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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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
NATIONAL MEDICAL FINANCIAL SERVICES CORPORATION
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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 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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NATIONAL MEDICAL FINANCIAL SERVICES CORPORATION
1315 Greg Street, Suite 103
Sparks, Nevada 89431
INFORMATION STATEMENT
This Information Statement is furnished to the holders of the common stock,
par value $.01 per share (the "Common Stock"), of National Medical Financial
Services Corporation, a Nevada corporation (the "Company"), to seek consent from
them as to certain action to be taken by the Company.
The Board of Directors of the Company has approved a one-for-ten reverse
split of Common Stock (the "Reverse Split") and is seeking the consent of
the holders of Common Stock to approve the Reverse Split. Since certain
stockholders may hold numbers of shares not evenly divided by ten, it is
anticipated that fractional shares of Common Stock will result.
Following the Reverse Split, rather than issue fractional shares or pay
cash to such persons otherwise entitled to receive fractional shares, the
Company will round up to the nearest whole share of Common Stock held by
each stockholder. Under Nevada law, the affirmative vote of a majority
of the voting power is required to approve the amendment to the Company's
Certificate of Incorporation (the "Amendment") that will be filed in
connection with the Reverse Split. The Company is seeking written
consents from all of its stockholders.
WE ARE ASKING YOU FOR A CONSENT OR PROXY AND
YOU ARE REQUESTED TO SEND US A CONSENT OR PROXY
This Information Statement is being mailed on or about January 13, 1998.
The Company intends to take all necessary action to consummate the Reverse Split
on or after February 10, 1998 (the "Effective Date").
On January 6, 1998, the closing price of the Company's Common Stock on the
Nasdaq National Market was $0.22.
VOTING SECURITIES
The close of business on December 31, 1997, has been fixed by the Board
of Directors as the record date (the "Record Date") for determination of
stockholders entitled to execute written consents to authorize the
Reverse Split. The securities entitled to consent to the Reverse Split
consist of shares of Common Stock. Each share of Common Stock entitles
its owner to one vote. Common Stock is the only outstanding class of the
Company's voting securities. The Company's Certificate of Incorporation
grants to the Board of
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Directors the discretion to issue preferred stock in series, with various
rights, preferences and privileges, including, among others, voting rights.
No shares of preferred stock are presently outstanding.
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) owns more than 5% of the outstanding Common Stock
or (ii) is a director or executive officer of the Company:
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner (1)(2) Number Percent
- ----------------------- ------ -------
<S> <C> <C>
Douglas R. Colkitt, M.D. (3) 9,656,289 48.2%
Eric Robinson (4) 100,000 *
Robert W. Horner, Jr. (5) 46,017 *
Jude J. Spak (6) 244,000 1.6%
Richard L. Flickinger (6) 200,000 1.3%
Robert M. Colkitt (6) 200,000 1.3%
Alan H.L. Carr-Locke (7) 3,639,891 20.8%
All directors and officers
as a group (6 persons) (8) 10,446,308 50.3%
</TABLE>
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* Less than 1.0%.
(1) Except as otherwise set forth, the address of all such beneficial owners is
in care of the Company at 1315 Greg Street, Suite 103, Sparks, Nevada
89431.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing beneficial ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(3) Includes 400,000 shares held in escrow. Includes currently exercisable
options to purchase 150,000 shares of Common Stock at an exercise
price of $2.72 per share. Includes currently exercisable Chairman's
Warrants to purchase 4,500,000 shares of Common Stock, including
1,500,000 shares of Common Stock at an exercise price of $7.50
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per share expiring August 2, 1998, 1,500,000 shares of Common Stock
at an exercise price of $10.00 per share expiring on August 2, 2000 and
1,500,000 shares of Common Stock at an exercise price of $12.50 per share
expiring on August 2, 2002.
(4) Includes currently exercisable options to purchase 100,000 shares of
Common Stock at an exercise price of $.64 per share.
(5) Includes currently exercisable options to purchase 40,000 shares of Common
Stock at $2.72 per share.
(6) Includes currently exercisable options to purchase 200,000 shares of Common
Stock at $2.72 per share.
(7) Based upon the latest information available to the Company. Includes
currently exercisable options to purchase 46,376 shares of
Common Stock at an exercise price of $4.74 per share and options to
purchase 53,624 shares of Common Stock at an exercise price of $4.31 per
share. Includes currently exercisable options to purchase 1,041,666 shares
of Common Stock at an exercise price of $2.25 per share. Includes
currently exercisable Chairman's Warrants to purchase 1,500,000 shares of
Common Stock, including 500,000 shares of Common Stock at an exercise price
of $7.50 per share expiring August 2, 1998, 500,000 shares of Common Stock
at an exercise price of $10.00 per share expiring on August 2, 2000 and
500,000 shares of Common Stock at an exercise price of $12.50 per share
expiring on August 2, 2002.
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-tenth of one share of Common Stock (rounded
up to the nearest whole share). 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 $.01 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 40,000,000 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
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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 plans, the number of shares issuable upon exercise of outstanding
options, and the exercise price per share, will be proportionately adjusted.
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 December 31, 1997:
<TABLE>
<CAPTION>
Prior to the After the
Number of Shares Reverse Split Reverse
Split
- ---------------- -------------- --------------
<S> <C> <C>
Authorized 40,000,000 40,000,000
Issued and outstanding 15,399,316 1,539,931*
Available for issuance 24,600,684 38,460,068*
</TABLE>
* May vary based on rounding.
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.
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 the 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, although there can
be no assurance to that effect. 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
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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 may 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 ten 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 Nevada (the "Amendment"). The Amendment will add the following
paragraph as a new 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 December 31, 1997 (the "Record Date") shall
automatically and without any action on the part of the holder
thereof be reclassified as, and changed into, one-tenth (1/10) of a
share of Common Stock (rounded up to the nearest whole share). Such
reclassification and change shall not change the par value per share
of the Common Stock, which par value shall remain $.01 per share,
nor the number of authorized shares of Common Stock, which shall
remain 40,000,000 shares."
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CERTIFICATES AND FRACTIONAL SHARES
If the requisite consents are received, the Reverse Split will occur on the
Effective Date without any further action on the part of stockholders of the
Company and without regard to the date or dates that 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-tenth of the
face amount of shares stated on such certificates (rounded up to the nearest
whole share), as a result of the Reverse Split.
New certificates of Common Stock will be issued in due course as old
certificates are tendered to American Stock Transfer and Trust Company, 40
Wall Street, New York, New York 10005 (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. No fractional
shares of Common Stock will be issued and, in lieu thereof, stockholders
holding a number of shares of Common Stock not evenly divisible by ten, and
stockholders holding less than ten shares of Common Stock prior to the
Effective Date, upon surrender of their old certificates, will receive one
additional share of Common Stock in lieu of fractional shares of Common
Stock. If more than one Old Certificate is 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.
NUMBER OF HOLDERS
The Company's stockholder list indicates that a portion of the outstanding
Common Stock is registered in the names of clearing agencies and broker
nominees. It is, therefore, not possible to
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predict with certainty the number of fractional shares and the total number
of additional whole shares of Common Stock that the Company will be required
to issue for fractional share interests. However, it is not anticipated that
the number of new shares of Common Stock to effect the cancellation of
fractional shares will exceed 1,500 shares of Common Stock.
As of December 31, 1997, there were approximately 125 record holders and
1,000 beneficial owners of the Common Stock. The Company does not presently
intend to seek, either before or after the Reverse Split, any change in the
Company's status as a reporting company for federal securities law purposes.
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 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.
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 Nevada law, at any time 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.
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FORM OF CONSENT
The undersigned, being the owner of the shares of National Medical Financial
Services Corporation, as set forth herein, hereby:
Consents _____
Does not consent _____
to the approval of the one-for-ten reverse stock split of the common stock of
National Medical Financial Services Corporation, as more specifically
described in the Information Statement dated January 13, 1998.
Signed
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Dated
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