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To: Jeffrey S. Mitchell who wrote (4361)2/28/2003 1:07:00 AM
From: Jeffrey S. Mitchell  Respond to of 12465
 
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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