Re: 2/27/03 - [ENVC] Pre 14C: Endovasc demands exchange of stock; threatens legal action to holdouts
Q: ENDOVASC LTD., INC. JUST COMPLETED A REINCORPORATION FROM NEVADA TO DELAWARE. WHY IS ENDOVASC LTD., INC. REINCORPORATING BACK TO NEVADA?
A: Unfortunately, the reincorporation in Delaware did not accomplish all of our goals regarding identification of our stockholders. We believe that there are a substantial number of our shares that have been sold "short" without the delivery of certificates representing the shares sold. This is known as a "naked short" and, we believe, has resulted in significant downward pressure on the value of our common stock. Nevada law permits us to require the delivery of certificates representing our shares when there is a change in our capital structure and, thereby, reduce the number of "naked short" positions affecting the price of our common stock.
In addition, we have recently filed significant litigation alleging that certain individuals engaged in manipulation of our stock prices. As a Delaware corporation, we may be subject to protracted litigation in Delaware. The judicial system and courts in Nevada are significantly less expensive and more responsive to the needs of corporations that are involved in litigation.
Finally, Nevada imposes no income taxes or franchise taxes on Nevada corporations. We believe that we will be able to save tax expenses in Nevada when we obtain profitable operation.
Q: WHY ISN'T ENDOVASC LTD., INC. HOLDING A MEETING OF STOCKHOLDERS TO APPROVE THE REINCORPORATION?
A: The board of directors has already approved the reincorporation plan and has received the written consent of officers, directors, and affiliates that represent a majority of our outstanding shares of common stock and other voting interests. Under Delaware General Corporation Law and our Certificate of Incorporation this transaction may be approved by the written consent of a majority of the shares entitled to vote on it. Since we have already received written consents representing the necessary number of shares, a meeting is not necessary and represents a substantial and avoidable expense.
Q: WHAT ARE THE PRINCIPAL FEATURES OF THE REINCORPORATION?
A: The reincorporation will be accomplished by a merger of ENDOVASC LTD., INC. with and into our wholly owned subsidiary, ENDOVASC, INC. One and one-fifth fully paid and non-assessable share of ENDOVASC, INC. will be issued for each outstanding share of our common stock that is held by our stockholders. In addition, one fully paid and non-assessable share of ENDOVASC, INC. will be issued for any fractional share that would be issuable as a result of the reincorporation. The shares of ENDOVASC LTD., INC. will cease to trade on the over-the-counter bulletin board market and the shares of ENDOVASC, INC. will begin trading in their place beginning on April 1, 2003, under a new trading symbol and CUSIP Number that has not yet been assigned. Other securities of ENDOVASC LTD., INC., such as preferred stock, options, warrants, other rights to purchase common stock, and securities exchangeable for or convertible into our common stock will also be exchanged for similar securities issued by ENDOVASC, INC.
Q: HOW WILL THE REINCORPORATION AFFECT THE OWNERS, OFFICERS, DIRECTORS AND EMPLOYEES OF ENDOVASC LTD., INC.?
A: After the effective date of the reincorporation and the exchange of your stock certificates, you will own the same class and the same percentage of ENDOVASC, INC., subject only to insignificant differences relating to the elimination of fractional shares. Our officers, directors and employees will become the officers, directors and employees of ENDOVASC, INC. after the effective date of the reincorporation. ENDOVASC, INC. will continue our business at the same locations and with the same assets.
Q: HOW DO I EXCHANGE CERTIFICATES OF ENDOVASC LTD., INC. FOR CERTIFICATES OF ENDOVASC, INC.?
A: Enclosed with this Information Statement is a letter of transmittal and instructions for surrendering certificates representing our shares. If you are a record stockholder, you should complete the letter of transmittal and send it with certificates representing our shares to the address set forth in the letter. Upon surrender of a certificate for cancellation with a duly executed letter of transmittal, ENDOVASC, INC. will issue a new certificate representing the number of whole shares of ENDOVASC, INC. as soon as practical after the effective date of the reincorporation. If you hold our stock in street name or in a brokerage account, we encourage you to request that certificate be issued to you so that you can exchange it for a certificate representing shares of ENDOVASC, INC.
Q: WHAT HAPPENS IF I DO NOT SURRENDER MY CERTIFICATES OF ENDOVASC LTD., INC.?
A: YOU ARE REQUIRED TO SURRENDER CERTIFICATES REPRESENTING SHARES OF ENDOVASC LTD., INC. TO RECEIVE SHARES OF ENDOVASC, INC. All shares of Endovasc Ltd., Inc. outstanding after the effective date of the reincorporation will be cancelled. Until you receive shares of ENDOVASC, INC. you are not entitled to receive notice of or vote at stockholder meetings or receive dividends or other distributions on the shares of ENDOVASC, INC. Under the General Corporation Law of the State of Nevada, we may seek to enforce the delivery of certificates for exchange through proceedings in court.
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