Here is the SEC report on doing the RTO.
ITEM 1. Changes in Control of Registrant.
On June 2, 1999, A-Z Professional Consultants, Inc., a Utah corporation
("A-Z"), entered into a Stock Acquisition Agreement ("Agreement") with CytRx
Corporation, a Delaware corporation ("Cytrx"). Pursuant to the Agreement A-Z
purchased Nine Million Six Hundred Twenty-Five Thousand (9,625,000) shares of
the common stock of Vaxcel, Inc. (the "Registrant") from CytRx for two Hundred
fifty Thousand Dollars ($250,000) plus a cash payment equal to Eight-Seven point
Five percent (87.5%) of the net liquid assets of the Registrant as reflected on
its financial statement as of June 2, 1999. A-Z used funds from its working
capital to purchase the 9,625,000 shares of the Registrant's common stock. The
9,625,000 shares of the Registrant's common stock is equivalent to approximately
89% of the Registrant's issued and outstanding shares of its common stock.
Consequently, A-Z has a majority interest in the Registrant's shares of common
stock. By virtue of A-Z's purchase of the 9,625,000 shares of Registrant's
common stock, A-Z has effective control of the Registrant.
Pursuant to a Shareholder Consent To Action Without A Meeting dated
September 17 , 1999, the Registrant's Chief Executive Officer and President,
Mark J. Newman, was removed and Richard Surber accepted his appointment as
President and Director of the Registrant.
A-Z intends to assist the Registrant in finding suitable operations for
the Registrant through a merger or acquisition.
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