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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information [ ] Confidential, for Use of the
Statement Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information
Statement
EQUIMED, INC.
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(Name of registrant as specified in its 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:
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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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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
the 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:
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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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EQUIMED, INC.
AMENDMENT OF CERTIFICATE OF INCORPORATION
ONE-FOR-SIX REVERSE COMMON STOCK SPLIT
INFORMATION STATEMENT
This Information Statement is furnished to the holders of
the common stock, par value $.0001 per share (the "Common
Stock"), of EquiMed, Inc., a Delaware corporation (the
"Company"), to inform them as to certain action being taken by
the Company with the written consent of Douglas R. Colkitt, M.D.,
of State College, Pennsylvania (the "Consenting Stockholder").
The Consenting Stockholder is the record holder of at least
17,374,924 shares of the Common Stock, representing 64.8% of
the 26,818,157 shares of Common Stock outstanding as of
July 7, 1997, the record date.
The Board of Directors of the Company has approved a one-
for-six reverse split of Common Stock (the "Reverse Split").
Since certain stockholders may hold numbers of shares not evenly
divided by six, it is anticipated that fractional shares of
Common Stock will result. Under Delaware law, the affirmative
vote of a majority of the outstanding stock entitled to vote
thereon is required to approve the amendment to the Company's
Certificate of Incorporation (the "Amendment") that will effect
the Reverse Split. The Consenting Stockholder gave his written
consent to the Reverse Split on July 7, 1997. Since the
Consenting Stockholder owns more than fifty percent of the
outstanding Common Stock entitled to vote thereon, the Reverse
Split has been approved by the necessary vote of stockholders.
Accordingly, the Company is not seeking written consents from any
of its other stockholders.
WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY
This Information Statement is being mailed on or about July
21, 1997. The Company intends to take all necessary action to
consummate the Reverse Split on or after August 11, 1997 (20 days
from the date of the mailing of this Information Statement) (the
"Effective Date").
RECORD DATE
The close business on July 7, 1997 (the "Record Date") has
been fixed by the Board of Directors as the record date for
determination of stockholders whose shares of Common Stock (or
whose transferees' shares of Common Stock) shall be combined on
the Effective Date at the rate of one-for-six in accordance with,
and subject to, the Reverse Split. On July 7, 1997, the closing
sale price of the Common Stock on the NASDAQ National Market was
$1.8125 per share.
VOTING SECURITIES
The class of stockholders entitled to execute written
consents to authorize the Reverse Split is the owners of Common
Stock of the Company on the Record Date. Each share of Common
Stock entitles its owner to one vote. Common Stock is the only
outstanding class of voting securities authorized by the
Company's Certificate of Incorporation. The Company's
Certificate of Incorporation grant to the Board of Directors the
discretion to issue Preferred Stock in series, with various
rights, preferences and privileges, including voting rights.
None of the Preferred Stock is presently outstanding, and the
Board of Directors has no present plan to issue Preferred Stock.
The Consenting Stockholder, who owns shares of Common Stock
constituting more than fifty percent of the outstanding Common
Stock entitled to vote, gave his written consent to the Reverse
Split on July 7, 1997. Under Delaware law, such consent
authorizes the Reverse Split, subject only to prompt notice of
the corporate action to stockholders who have not consented.
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The following table sets forth, as of the Record Date, the
number of shares and percentage of the outstanding Common Stock
beneficially owned by each person known by the Company who (i)
own more than 5% of the outstanding Common Stock or (ii) are
directors or executive officers of the Company:
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner (1)(2) Number Percent
- ----------------------- ----------- ---------
<S> <C> <C>
Douglas R. Colkitt, M.D. (3) 20,889,880 77.9%
Jerome Derdel, M.D. (4) 1,000 *
Daniel L. Beckett 0 *
All directors and officers
as a group (3 persons) (5) 20,890,880 77.9%
</TABLE>
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* Less than 1%.
(1) The addresses of all such owners is in care of the Company
At 2171 Sandy Drive, State College, PA 16803.
(2) A person is deemed to be the beneficial owner of securities
that can be acquired by such person within 60 days upon the
exercise of options or warrants. Each beneficial owner's
number of shares is determined by assuming that options or
warrants that are held by such person (but not those held
by any other person) and that are exercisable within 60
days have been exercised. The total outstanding shares
used to calculate each beneficial owner's percentage
includes such options and warrants. Unless otherwise
noted, the Company believes that all persons named in the
table have sole voting and investment power with respect
to all shares of Common Stock beneficially owned by them.
(3) Includes exercisable options to purchase 500,000 shares of
Common Stock at an exercise price of $50 per share. Does
not include 1,247,517 shares owned by Dr. Colkitt's spouse,
of which Dr. Colkitt disclaims beneficial ownership.
(4) Includes exercercisable options to purchase 1,000 shares of
Common Stock at an exercise price of $8.63 per share.
(5) Includes exercisable options to purchase 501,000 shares of
Common Stock.
EFFECT OF THE REVERSE SPLIT
The effect of the Reverse Split is that each share of Common
Stock held by each stockholder on the Record Date (or by any
transferee thereof) is reclassified and changed into one-sixth of
one share of Common Stock. Each stockholder's percentage
ownership interest in the Company and proportional voting power
will remain unchanged.
Each share of Common Stock will continue to entitle its
owner to one vote, and its par value will remain at $.0001 per
share. Consummation of the Reverse Split will not alter the
number of authorized shares of the Company's capital stock, which
will remain at 100,000,000 shares. From and after the Effective
Date, the amount of capital represented by the shares of Common
Stock into which and for which the shares of Common Stock are
reclassified pursuant to the Reverse Split shall be the same as
the amount of capital represented by the shares of Common Stock
so reclassified.
The Common Stock issued pursuant to the Reverse Split will
be fully paid and nonassessable. The Reverse Split will not
materially affect any stockholder's proportionate equity interest
in the Company or the relative rights, preferences, privileges or
priorities of any stockholder. In addition, pursuant to the
terms of the Company's stock option and rights plans, the number
of shares issuable upon exercise of outstanding options and
rights, and the exercise price per share, will be proportionately
adjusted.
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The following table illustrates the principal effects of the
Reverse Split on the Company's Common Stock based on the Common
Stock authorized, issued and outstanding as of July 7, 1997:
<TABLE>
<CAPTION>
Prior to the After the
Number of Shares Reverse Split Reverse Split
- ---------------- -------------- ---------------
<S> <C> <C>
Authorized 100,000,000 100,000,000
Issued and outstanding 26,818,157 4,469,692-5/6
Available for issuance 73,181,843 95,530,307-1/6
</TABLE>
The Common Stock is currently registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and, as a result, the Company is subject to the periodic
reporting and other requirements of the 1934 Act. The Reverse
Split will not affect the registration of the Common Stock under
the 1934 Act.
Pursuant to Delaware law, the Company's stockholders are not
entitled to dissenters' rights of appraisal with respect to the
Amendment to effect the Reverse Split.
REASONS FOR THE REVERSE SPLIT
The Board believes Reverse Split is desirable for several
reasons. The Reverse Split should enhance the acceptability of
the Common Stock by the financial community and investing public.
The reduction in the number of issued and outstanding shares of
Common Stock caused by the Reverse Split is expected to increase
the per share market price of the Common Stock. The Board also
believes that the Reverse Split will result in a broader market
for the Common Stock than that which currently exists. A variety
of brokerage house policies and practices tend to discourage
individual brokers within those firms from dealing with lower
priced stocks. Some of these policies and practices pertain to
the payment of broker's commissions and to time-consuming
procedures that function to make the handling of lower priced
stocks economically unattractive to brokers. In addition, the
structure of trading commissions also tends to have an adverse
impact upon holders of lower priced stocks because the brokerage
commission on a sale of lower priced stocks generally represents
a higher percentage of the sales price than the commission on a
relatively higher priced issue. The Reverse Split should result
in a price level for the Common Stock that will reduce, to some
extent, the effect of the above-referenced policies and
procedures of brokerage firms and diminish the adverse impact of
trading commissions on the market for the Common Stock. The
expected increased price level may also encourage interest and
trading in the Common Stock and possibly promote greater
liquidity for the Company's stockholders, although such liquidity
could be adversely affected by the reduced number of shares of
Common Stock outstanding after the Effective Date.
However, there can be no assurance that any or all of these
effects will occur; including, without limitation, that the per
share market price of the Common Stock after the Effective Date
will be six times the market price per share of the Common Stock
before the Reverse Split, or that such price will either exceed
or remain in excess of the current market price. Further, there
is no assurance that the market for the Common Stock will be
improved. Stockholders should note that the Board cannot predict
what effect the Reverse Split will have on the market price of
the Common Stock.
IMPLEMENTATION OF THE REVERSE SPLIT
The Reverse Split will be formally implemented by filing an
amendment to the Certificate of Incorporation of the Company,
with the Secretary of State of the State of Delaware (the
"Amendment"). The Amendment will add the following paragraph as
a new third paragraph of Article FOURTH of the Company's
Certificate of Incorporation:
"Each share of Common Stock issued and outstanding as
of the close of business on July 7, 1997 (the "Record Date")
shall automatically and without any action on the part of
the holder thereof be reclassified as, and changed into,
one-sixth (1/6) of a share of Common Stock. Such
reclassification and change shall not change the par value
per share of the Common Stock, which par value shall remain
$.0001 per share, nor the number of authorized shares of
Common Stock, which shall remain 100,000,000 shares. Each
fractional share interest resulting from the
reclassification hereunder will entitle the holder thereof
to vote and to have the rights of a stockholder
proportionate to such fractional share interest."
CERTIFICATES AND FRACTIONAL SHARES
The Reverse Split will occur on the Effective Date without
any action on the part of stockholders of the Company and without
regard to the date or dates certificates issued prior the
Effective Date are physically surrendered for certificates
representing the number of shares of Common Stock such
stockholders are entitled to receive as a consequence of the
Reverse Split. The certificates outstanding on the Effective
Date will be deemed to represent, after the Effective Date, one-
sixth of the face amount of shares stated on such certificates,
as a result of the Reverse Split.
New certificates of Common Stock will be issued in due
course as old certificates are tendered to StockTrans, Inc., 7
East Lancaster Avenue, Ardmore, Pennsylvania 19003 (the "Exchange
Agent"). Each holder of a certificate which immediately prior to
the Effective Date represented outstanding shares of Common Stock
(the "Old Certificate") shall be entitled to receive, upon
surrender of such Old Certificate to the Exchange Agent for
cancellation, a certificate (the "New Certificate") representing
the number of shares of Common Stock formerly represented by such
Old Certificate so surrendered and reclassified pursuant to the
Reverse Split, including any fractional shares. If more than one
Old Certificate shall be surrendered at one time for the account
of the same stockholder, the number of shares of Common Stock for
which a New Certificate shall be issued shall be computed on the
basis of the aggregate number of shares represented by the Old
Certificates so surrendered. From and after the Effective Date,
any Old Certificate shall represent only the right to receive a
New Certificate pursuant to the provisions hereof. No New
Certificate will be issued to a stockholder until such
stockholder has surrendered the Old Certificate.
No service charges will be payable by holders of shares of
Common Stock in connection with the exchange of certificates, all
expenses of which will be borne by the Company. However, if a
transfer of ownership is requested in connection with the
exchange of certificates, a fee may be charged.
FEDERAL INCOME TAX CONSEQUENCES
The receipt of Common Stock in the Reverse Split should not
result in any taxable gain or loss to stockholders for federal
income tax purposes. The tax basis of Common Stock received as a
result of the Reverse 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 will be included in the
holding period of the Common Stock received as a result of the
Reverse Split, including any fractional share interests to which
a stockholder is entitled.
THE FEDERAL INCOME TAX DISCUSSION WITH RESPECT TO THE
REVERSE SPLIT SET FORTH ABOVE IS INCLUDED HEREIN FOR GENERAL
INFORMATION ONLY. ALL STOCKHOLDERS ARE ADVISED TO CONSULT THEIR
OWN TAX ADVISORS AS TO ANY FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES APPLICABLE TO THEM WHICH COULD RESULT FROM THE
REVERSE SPLIT.
EFFECTIVENESS
In accordance with Delaware law and notwithstanding approval
of the amendment by Consenting Stockholder, at any times prior to
the filing of the Amendment, the Board of Directors may, in its
sole discretion, abandon the proposed amendment without any
further action by stockholders.
