SCHEDULE 14C (RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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.
NUTRICEUTICALS.COM CORPORATION
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(Name of Registrant as specified in its Charter)
None.
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(Name of person(s) Filing Information 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 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:
- -------------------------------------------------------------------------------
(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 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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<PAGE>
NUTRICEUTICALS.COM CORPORATION
6950 BRYAN DAIRY ROAD
LARGO, FL 33777
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 5, 2000
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TO THE SHAREHOLDERS OF NUTRICEUTICALS.COM CORPORATION:
NOTICE IS HEREBY GIVEN, That a Special Meeting of the Shareholders of
Nutriceuticals.com Corporation (the "Company") will be held at the Company's
corporate offices located at 6950 Bryan Dairy Road, Largo, Florida 33777 at
10:00 a.m., local time, on January 5, 2000, for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to change the name of the Company to
"DrugMax.com, Inc."; and
2. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The foregoing proposal to change the Company's name is more completely
described in the accompanying Information Statement.
Action may be taken on the foregoing proposal at the Special Meeting.
The Board of Directors has fixed December 10, 1999, at the close of business, as
the record date for the determination of the shareholders entitled to receive
notice of and to vote at the Special Meeting or any adjournments or
postponements thereof.
Your vote is important and the Board of Directors would greatly
appreciate your attendance at the Special Meeting. HOWEVER, WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Stephen M. Watters
----------------------
Stephen M. Watters
PRESIDENT
Largo, Florida
December 16, 1999
<PAGE>
NUTRICEUTICALS.COM CORPORATION
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INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 5, 2000
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GENERAL INFORMATION
This Proxy Statement is being furnished by the Board of Directors to
the holders (the "Shareholders") of the common shares, par value $.001 per share
("Common Stock"), of Nutriceuticals.com Corporation., a Nevada corporation (the
"Company"), in connection with the Special Meeting of Shareholders to be held on
January 5, 2000, at 10:00 a.m., local time (the "Special Meeting"), and at
any adjournments or postponements thereof. The Special Meeting will be held at
the Company's corporate offices located at 6950 Bryan Dairy Road, Largo,
Florida 33777.
At the Special Meeting, Shareholders will be asked to consider and vote
on a proposal to amend the Company's Articles of Incorporation to change the
name of the Company to "DrugMax.com, Inc."
RECORD DATE AND VOTING RIGHTS
The Board of Directors has fixed the close of business on December 10,
1999 as the record date (the "Record Date") for the determination of the
Shareholders of record entitled to receive notice of and to vote at the Special
Meeting or any adjournments or postponements thereof. At the close of business
on the Record Date, there were approximately 5,896,707 issued and outstanding
shares of Common Stock of the Company (the only class of securities
outstanding), held by approximately 543 holders of record. The presence of a
majority of the outstanding shares of Common Stock as of the Record Date will
constitute a quorum at the Special Meeting.
This Information Statement is first being sent to Shareholders,
together with the Notice of Special Meeting, on or about December 16, 1999.
PROPOSAL TO AMEND THE COMPANY'S
ARTICLES OF INCORPORATION
CHANGING THE CORPORATE NAME
On December 6, 1999, the Board of Directors adopted a resolution to
propose to the Shareholders that the Company change its corporate name from
Nutriceuticals.com Corporation to "DrugMax.com, Inc." The Board of Directors
believes that the proposed new name more accurately reflects the nature of the
Company's core business. In order to change the Company's name, Shareholders
must approve and adopt articles of amendment to the Company's Articles of
Incorporation. The text of Article One of the Company's Articles of
Incorporation will be amended to read as follows:
<PAGE>
" ARTICLE ONE
The name of the corporation is: DrugMax.com, Inc. (the "Corporation")."
The affirmative vote of a majority of the outstanding shares of Common
Stock is required to adopt the proposal to change the Company's corporate name.
Dynamic Health Products, Inc., Mr. Jugal K. Taneja, a director of the Company,
and Mr. Stephen M. Watters, a director and the Company's President, collectively
own, directly or indirectly, approximately 60% of the outstanding shares of
Common Stock of the Company, and have indicated their intent to vote in favor of
the proposal to change the Company's name. The vote represented by such shares
is sufficient for approval of such proposal, without the affirmative vote of any
other Shareholder.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO CHANGE THE CORPORATE NAME.
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SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of December 10, 1999, by
(i) each person known to own beneficially more than 5% of the Company's Common
Stock, (ii) each Director and Officer of the Company, and (iii) all Directors
and Officers as a group. As of December 10, 1999 there were approximately
5,896,707 common shares issued and outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNER (1) CLASS
------------------- ----------------- ----------
<S> <C> <C>
21st Century Healthcare Fund LLC (2).......................... 300,000 5.1%
6950 Bryan Dairy Road
Largo, Florida 33777
Dynamic Health Products, Inc. (3) ............................ 2,000,000 33.9%
6950 Bryan Dairy Road
Largo, Florida 33777
Stephen M. Watters............................................ 1,000,000 17.0%
Dr. Howard L. Howell.......................................... 0 --
Jeffrey K. Peterson ......................................... 0 --
M. Lisa Shasteen ............................................ 0 --
Jugal K. Taneja (3) (4)....................................... 2,538,815 43.1%
All Directors and Officers
as a group (6 persons).................................... 3,538,815 61.7%
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</TABLE>
2
<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. To our knowledge, the persons named in
this table have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them, subject to community
property laws where applicable and except as indicated in the other
footnotes to this table. The business address of each of the Company's
directors named above is: c/o Nutriceuticals.com Corporation, 6950 Bryan
Dairy Road, Largo, Florida 33777.
(2) 21st Century Healthcare Fund, LLC, is a limited liability company of which
Jugal K. Taneja is the principal.
(3) Jugal K. Taneja is a principal shareholder of Dynamic, with beneficial
ownership of approximately 33% of its outstanding common stock. Members of
Mr. Taneja's immediate family own in the aggregate an additional 20% of the
outstanding shares of Dynamic, and collectively, he and his family exercise
voting control over 53% of Dynamic's common stock.
(4) Includes (i) all of the shares held of record by Dynamic, (ii) all of the
shares held of record by 21st Century Healthcare Fund, LLC, a limited
liability company of which Jugal K. Taneja is the principal; (iii) 8,994
shares held of record by The First Delhi Trust, a trust established for the
benefit of the children of Jugal K. Taneja; (iv) 18,000 shares held of
record by Westminster Trust Company, a partnership in which Jugal K. Taneja
is the general partner; and (v) 210,491 shares held of record by Manju
Taneja, his spouse. Mr. Taneja disclaims voting power with respect to the
shares held of record by his spouse.
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and mailing
the Information Statement in connection with the Special Meeting. Arrangements
may be made with banks, brokerage houses, and other institutions, nominees, and
fiduciaries, to forward the Information Statement to beneficial owners. The
Company will, upon request, reimburse those persons and entities for expenses
incurred in forwarding the Information Statement.
OTHER MATTERS
The management is not aware of any matters not referred to in the
attached Notice of Special Meeting which will be presented for action at the
meeting.
By Order of the Board of Directors,
/s/ Stephen M. Watters
----------------------
Stephen M. Watters
PRESIDENT
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