<PAGE>
SCHEDULE 14C INFORMATION
------------------------
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. _____)
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
NORTH AMERICAN SCIENTIFIC, INC.
----------------------------------------------------------
(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:
__________________________________________________________________
(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:
__________________________________________________________________
<PAGE>
[ ] 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:
__________________________________________________________________
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<PAGE>
North American Scientific, Inc.
7435 Greenbush Avenue
North Hollywood, CA 91605
May ___, 1998
TO OUR STOCKHOLDERS:
The Board of Directors of North American Scientific, Inc., a Delaware
corporation (the "Company") is soliciting your consent to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
the Company's common stock (the "Common Stock") from ten million (10,000,000)
to forty million (40,000,000). The Board of Directors asks that you return
your written consent by May ____, 1998. These materials are being mailed to
stockholders on or about May , 1998.
The Board of Directors believes that it is in the best interest of the
Company and its stockholders to amend the Certificate of Incorporation to
increase the number of shares of Common Stock authorized for issuance by the
Company. This will provide the Company with the flexibility it needs for
future financings, acquisitions, stock dividends or stock splits, for
issuances under the Company's employee benefit plans and for other general
corporate purposes.
Before the amendment can be effective, the holders of a majority of the
Company's outstanding stock must give their written consent no later than
May , 1998, unless such deadline is extended by the Board of Directors. If
your shares are held in street name, your broker may consent, on your behalf,
to increase the number of shares of Common Stock the Company is authorized to
issue, if you do not direct your broker to refuse consent.
IT IS IMPERATIVE THAT THE COMPANY RECEIVES YOUR CONSENT TO THE ATTACHED
PROPOSAL AS SOON AS POSSIBLE, BUT IN NO EVENT LATER THAN MAY _____, 1998.
The Company will file an amendment to the Certificate of Incorporation with
the Secretary of State of Delaware when the Company receives consents from
the holders of a majority of the Company's outstanding Common Stock. The
Board of Directors has already approved the proposed amendment to the
Certificate of Incorporation. The Company expects to make this filing on or
about June ____, 1998.
The Board of Directors asks you to consent to the amendment. This
Information Statement provides you with detailed information about the
proposed amendment. In addition, you may obtain information about the Company
from documents that the Company has filed with the Securities and Exchange
Commission. The Company encourages you to read this Information Statement
carefully.
L. Michael Cutrer
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING CONSENT CARD
BY MAY _____, 1998.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
3
<PAGE>
NORTH AMERICAN SCIENTIFIC, INC.
INFORMATION STATEMENT
WRITTEN CONSENT SOLICITATION OF STOCKHOLDERS
MAY _____, 1998
This Information Statement and the enclosed consent are being mailed in
connection with the solicitation of written consents by the Board of
Directors of North American Scientific, Inc., a Delaware corporation (the
"Company"). These materials were first mailed to stockholders of record
beginning on approximately April 20, 1998 (the "Record Date").
The mailing address of the principal executive office of the Company is
7435 Greenbush Avenue, North Hollywood, CA 91605. Consents are to be submitted
to the Company at such address by no later than May ____, 1998.
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<PAGE>
VOTING RIGHTS AND SOLICITATION
Any stockholder executing a consent has the power to revoke it at any
time before May ___, 1998 (or, if earlier, the date on which at least the
minimum number of shares have consented in order to approve the proposal) by
delivering written notice of such revocation to the Secretary of the Company.
The cost of soliciting consents will be paid by the Company and may include
reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material. Solicitation will be made primarily
through the use of the mail, but regular employees of the Company may,
without additional remuneration, solicit consents personally by telephone or
telegram. To assist in the solicitation process, the Company has retained
U.S. Stock Transfer Corporation. The fee for such services will be
approximately Four Hundred Fifty Dollars ($450.00), plus reasonable expenses
incurred to distribute solicitation materials.
The Board of Directors has fixed April 20, 1998 as the Record Date
for determining those stockholders who are entitled to give consents. At the
close of business on the Record Date, the Company had 6,424,689 issued and
outstanding shares of Common Stock (the "Common Stock"). All share figures
in this Information Statement reflect the 3-for-2 split of the Company's
Common Stock in the form of a 50% stock dividend distribution on April 30,
1998 to holders of record on April 20, 1998. Each share of Common Stock is
entitled to one vote on this matter.
This matter requires the affirmative vote of a majority of the
outstanding shares. Abstentions (including failures to return consents) and
broker nonvotes have the same effect as a negative vote. Brokers may return
a consent for shares held in street name in favor of the proposal absent
contrary instructions from the beneficial owner of such shares. Under
Delaware law, written consents of stockholders are valid for up to sixty (60)
days, beginning on the date the first consent is executed. For consents to the
proposed resolution to be included in the tabulation, they should be received by
the Company no later than May ____, 1998 unless such deadline is extended by
the Board of Directors.
- --------------------------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS A REQUEST FOR STOCKHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE
REQUESTED TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON
THE CARD ENCLOSED FOR THAT PURPOSE, AND TO RETURN THAT CARD TO US.
5
<PAGE>
PROPOSAL
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK FROM 10,000,000 TO 40,000,000
The Board of Directors has unanimously adopted resolutions declaring it
advisable to amend the Company's Certificate of Incorporation to increase the
total number of shares of Common Stock which the Company shall have authority
to issue from ten million (10,000,000) to forty million (40,000,000) and to
submit the proposal to stockholders.
The authorized number of shares of Common Stock would be increased by
thirty million (30,000,000) as a result of the proposed amendment. The
Company currently has 6,424,689 shares of Common Stock outstanding, 1,216,825
shares reserved for issuance under the Company's Amended and Restated 1996
Stock Option Plan and 171,000 shares reserved for issuance upon exercise of
warrants. Thus, there remains a balance of only 2,187,486 shares of Common
Stock available for all other corporate purposes. If the proposed amendment
is approved, there will be 32,187,486 shares of Common Stock available for
such purposes.
Approval of the proposed amendment will enable the Board of Directors
of the Company, without the necessity of stockholder approval unless
otherwise required under applicable law, regulation or exchange listing
agreement, to issue additional shares of Common Stock when needed for the
raising of capital, acquisitions, stock splits and dividends, stock options
and other corporate purposes. At the present time there are no negotiations
or commitments which would involve the issuance of any shares of Common Stock
except those already reserved for issuance and described above.
The authorization of additional shares of Common Stock will not, by
itself, have any effect on the rights of the holders of Common Stock.
Nonetheless, any issuance of additional shares of Common Stock would, among
other things, have a dilutive effect on earnings per share of Common Stock,
on the voting rights of present stockholders, and on the equity of present
holders of Common Stock. In addition, depending on the circumstances, the
issuance of Common Stock could have the effect of delaying, preventing or
influencing a change in control of the Company and could make more difficult
the removal of the present management. The issuance of additional shares of
Common Stock could, depending on the circumstances, have the effect of
blocking a take-over of the Company and thereby depriving the present
stockholders of a premium price for their shares. The Company's stockholders
do not have pre-emptive rights with respect to the future issuance of
securities by the Company.
APPROVAL REQUIRED
The affirmative vote of a majority of the outstanding shares of Common
Stock is required for approval of the amendment to the Company's Certificate
of Incorporation.
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<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE INCREASE IN THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK TO
FORTY MILLION (40,000,000) SHARES. ABSTENTIONS SHALL HAVE THE EFFECT OF
VOTES AGAINST THIS PROPOSAL. IF YOUR SHARES ARE HELD IN STREET NAME, YOUR
BROKER MAY VOTE FAVORABLY FOR THIS PROPOSAL ON YOUR BEHALF, UNLESS YOU
INSTRUCT YOUR BROKER OTHERWISE.
DISSENTER'S RIGHTS
Delaware law does not provide for dissenters' rights with respect to
the proposal being acted upon.
HOLDINGS OF STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of
April 20, 1998 by (i) each person who is known by the Company to own more
than 5% of the Company's outstanding Common Stock, (ii) each of the Company's
directors, and (iii) all existing directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) CLASS
<S> <C> <C>
Larry Berkin 326,700(5) 5.1%
L. Michael Cutrer 495,000(4) 7.6%
Dr. Allan M. Green 37,500(5) *
Irwin J. Gruverman 444,750(3) 6.8%
Michael C. Lee 156,450(5) 2.4%
Mentor Corporation
5425 Mollister Avenue
Santa Barbara, CA 93111 375,000 5.8%
Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, NY 10006 450,000(6) 7.0%
All existing directors and executive 1,467,900(3)(4)(5) 21.6%
officers as a group (5 persons)
</TABLE>
______________________
*Denotes less than 1%
(1) Except where indicated, the address of each stockholder is c/o the Company,
7435 Greenbush Avenue, North Hollywood, California.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to
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<PAGE>
securities. Percentage beneficially owned is based on a total of
6,424,689 shares of Common Stock outstanding as of April 20, 1998.
Shares of Common Stock subject to options or warrants currently exercisable
or convertible, or exercisable or convertible within 60 days of
April 20, 1998 are deemed outstanding for computing the percentage of
the person holding such options or warrants but are not outstanding for
computing the percentage of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
the persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned.
(3) Includes 28,500 shares held in a fund of which the reporting person is
general partner and 82,500 shares subject to outstanding options which are
immediately exercisable. Excludes 30,000 shares owned by reporting
person's spouse, as to which reporting person disclaims beneficial
ownership.
(4) Includes 120,000 shares subject to outstanding options which are
immediately exercisable. Excludes 3,750 shares owned by the reporting
person's spouse and 12,562 shares subject to vested options owned by the
reporting person's spouse over which the reporting person disclaims
beneficial ownership.
(5) Includes 37,500 shares subject to outstanding options which are deemed
exercisable.
(6) Information taken from Schedule 13D which states that the information is as
of January 21, 1998. Includes 427,050 shares held in investment funds to
which the reporting person provides investment advice. Also includes
22,950 shares in an investment fund which is under common control with the
reporting person.
BY ORDER OF THE BOARD OF DIRECTORS,
L. Michael Cutrer
PRESIDENT AND CHIEF EXECUTIVE OFFICER
May _____, 1998
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<PAGE>
NORTH AMERICAN SCIENTIFIC, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please return the consent promptly to the Company at 7435 Greenbush
Avenue North Hollywood, CA 91605. This consent form must be received by
North American Scientific, Inc. by no later than May ____, 1998 in order for
your vote to count.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
Proposal to amend the Certificate of Incorporation to increase the
authorized shares of Common Stock from ten million (10,000,000) to
forty million (40,000,000).
[ ] Vote FOR [ ] Vote AGAINST [ ] ABSTAIN
(Please sign and date below)
Dated: ___________________________, 1998
______________________________________
Signature of Stockholder(s)
______________________________________
Signature of Stockholder(s)
If signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such,
and, if signing for a corporation,
give your title. When shares are
in the names of more than one
person, each should sign.
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