<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
NU-WAVE HEALTH PRODUCTS, INC.
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(Name of Registrant As Specified In Its Charter)
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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):
- --------------------------------------------------------------------------------
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> 2
INFORMATION STATEMENT
WITH REGARD TO WRITTEN CONSENT OF SHAREHOLDERS
NU-WAVE HEALTH PRODUCTS, INC.
5905-A HAMPTON OAKS PARKWAY
TAMPA, FL 33610
This statement is furnished in connection with an Amendment to the
Articles of Incorporation of Nu-Wave Health Products, Inc. (the "Company")
adopted by the Written Consent of the record holders of more than a majority of
the issued and outstanding shares of Common Stock of the Company.
The date of this Information Statement is July 21, 1998. This
Information Statement is first being mailed to shareholders on or about July 21,
1998.
GENERAL
Management of the Company has determined that it is advisable for the
Company to amend its Articles of Incorporation (the "Amendment") to (i) change
the name of the Company to Dynamic Health Products, Inc., (ii) amend its
capitalization provisions to increase its authorized capital stock and change
the wording of the provisions regarding the establishment of the terms of any
preferred stock issued by the Company, and (iii) implement a one-for-three
reverse stock split (the "Reverse Split") of its shares of Common Stock.
The beneficial owners of 2,278,553 shares of Common Stock, or
approximately 59.6% of the issued and outstanding Common Stock of the Company
have approved the amendment by written consent. The written consent is not
effective until twenty calendar days after this Information Statement is mailed
to the remaining shareholders who are not signatories to the written consent.
The consent of the holders of a majority of the total outstanding voting shares
was necessary to approve the amendment. A copy of the executed form of written
consent in lieu of a meeting is attached as Attachment "A."
THIS INFORMATION STATEMENT IS PROVIDED TO YOU TO COMPLY WITH THE REGULATIONS
OF THE SECURITIES AND EXCHANGE COMMISSION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
_______________
<PAGE> 3
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The only outstanding class of voting securities of the Company is
common stock, $.01 par value (the "Common Stock"). Each share of Common Stock
is entitled to one vote on all matters upon which the shareholders are entitled
to vote.
Holders of record of the Common Stock at the close of business on July
2, 1998, were entitled to vote by written consent on the Amendment as described
under "Matters Acted Upon," below. At the close of business on July 2, 1998,
3,823,547 shares of Common Stock were issued, outstanding, and entitled to vote.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, as of June 1, 1998
with respect to the beneficial ownership of the outstanding Common Stock by (i)
any holder of more than five (5%) percent; (ii) each of the Company's officers
and directors; and (iii) the directors and officers of the Company as a group.
An asterisk indicates beneficial ownership of less than 1% of the outstanding
Common Stock. Except as otherwise indicated, each of the shareholders listed
below has sole voting and investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Manju Taneja 1,964,553 (1) 51%
c/o Nu-Wave Health Products, Inc.
5905-A Hampton Oaks Parkway
Tampa, FL 33610
Jugal K. Taneja 484,229 (2) 13%
c/o Nu-Wave Health Products, Inc.
5905-A Hampton Oaks Parkway
Tampa, FL 33610
Kotha S. Sekharam 255,000 7%
c/o Nu-Wave Health Products, Inc.
5905-A Hampton Oaks Parkway
Tampa, FL 33610
Cani I. Shuman -0- *
c/o Nu-Wave Health Products, Inc.
5905-A Hampton Oaks Parkway
Tampa, FL 33610
Paul Santostasi -0- (3) *
c/o Energy Factors, Inc.
6950 Bryan Dairy Road
Largo, FL 33777
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
Mihir K. Taneja 5,000 (4) *
c/o Nu-Wave Health Products, Inc.
5905-A Hampton Oaks Parkway
Tampa, FL 33610
Martin A. Traber 30,000 *
Foley & Lardner
100 North Tampa Street
Tampa, FL 33602
All officers and directors as a group (6 774,229 (5) *
persons)
</TABLE>
- --------------------------
*Less than one percent.
(1) Excludes beneficial ownership of (i) 59,000 shares of Common Stock owned
by Jugal K. Taneja, (ii) 210,229 shares of Common Stock owned by Carnegie
Capital, (iii) 210,000 shares of Common Stock owned by First Delhi Trust,
(iv) 5,000 shares of Common Stock owned by Mandeep Taneja, as to which
Mrs. Taneja exercises no voting or disposition rights.
On June 26, 1998, the Company acquired all of the issued and outstanding
shares of common stock of Becan Distributors, Inc., an Ohio corporation
("Becan"). Pursuant to that transaction, the shareholders of Becan
exchanged all of their shares of Becan common stock for an agreement by
the Company to issue to them shares of Company Common Stock after the
Company implements the Reverse Split. At that time, the Becan
shareholders collectively will be issued a total of 1,500,000 shares of
Company Stock. Manju Taneja was the owner of 145 shares, or approximately
22.6% of the issued and outstanding common stock of Becan and, when issued
by the Company after the Reverse Split, will be entitled to receive
338,334 shares of Company Common Stock. Because the Reverse Split has not
occurred, such shares are not included in the table above, but such shares
would be equivalent to approximately 1,015,002 shares of Company Common
Stock, before the Reverse Split.
Mandeep Taneja was the owner of 145 shares of Becan common stock and, when
issued by the Company, will be entitled to receive 338,333 shares of
Common Stock (equivalent to approximately 1,015,002 shares of Company
Common Stock before the Reverse Split). Manju Taneja exercises no voting
or disposition rights over such shares and they are therefore excluded
from the above table.
(2) Includes beneficial ownership of (i) 210,229 shares of Common Stock owned
by Carnegie Capital, (ii) 210,000 shares of Common Stock owned by First
Delhi Trust, (iii) 5,000 shares of Common Stock owned by Mandeep
Taneja. Excludes 1,964,553 shares beneficially owned by his wife, Manju
Taneja, as to which Mr. Taneja exercises no voting or disposition rights.
Manju Taneja was the owner of 145 shares of Becan common stock and, when
issued by the Company, will be entitled to receive 338,333 shares of
Common Stock (equivalent to approximately 1,015,002 shares of Company
Common Stock before the Reverse Split). Jugal K. Taneja exercises no
voting or disposition rights over such shares and they are therefore
excluded from the above table.
(3) Mr. Santostasi is a controlling shareholder of U.S. Diversified
Technologies, Inc., a Florida corporation ("U.S.") which was the sole
shareholder of Dynamic Health Products, Inc. (formerly known as Energy
Factors, Inc.), a Florida corporation acquired by the Company on June 12,
1998. After the filing of the Amendment and the Reverse Split, the
Company will issue to U.S. 400,000 shares of Series A Convertible
Preferred Stock ("Preferred Stock"), each of which will be convertible
into one share of Common Stock of the Company. Such shares of Preferred
Stock have not
<PAGE> 5
been issued and there is no outside date within which they must be issued.
Consequently they are not included in the table above. Mr. Santostasi
also holds an option to purchase 600,000 shares of Company Common stock
which is not exercisable within the next 60 days.
(4) Mihir K. Taneja was the owner of 145 shares, or approximately 22.6% of the
issued and outstanding Becan common stock and is entitled to receive
338,333 shares of Company Common Stock after the Reverse Split. Such
shares are not included in the table above, but would be equivalent to
approximately 1,015,000 shares of Company Common Stock before the Reverse
Split.
(5) Includes shares beneficially owned by Jugal K. Taneja, Kotha S. Sekharam,
Cani I. Shuman, Paul Santostasi, Mihir K. Taneja, and Martin A. Traber.
Does not include (i) any of the 676,667 shares of Company Stock to be
issued after the Reverse Split (equivalent to approximately 2,030,001
shares of Company Common Stock pre-Reverse Split) to Manju Taneja and
Mihir K. Taneja in connection with the Becan acquisition described above,
(ii) the shares of Preferred Stock to be issued as described in footnote
(3), above.
MATTERS ACTED UPON
All of the matters embodied in the Amendment, a copy of which is
attached hereto as Exhibit "A," have been approved by the written consent of
the holders of approximately 59.6% of the Company's issued and outstanding
shares of common stock. The Amendment will be filed with the Florida Secretary
of State on the first business day following the twentieth day after this
Information Statement is mailed to the shareholders or as soon thereafter as is
practical. At that time, all amendments included therein will be effective and
the Reverse Split will be implemented with a record date to be established by
the Board of Directors.
The Company is required, pursuant to Section 607.0704 of the Florida
Business Corporation Act to give notice to those shareholders who have not
consented in writing to the matters described herein. That notice is attached
hereto as Attachment "B."
APPROVAL OF NAME CHANGE
Item 2 of the Amendment includes a change in the name of the Company
from Nu-Wave Health Products, Inc. to Dynamic Health Products, Inc. The reason
for this change is that another company engaged in a similar business in
Florida uses the Nu-Wave name and therefore it is in the best interests of the
Company to change its name.
APPROVAL OF CAPITALIZATION CHANGES
The capitalization changes are embodied in Item 3 of the Amendment.
They include an increase in the Company's authorized capital from 9,000,000
shares of common stock to 20,000,000 shares of common stock, $.01 par value and
from 1,000,000 shares of preferred stock to 2,000,000 shares of preferred stock,
$.01 par value. The increase in the authorized number of shares of common
stock and preferred stock is intended to provide the Company with the
flexibility for funding its capital needs and corporate growth, including, but
not limited to, a possible public offering of securities of the Company, for
potential acquisitions, and for future
<PAGE> 6
stock dividends and stock splits, as well as to allow for the possible exercise
of options to purchase shares of Company capital stock.
Pursuant to the Company's acquisition on June 12, 1998 of Energy
Factors, Inc., a Florida corporation ("Energy Factors"), the Company has granted
an option (the "Santostasi Option") to Paul Santostasi to purchase 600,000
pre-Reverse Split shares of Company Common Stock and has agreed that after the
Amendment has been filed with the Florida Secretary of State and after the
Reverse Split has been implemented, it will issue 400,000 shares of Class A
Convertible Preferred Stock (convertible into 400,000 shares of Company Common
Stock) to the former shareholder of Energy Factors as consideration for the sale
of Energy Factors to the Company. In addition, the Company intends to conduct a
private placement offering of up to 800,000 shares of Series B 6% Convertible
Preferred Stock (convertible into up to 800,000 shares of Common Stock) during
1998. Upon completion of the private placement offering, the Company intends to
position itself for a public offering of its Common Stock. The number of shares
to be offered in any such public offering has not been determined and there is
no assurance that a private placement offering or a public offering can or will
be completed.
Pursuant to its acquisition on June 26, 1998 of all of the issued and
outstanding shares of capital stock of Becan, the Company has agreed to issue to
the Becan shareholders a total of 1,500,000 post-Reverse Split shares of
Company Common Stock. Other than as discussed herein, the Company has no present
plans, agreements, arrangements or understandings regarding the issuance of any
shares of Common Stock.
The Amendment also clarifies and conforms to the requirements of the
Florida Business Corporation Act the procedure for the designation by the Board
of Directors of the terms of preferred stock which may be issued by the
Company.
REVERSE STOCK SPLIT
As indicated above, upon the expiration of twenty calendar days after
this Information statement is mailed to shareholders, the Company will file the
Amendment with the Florida Secretary of State and the Company will effect the
Reverse Split as of a record date to be determined by the Board of Directors.
Pursuant to the Reverse Split, each three outstanding shares of Common Stock,
par value $.01 per share (the "Old Common Stock"), as well as any shares
issuable upon exercise of outstanding options, will become equivalent to and be
exchanged for one share of Common Stock, $.01 par value per share (the "New
Common Stock").
New certificates representing shares of New Common Stock will be
issued in place of and upon surrender of the current certificates representing
outstanding shares of Old Common Stock, on the basis of one share of New Common
Stock for every three outstanding shares of Old Common Stock. Upon
effectiveness of the Reverse Split, shareholders will be advised of the
procedures for the surrender and replacement of their existing stock
certificates. In connection with the Reverse Split, fractional shares of New
Common Stock will not be issued but any
<PAGE> 7
shareholder entitled to a fractional share will be paid in money the fair value
thereof as required under Section 607.0604(5) of the Florida Business
Corporation Act.
As of the date hereof, the Company had outstanding an aggregate of
3,823,547 shares of Common Stock outstanding and the Santostasi Option to
purchase 600,000 shares of Common Stock. In conjunction with its acquisition of
Energy Factors, the Company has agreed to issue 400,000 shares of Series A
Convertible Preferred Stock (convertible into 400,000 shares of New Common
Stock) after the Amendment is filed and the Reverse Split is effected and in
conjunction with its acquisition of Becan, the Company has agreed to issue
1,500,000 shares of New Common Stock after the Amendment is filed and the
Reverse Split is effected. Therefore, after the Reverse Split is effected, and
all of the shares described above have been issued, the Company will have
approximately 2,774,516 shares of New Common Stock outstanding (subject to
adjustment for fractional shares); 400,000 shares of New Common Stock subject to
issuance upon the conversion of the Series A Convertible Preferred Stock;
200,000 shares of New Common Stock underlying the Santostasi Option, and up to
800,000 shares of New Common Stock subject to issuance upon the conversion of
the Series B 6% Convertible Preferred Stock.
The Board of Directors believes that this reduction in the number of
outstanding shares of the Common Stock to be caused by the Reverse Split will
afford a better opportunity for the market price, if and when an active market
for shares of Common Stock develops, to increase in the event of future
earnings, although no assurances can be given that such will be the case.
EFFECTS OF AMENDMENT AND REVERSE STOCK SPLIT
The combined effect of the approval of the Amendment and the
effectiveness of the Reverse Split will be to substantially reduce the
percentage of authorized shares that are issued and outstanding (as well as
reducing the number of shares reserved for issuance upon exercise of the
Santostasi Option) while dramatically increasing the percentage of authorized
shares that will be unissued and available for issuance. Set forth below is a
table disclosing the number of shares and the percentages of authorized shares
of Old Common Stock issued, reserved for issuance upon exercise of the
Santostasi Option, upon conversion of the Series A Convertible Preferred Stock,
and upon issuance of the shares of Common Stock pursuant to the Becan
acquisition, and unissued as of the date hereof and the numbers and percentages
of authorized shares of New Common Stock that will be issued, reserved for
issuance and unissued upon the effectiveness of the Amendment and the Reverse
Split.
<TABLE>
<CAPTION>
AT EFFECTIVENESS OF
AT JULY 2, 1998 AMENDMENT AND REVERSE SPLIT
------------------------------ ------------------------------
NUMBER PERCENTAGE NUMBER PERCENTAGE
------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Issued . . . . . . 3,823,547 42.48% 2,774,516(1) 13.87%
Reserved . . . . . 600,000(2) 6.67% 600,000(3) 3.00%
Unissued and
not Reserved . . 4,576,543 50.85% 16,625,484 83.13%
</TABLE>
<PAGE> 8
- --------------
(1) After giving effect to the issuance of 1,500,000 shares of New Common Stock
pursuant to the acquisition by the Company of Becan.
(2) Includes only the shares of Old Common Stock underlying the Santostasi
Option. Does not include the number of shares of Old Common stock
equivalent to 400,000 shares of New Common Stock into which the Class
A Convertible Preferred Stock, when issued, is convertible, and the number
of shares of Old Common Stock equivalent to 1,500,000 shares of New Common
Stock to be issued to the former shareholders of Becan pursuant to its
acquisition by the Company.
(3) After giving effect to the issuance by the Company of 400,000 shares of
Series A Convertible Preferred Stock (convertible into 400,000 shares of
New Common Stock). Also includes 200,000 shares of New Common Stock
underlying the Santostasi Option.
After filing of the Amendment, in addition to issuing 1,500,000 shares
of New Common Stock pursuant to the acquisition by the Company of Becan, and the
issuance of 400,000 shares of Series A Convertible Preferred Stock (convertible
into 400,000 shares of New Common Stock), additional authorized shares may be
issued on such terms and at such times as the Board of Directors may determine
without further action by the shareholders, unless otherwise required by
applicable laws or regulations. As shareholders of the Company do not have
preemptive rights with respect to authorized shares of Common Stock, the
issuance of additional shares of New Common Stock following the filing of the
Amendment and the effectiveness of the Reverse Split, including the issuance of
shares of New Common Stock to the Becan shareholders as described above
(including Manju Taneja, the beneficial owner of more than a majority of the
shares of the Old Common Stock, and Messrs. Jugal K. Taneja (a director of the
Company) and Mihir K. Taneja, the son of Manju Taneja and Jugal K. Taneja,
except in certain cases such as a stock dividend or a stock split, would affect
the voting rights of the present shareholders of the Company in that there would
be an increase in the number of outstanding shares entitled to vote on corporate
matters, including the election of directors. Such an increase in voting shares
would dilute the voting power of the present shareholders.
With the exception of the reduction in outstanding shares caused by
the Reverse Split, the Old Common Stock and the New Common Stock are identical.
As was the case with the Old Common Stock, holders of the New Common Stock will
be entitled to dividends when and as declared by the Board of Directors from
funds legally available therefor, and, upon liquidation will be entitled to
share pro rata in any distribution to shareholders. Holders of the New Common
Stock (as was the case with holders of the Old Common Stock) will have one
non-cumulative vote for each share held so that holders of more than 50% of the
New Common Stock will be able to elect all the directors and the remaining
stockholders will be unable to elect any directors. There are no preemptive,
conversion or redemption privileges, nor sinking fund provisions with respect to
either the New Common Stock or the Old Common Stock. All of the
<PAGE> 9
outstanding shares of the Old Common Stock are (and all of the shares of stock
issued upon the Reverse Split will be) validly issued, fully paid and
non-assessable.
The Reverse Split will not effect any change in the rights of minority
stockholders concerning a change in control or takeover of the Company.
The receipt of shares of New Common Stock upon surrender of Old Common Stock in
connection with the Reverse Split will not constitute taxable income to
shareholders under federal income tax laws.
The increase in shares authorized for issuance resulting from the
Amendment and Reverse Split will also make a larger number of additional shares
available for issuance upon exercise of additional options which may be granted
to management and members of the Board of Directors as well as sales of shares
of New Common Stock to management, members of the Board or persons and entities
friendly to or affiliated with management or the Board. Although, except as
described above with respect to the Energy Factors acquisition and the Becan
acquisition, there are no present plans to grant such additional options or
make any such sales of shares, no assurance can be given that they will not
occur in the future. Any such exercises or sales to management, the directors
or persons friendly or affiliated to management or the directors would further
entrench and protect the continuity of the present management and Board of
Directors. Any issuances of additional shares of Common Stock could result in
a dilution of the net income (if any) per share of Common Stock and have,
depending on the consideration therefor, a dilutive effect on the net tangible
book value per share of the Common Stock.
Although it is not the intent of the Board of Directors, the Amendment
and Reverse Split may have the effect of deterring or rendering more difficult
an attempt to obtain control of the Company, as the Company will have the
ability to issue shares to parties (including management, directors and parties
friendly or affiliated therewith, as described in the preceding paragraph)
other than the party attempting a takeover of the Company. The Board of
Directors is not aware of any present attempt to obtain control of the Company
and the Amendment and Reverse Split have not been proposed in response to any
known effort to obtain control or for the purpose of deterring or rendering
more difficult an attempt to obtain control. This anti-takeover consequence of
the Amendment and Reverse Split is that the market trading price (if and when
trading commences) of the New Common Stock will be less likely to reflect a
premium for control thereby adversely affecting the present stockholders.
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.
NU-WAVE HEALTH PRODUCTS, INC.
By: /s/ Kotha S. Sekharam
-------------------------------
Kotha S. Sekharam, President
<PAGE> 10
ATTACHMENT "A"
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NU-WAVE HEALTH PRODUCTS, INC.
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, this corporation adopts the following articles of amendment to
its Articles of Incorporation:
1. The name of the corporation is Nu-Wave Health Products, Inc.
2. Article I is amended in its entirety to read as follows:
"Article I. Name
The name of the corporation is Dynamic Health Products, Inc."
3. Article III of this corporation's Articles of Incorporation is
amended in its entirety to read as follows:
"ARTICLE III. SHARES
The total number of shares which the corporation shall have
the authority to issue shall be twenty two million
(22,000,000) shares, consisting of twenty million
(20,000,000) shares of common stock and two million
(2,000,000) shares of preferred stock, all having a par value
of $0.01 per share. The preferred stock may be issued from
time to time in one or more series, each of such series to
have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such
series adopted by the Board of Directors of the Corporation as
hereinafter provided. Any shares of preferred stock which may
be redeemed, purchased or acquired by the Corporation may be
reissued except as otherwise provided by law. Different
shares of preferred stock shall not be construed to constitute
different classes of shares for the purposes of voting by
classes unless expressly provided.
Authority is hereby expressly granted to the Board of
Directors from time to time to provide for the issuance of
preferred stock in one or more series, and in connection
<PAGE> 11
with the creation of any such series, by resolution or
resolutions providing for the issue of the shares thereof, to
determine and fix such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including
without limitation, dividend rights, special voting rights,
conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted
by the Florida Business Corporation Act. Without limited the
generality of the foregoing, the resolutions providing for
issuance of any series of preferred stock may provide that
such series shall be superior or ranked equally or be junior
to the preferred stock of any other series to the extent
permitted by law. Except as otherwise specifically provided
in a resolution establishing a series of preferred stock, no
vote of the holders of the preferred stock or common stock
shall be a prerequisite to the issuance of any shares of any
series of the preferred stock authorized by and complying with
the conditions of these Articles of Incorporation.
The shares of each class or series of the Preferred Stock may
vary from the shares of any other class or series thereof in
any respect. The Board of Directors may increase the number
of shares of the Preferred Stock designated for any existing
class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board of
Directors may decrease the number of shares of the Preferred
Stock designated for any existing class or series of the
Preferred Stock and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred
Stock.
Prior to the issuance of any shares of a series, but after
adoption by the Board of Directors of the resolution
establishing such series, the appropriate officers of the
Corporation shall file such documents with the State of
Florida as may be required by the Florida Business Corporation
Act including, without limitation, an amendment to the
Articles of Incorporation."
In connection with the adoption of the aforesaid amendment, the
corporation is effectuating a one for three (1:3) reversed stock split whereby
each three (3) shares of common stock, par value $.01 per share (the "Old
Common
2
<PAGE> 12
Stock"), outstanding immediately prior to the adoption of the aforesaid
amendment, as well as any shares issuable upon exercise of outstanding options,
will become equivalent to and be exchanged for one (1) share of common stock,
par value $.01 per share (the "New Common Stock"). Fractional shares of New
Common Stock will not be issued as part of the aforesaid exchange of New Common
Stock for shares of Old Common Stock, but any shareholder who would be entitled
to a fractional share of New Common Stock in such exchange will, pursuant to
Section 607.0604(5), Florida Statutes, be paid in money the fair value thereof.
4. This amendment was adopted on ________, 1998.
5. This amendment was approved by the shareholders of the
corporation. The number of votes cast for the amendment was sufficient for
approval.
Signed this ___ day of ________, 1998.
Nu-Wave Health Products, Inc.
By:_____________________________
Kotha S. Sekharam, President
<PAGE> 13
ATTACHMENT "B"
NOTICE OF WRITTEN ACTIONS
OF
THE SHAREHOLDERS
OF
NU-WAVE HEALTH PRODUCTS, INC.
To: Shareholders of Nu-Wave Health Products, Inc.
The attached copy of the Written Consent of Shareholders ("Consent")
holding at least a majority of the issued and outstanding shares of common
stock of Nu-Wave Health Products, Inc. (the "Corporation") dated July 2, 1998
approves amendments (which are attached to the Consent) to the Corporation's
Articles of Incorporation (the "Amendments").
The Amendments (i) change the name of the Corporation to Dynamic
Health Products, Inc., (ii) increase the authorized capital stock from
9,000,000 shares of common stock and 1,000,000 shares of preferred stock to
20,000,000 shares of common stock and 2,000,000 shares of preferred stock, and
(iii) authorize a one-for-three reverse split and, pursuant to Section
607.0604, Florida Statutes, the payment in money of the fair value of
fractional shares resulting from the reverse stock split. The record date for
the reverse stock split will be set by the Board of Directors.
The Consent is subject to and the actions taken pursuant thereto are
not effective until the Corporation has complied with Section 14 of the
Securities Exchange Act of 1934 and applicable regulations promulgated by the
Securities and Exchange Commission thereunder.
Dated this 2nd day July, 1998.
Nu-Wave Health Products, Inc.
By: /s/ Kotha S. Sekharam
-------------------------------
Kotha S. Sekharam, President
<PAGE> 14
ATTACHMENT TO NOTICE OF WRITTEN ACTION
OF
THE SHAREHOLDERS
OF
NU-WAVE HEALTH PRODUCTS, INC.
SHAREHOLDER WRITTEN CONSENT TO ACTION
The undersigned, as the holders of at least a majority of the issued
and outstanding shares of common stock of Nu-Wave Health Products, Inc., a
Florida corporation (the "Company") agree, adopt, consent to, and take the
following actions under Section 607.0704 of the Florida Business Corporation Act
(the "Act"):
1. The undersigned waive all formal requirements, including the
necessity of holding a formal or informal meeting and any requirement that
notice of such meeting be given.
2. The undersigned take the following corporate actions:
WHEREAS, it has been determined that it is in the best
interests of the Company to amend its Articles of Incorporation (the
"Amendment") to increase its authorized shares to 20,000,000 shares of
common stock, $.01 par value and 2,000,000 shares of preferred stock,
$.01 par value and to effectuate a three-for-one reverse stock split
such that each three (3) shares of currently issued and outstanding
common stock shall be converted into one (1) share of common stock,
$.01 par value per share;
WHEREAS, it has been determined that it is in the best
interests of the Company to amend its Articles of Incorporation to
change its name to Dynamic Health Products, Inc.; and
WHEREAS, the Company must, before the Amendment is filed with
the Florida Secretary of State, comply with the requirements of Section
14 of the Securities and Exchange Act of 1934 (the "Act") by filing
with the Securities and Exchange Commission and mailing to shareholders
an Information Statement.
NOW, THEREFORE:
BE IT RESOLVED, that the Articles of Incorporation of the
Company be amended to provide for an increase in the number of shares
of capital stock that the Company is authorized to issue and to change
the name of the Company as set forth in the Articles of Amendment, a
copy of which is attached hereto as Exhibit "A."
BE IT FURTHER RESOLVED, that the Amendment shall not be filed
with the Florida Secretary of State until the Company has filed with
the Securities and Exchange
<PAGE> 15
Commission and mailed to shareholders an Information Statement in accordance
with the provisions of the Act.
The undersigned execute the foregoing Shareholder Written
Consent to Action for the purpose of giving their consent as of the 2nd day
of July, 1998.
SIGNATURE PAGE TO SHAREHOLDER WRITTEN CONSENT TO ACTION FOR NU-WAVE HEALTH
PRODUCTS, INC.
Number of Shares Owned of Record
Name and Beneficially
---- ----------------
/s/ Manju Taneja 1,964,553
- ---------------------------
Manju Taneja
/s/ Jugal K. Taneja 59,000
- ---------------------------
Jugal K. Taneja
/s/ Kotha S. Sekharam 255,000
- --------------------------- ----------
Kotha S. Sekharam
Total 2,278,553
Total issued and outstanding shares of common stock as of July 2,
1998: 3,823,547
2
<PAGE> 16
EXHIBIT "A"
TO
SHAREHOLDER WRITTEN CONSENT TO ACTION
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NU-WAVE HEALTH PRODUCTS, INC.
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, this corporation adopts the following articles of amendment to
its Articles of Incorporation:
1. The name of the corporation is Nu-Wave Health Products, Inc.
2. Article I is amended in its entirety to read as follows:
"Article I. Name
The name of the corporation is Dynamic Health Products, Inc."
3. Article III of this corporation's Articles of Incorporation is
amended in its entirety to read as follows:
"ARTICLE III. SHARES
The total number of shares which the corporation shall have
the authority to issue shall be twenty two million
(22,000,000) shares, consisting of twenty million
(20,000,000) shares of common stock and two million
(2,000,000) shares of preferred stock, all having a par value
of $0.01 per share. The preferred stock may be issued from
time to time in one or more series, each of such series to
have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such
series adopted by the Board of Directors of the Corporation as
hereinafter provided. Any shares of preferred stock which may
be redeemed, purchased or acquired by the Corporation may be
reissued except as otherwise provided by law. Different
shares of preferred stock shall not be construed to constitute
different classes of shares for the purposes of voting by
classes unless expressly provided.
Authority is hereby expressly granted to the Board of
Directors from time to time to provide for the issuance of
preferred stock in one or more series, and in connection
<PAGE> 17
with the creation of any such series, by resolution or
resolutions providing for the issue of the shares thereof, to
determine and fix such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including
without limitation, dividend rights, special voting rights,
conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted
by the Florida Business Corporation Act. Without limited the
generality of the foregoing, the resolutions providing for
issuance of any series of preferred stock may provide that
such series shall be superior or ranked equally or be junior
to the preferred stock of any other series to the extent
permitted by law. Except as otherwise specifically provided
in a resolution establishing a series of preferred stock, no
vote of the holders of the preferred stock or common stock
shall be a prerequisite to the issuance of any shares of any
series of the preferred stock authorized by and complying with
the conditions of these Articles of Incorporation.
The shares of each class or series of the Preferred Stock may
vary from the shares of any other class or series thereof in
any respect. The Board of Directors may increase the number
of shares of the Preferred Stock designated for any existing
class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board of
Directors may decrease the number of shares of the Preferred
Stock designated for any existing class or series of the
Preferred Stock and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred
Stock.
Prior to the issuance of any shares of a series, but after
adoption by the Board of Directors of the resolution
establishing such series, the appropriate officers of the
Corporation shall file such documents with the State of
Florida as may be required by the Florida Business Corporation
Act including, without limitation, an amendment to the
Articles of Incorporation."
In connection with the adoption of the aforesaid amendment, the
corporation is effectuating a one for three (1:3) reversed stock split whereby
each three (3) shares of common stock, par value $.01 per share (the "Old
Common
2
<PAGE> 18
Stock"), outstanding immediately prior to the adoption of the aforesaid
amendment, as well as any shares issuable upon exercise of outstanding options,
will become equivalent to and be exchanged for one (1) share of common stock,
par value $.01 per share (the "New Common Stock"). Fractional shares of New
Common Stock will not be issued as part of the aforesaid exchange of New Common
Stock for shares of Old Common Stock, but any shareholder who would be entitled
to a fractional share of New Common Stock in such exchange will, pursuant to
Section 607.0604(5), Florida Statutes, be paid in money the fair value thereof.
4. This amendment was adopted on ________, 1998.
5. This amendment was approved by the shareholders of the
corporation. The number of votes cast for the amendment was sufficient for
approval.
Signed this ___ day of ________, 1998.
Nu-Wave Health Products, Inc.
By: ____________________________
Kotha S. Sekharam, President
