on the Record Date of May 31, 1996. The
Distribution will be made on the basis of one share of Vectors
Common Stock for each six shares of Nyer Common Stock outstanding
as of the close of business on the Record Date. There will be no
fractional shares issued in the Distribution. In lieu of
fractional shares, Nyer will pay its shareholders the pro rata cash
equivalent using the $10.00 IPO price. Thus, a holder of 100
shares of Nyer Common Stock will receive 16 shares of Vectors and
$6.66. The actual total number of shares of Vectors Common Stock
to be distributed is fixed at 512,000 less adjustment for
fractional shares. The shares of Vectors Common Stock will be
fully paid and non-assessable and the holders thereof will not be
entitled to preemptive rights. See Prospectus, "Description of
Securities." Certificates representing shares of Vectors Common
Stock and checks will be mailed to Nyer shareholders by the
Distribution Agent as soon as practicable after the Distribution
Date with this Information Statement.
HOLDERS OF NYER COMMON STOCK SHOULD NOT SEND CERTIFICATES TO
VECTORS, NYER OR THE DISTRIBUTION AGENT. NYER STOCK CERTIFICATES
WILL CONTINUE TO REPRESENT SHARES OF NYER COMMON STOCK AFTER THE
DISTRIBUTION IN THE SAME AMOUNT SHOWN ON THE CERTIFICATES.
No holder of Nyer Common Stock will be required to pay any
cash or other consideration for the shares of Vectors Common Stock
received in the Distribution or to surrender or exchange shares of
Nyer Common Stock in order to receive shares of Vectors Common
Stock.
Results of Distribution
After the Distribution, Vectors will be a separate public
company and will own and independently operate the biotechnology
business described in the Prospectus. Assuming Vectors
successfully closes its IPO, the number and identity of the holders
of Vectors Common Stock immediately after the Distribution will be
substantially increased due to Vectors' public sale of an
additional 500,000 shares of its Common Stock. Immediately after
the Distribution and its IPO, Vectors expects to have 2,264,634
shares of Vectors Common Stock outstanding (assuming no exercise of
the Underwriters' Over-Allotment Option). See Prospectus, "Shares
Eligible for Future Sale." The Distribution will not affect the
number of outstanding shares of Nyer Common Stock or any rights of
Nyer shareholders.
Listing and Trading of the Vectors' Common Stock
Vectors has made application to Nasdaq for the listing of the
Vectors' Common stock under the symbol "GVEC". It is presently
anticipated that Vectors Common Stock will be approved for listing
on NASDAQ prior to the Distribution Date. NASDAQ will not approve
any trading in respect of the Vectors Common Stock until the
Commission has declared effective the Vectors Form SB-2 in respect
of the Vectors Common Stock which is expected to occur concurrent
with the Distribution Date. Pursuant to agreement with one of the
Vectors' Underwriters, the shares of Vectors Common Stock being
distributed as a dividend may not be publicly sold for 30 days
following the Distribution Date or December __, 1996.
There is not currently a public market for the Vectors Common
Stock. Until the Vectors Common Stock is fully distributed and an
orderly market develops, the prices at which trading in such stock
occurs may fluctuate significantly. The prices at which the
Vectors Common Stock trades will be determined by the marketplace
and may be influenced by many factors, including, among others, the
depth and liquidity of the market for the Vectors Common Stock,
investor perception of Vectors and the industry in which Vectors
participates, Vectors' dividend policy and general economic and
market conditions.
Nyer's counsel has discussions with the Staff of the
Commission, setting forth, among other things, Nyer's view that the
Distribution of Vectors Common Stock does not require registration
under the Securities Act of 1933, as amended (the "Securities
Act"). Nyer received an oral response from the Commission Staff to
such request in which the Commission Staff stated that, based upon
the facts set forth, it would not recommend enforcement action to
the Commission if the Vectors Common Stock is distributed to Nyer
shareholders without registration under the Securities Act. The
Staff also agreed with Nyer's counsel's view that the Vectors
Common Stock issued in the Distribution would not constitute
"restricted securities." As a result, such Vectors Common Stock
will be freely transferable, except for shares received by persons
who may be deemed to be affiliates of Vectors after the
Distribution. Mr. Samuel Nyer, the President of Nyer, may be
deemed the beneficial owner of Nyer's Vectors Common Stock, and
therefore, an affiliate of Vectors. Persons who are affiliates of
Vectors will be permitted to sell their shares of Vectors Common
Stock only pursuant to an effective Registration Statement under
the Securities Act or an exemption from the registration
requirements of the Securities Act, such as the exemptions afforded
by Section 4(1) of the Securities Act and Rule 144 thereunder.
Conditions; Termination
Nyer has conditioned the Distribution upon, (i) the
Registration Statement on Form SB-2 having become effective under
the Securities Act and not being subject to further comment by the
Staff of the Commission; (ii) Vectors' application to effect the
listing of the Vectors Common Stock on NASDAQ shall have become
effective; (iii) the transactions contemplated by the Distribution
shall be in compliance with applicable federal and state securities
law; (iv) no legal proceeding affecting or otherwise arising out of
the transactions contemplated by the Distribution or which could
otherwise affect Nyer or Vectors in a materially adverse manner
shall have been commenced or threatened against Nyer, Vectors or
the directors or officers of either Nyer or Vectors; and (v) no
material adverse change shall have occurred with respect to Nyer or
Vectors, the securities markets or general economic or financial
conditions which shall, in the reasonable judgment of Nyer make the
transactions contemplated by the Distribution inadvisable.
Any of the above conditions may be waived in the discretion of
Nyer. Even if all of the above conditions are satisfied, Nyer has
reserved the right to abandon, defer or modify aspects of the
Distribution or the other elements of the Distribution at any time
prior to the Distribution Date; however, Nyer will not waive any of
the conditions to the Distribution or make any changes in the terms
of the Distribution unless Nyer determines that such changes would
not be materially adverse to the Nyer shareholders.
Reasons for Furnishing the Information Statement
This Information Statement is being furnished by Nyer solely
to provide information to Nyer shareholders who will receive the
Vectors Common Stock in the Distribution. It is not, and is not to
be construed as, an inducement or encouragement to buy or sell any
securities of Nyer or Vectors. The information contained in this
Information Statement is believed by Nyer to be accurate as of the
date set forth on its cover. However, in connection with its IPO
and filing of the Form SB-2, Vectors' engaged legal counsel and
certified public accountants separate from those employed by Nyer.
Accordingly, Nyer and its counsel had limited input and no control
in connection with Vectors' IPO and the content and disclosure
contained in the Form SB-2 and Prospectus. Changes concerning the
Distribution, Vectors' IPO and Nyer and Vectors may occur after the
date set forth on the cover of this Information Statement, and
neither Vectors nor Nyer will update the Information Statement
except in the normal course of their respect public disclosure
practices.
RELATIONSHIP BETWEEN VECTORS
AND NYER AFTER THE DISTRIBUTION
After the Distribution there will be no relationships between
Nyer and Vectors other than the fact that Nyer will own 35.7% of
Vectors outstanding Common Stock. See Prospectus, Principal
Shareholders", Certain Transactions" and "Description of
Securities." However, the voting of these shares as to the
election of Vector board members is restricted pursuant to a
written agreement.
DIVIDEND POLICY
See Prospectus, "Dividend Policy."
CAPITALIZATION
See Prospectus, "Capitalization."
FINANCIAL INFORMATION
See Prospectus, "Summary Financial Information."
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
See Prospectus, "Management's Plan of Operation."
BUSINESS
See Prospectus, "Business."
MANAGEMENT
See Prospectus, "Management."
EXECUTIVE COMPENSATION
See Prospectus, "Use of Proceeds" and "Management."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
See Prospectus, "Risk Factors - Control by Management" and
"Principal Shareholders."
DESCRIPTION OF CAPITAL STOCK
See Prospectus, "Description of Securities."
INDEPENDENT ACCOUNTANTS
See Prospectus, "Experts."
ADDITIONAL INFORMATION
Vectors has filed with the Commission a Registration Statement
and amendments thereto on Form SB-2 under the Securities Act with
respect to the Vectors Common Stock being sold in the IPO. This
Information Statement does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules
thereto, to which reference is hereby made. That Registration
Statement does not relate to the Distribution. Statements made in
this Information Statement as to the contents of any contract,
agreement or other document referred to herein are not necessarily
complete. With respect to each contract, agreement or other
document filed as an exhibit to the Registration Statement,
reference is made to such exhibit for a more complete description
of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto filed by Vectors with the
Commission may be inspected at the public reference facilities of
the Commission listed below.
Nyer is and Vectors will be subjected to the reporting
requirements of the Securities Exchange Act of 1934, and in
accordance therewith, Nyer files and Vectors will file periodic
reports, proxy statements and other information relating to its
business, financial and other matters. Such reports, proxy
statements and other information filed by Nyer can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Avenue, N.W., Washington, D.C.,
20549, and at the following regional offices of the Commission: New
York Regional Office, 7 World Trade Center, Suite 1300, New York,
New York, 10048, and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois,
60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission, Washington, D.C., 20549, at
prescribed rates.
FINANCIAL STATEMENTS
See Prospectus, "Index to Financial Statements."
- ------------------------------------
<PAGE>
NYER MEDICAL GROUP, INC.
1292 Hammond Street
Bangor, ME 04401
November __, 1996
To the Shareholders of Nyer Medical Group, Inc.:
The Board of Directors of Nyer Medical Group, Inc. ("Nyer")
has approved the distribution of 512,000 shares of common stock of
its subsidiary, Genetic Vectors, Inc. ("Vectors"), to holders of
Nyer common stock. The enclosed Information Statement and the
Vectors' Prospectus contain information about the distribution and
related transactions and other important financial and other
information about Vectors, its organization, business, management,
its initial public offering and other matters.
The Information Statement is being sent to shareholders of
record of Nyer as of May 31, 1996. If you were a holder of Nyer
common stock of record at the close of business on May 31, 1996,
you are receiving as a dividend one share of Vectors common stock
for each six shares of Nyer common stock you held and cash,
calculated at the rate of $10.00 per Vectors share, in lieu of
fractional shares of Vectors. The enclosed Vectors common stock
certificate contains a 30-day trading restriction.
The Board of Directors believes that the spin-off will enhance
value to Nyer's shareholders. The spin-off will separate two
distinct companies with different missions and different financial,
investment and operating characteristics so that each can pursue
business strategies and objectives appropriate to its specific
business.
We are not asking you for a proxy, and shareholder approval of
the distribution is neither required nor sought.
We are excited about this restructuring and the growth
opportunities it will create for each company and their respective
shareholders.
Sincerely,
NYER MEDICAL GROUP, INC.
By:
Samuel Nyer, President
