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BioLogix International, Ltd.
Annual General Meeting of Shareholders
Friday, December 15, 2000
6:30 p.m. PST
1750 Montgomery Street San Francisco, CA 94111
Dawn of the Age of Empowerment
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BIOLOGIX INTERNATIONAL, LTD.
1750 Montgomery Street San Francisco, CA 94111
(415) 388-1551 Facsimile (415) 388-1591
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on December 15, 2000
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NOTICE IS HEREBY GIVEN to the Shareholders of BIOLOGIX INTERNATIONAL, LTD. ( the "Company" ) that an Annual Meeting of Shareholders will be held on Friday, December 15, 2000, at 6:30 p.m. PST, at 1750 Montgomery Street, San Francisco, CA 94111.
The purpose of the Annual General Meeting will be for final discussion and approval by means of vote and proxy the following items of business:
1. The proposal by the Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors. See the attached Proxy Statement and Information Circular.
2. The proposal by the Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. See the attached Proxy Statement and Information Circular.
3. The election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws.
4. The proposal by the Board of Directors to ratify the prior asset acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of a 40% ownership interest in The MUSIX Corporation, new acquisitions of a 20% ownership interest in The VOTRON Corporation, a 40% ownership interest in AXESS MEDIA, Inc., a 20% ownership interest in the AXESS Insurance Corporation, a 20% ownership in Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.; and to approve the stock ownership and asset capitalization specified within the terms of agreement with each Company. See the attached Proxy Statement and Information Circular.
5. The proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including all related employment and indemnification agreements. See the attached Proxy Statement and Information Circular.
6. The proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals. See the attached Proxy Statement and Information Circular.
7. The proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basi in order to finance future growth and business development. to consider and vote upon authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. See attached Proxy Statement and Information Circular.
8. The proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001 See attached Proxy Statement and Information Circular.
NOTICE OF ANNUAL SHAREHOLDERS MEETING Page 2
December 15, 2000
9. The proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus; provided that the specific purpose of such meeting shall be to consider and vote upon final authorization for the Company's officers and directors to undertake additional financing and registration of the Company's securities. To approve a Private Placement and/or Secondary Public Offering of the Company's securities on the facilities of the National Association of Securities Dealers ( "NASD" or "NASDAQ" ) as per a Managing Placement Agency Agreement with a qualified broker/deaker, and/or an EPO ( Electronic Public Offering ) of the Company's securities over the Internet, subject to regulatory approvals, pursuant to raising up to $ 5 Million in investment capital for commercialization of the Company's proprietary products. And to consider and vote upon approval for the Company to proceed with a Form 10-SB "General Form for Registration of Securities of Small Business Issuers" in accordance with the attached Amendment to Registration Statement, and pursuant to registration of BioLogix International, Ltd. as a "fully reporting" company in accordance with Sections 12(b) and (g) of the U.S. Securities and Exchange Act of 1934. A copy of a final draft Form 10-SB, including audited financial statements, will be provided to each shareholder upon request prior to the Special Meeting. See attached Proxy Statement and Information Circular.
The foregoing items of business are more fully described in the accompanying Proxy Statement.
ONLY SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 2000 ARE ENTITLED TO NOTICE OF AND VOTE AT THE ANNUAL MEETING OR ADJOURNMENT THEREOF.
** PLEASE SIGN AND RETURN THE ENCLOSED PROXY BEFORE DECEMBER 15, 2000 TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS AND BEFORE MARCH 31, 2001 TO INSURE REPRESENTATION AT THE SPECIAL MEETING OF SHAREHOLDERS ** FAILURE TO VOTE WILL BE CONSIDERED AS CONSENSUAL AFFIRMATION ( YES VOTE ) FOR THE ACTIONS UNDER CONSIDERATION **
DATED at the City of San Francisco, BY ORDER OF THE INTERIM BOARD OF DIRECTORS
State of California, as of the 12th day
of November, 2000.
San Francisco, California ____________________________________________
November 12, 2000 MICHAEL D. GRANDON, Acting Chairman and CEO
CERTIFIED BY CORPORATE SEAL C/S
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BIOLOGIX INTERNATIONAL,LTD.
1750 Montgomery Street, San Francisco, CA 94111
(415) 388-1551 Facsimile (415) 388-1591
PROXY STATEMENT
AND
INFORMATION CIRCULAR
GENERAL INFORMATION
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THIS PROXY STATEMENT and Information Circular is presented by the acting appointed Interim Board of Directors (the "Interim Board of Directors ) of BIOLOGIX INTERNATIONAL, LTD. ( the "Company" or "BioLogix" ) in connection with its solicitation of Proxies for use at the Fiscal Year 2000 Annual General Meeting of Shareholders ("Annual Meeting") to be held at 1750 Montgomery Street, San Francisco, CA 94111, on Friday, December 15, 2000, at 6:30 p.m. Pacific Standard Time; and at any adjournments thereof.
All proxies duly executed and received as of the time of the Annual Meeting will be voted on all matters presented at the Annual Meeting in accordance with the instructions given by such proxies. If the separately enclosed Proxy ( "Proxy" ) is properly executed and returned to the Company in the self-addressed envelope provided ( or by other acceptable means of transmittal, including facsimile ), or if the Proxies are tendered by shareholders themselves at the Meeting, the shares represented will be voted at the Meeting in accordance with the instructions noted thereon. In the absence of specific instructions, or if no direction is made, it will be voted FOR all proposals.
Management knows of no other matters to be brought before the Meeting not referred to in this Proxy Statement. If, however, other matters properly come before the Meeting, Proxies will be voted in accordance with the judgement of the person or persons voting such Proxy, unless the Proxy indicates otherwise. Any shareholder executing a Proxy may revoke it at any time before it is voted by submitting a duly executed Proxy bearing a later date, or by attending the Annual Meeting and orally withdrawing the Proxy.
The voting securities of the Company consist of one class of common stock, par value $ .01 per share, of which 100,000,000 are authorized and approximately 34,770,934 shares were issued and outstanding at the close of business on December 15, 2000. Options to purchase approximately an additional 2,000,000 shares of common stock were outstanding but not exercised at the close of business on December 15, 2000. On or before December 15, 2000, the corporation had no other class of voting security outstanding. Management and insider shareholdings comprise approximately 24,157,677 or 69.5% of the 34,770,934 total issued and outstanding shares of the Company as of December 15, 2000. Each share issued and outstanding on December 15, 2000 will be entitled to one (1) vote. Shareholders do not have cumulative voting rights. No options may be voted by Proxy until exercised and issued.
Included with this Proxy Statement and Information Circular are: "Attachments To Proxy Statement and Information Circular": a) Public Announcements from November 30, 1996 through November 17, 2000; and b) recent stock charts and performance.
In addition to these materials, all shareholders will be entitled to receive on or before a proposed March 31, 2001 Special Meeting of Shareholders: 1) a Pro Forma 10-SB Registration Statement, pending final submission and approval by the SEC under the U.S. Securities and Exchange Act of 1934; 2) Management's Statement of Financial Condition and Results of Operations accompanied by audited or unaudited Consolidated Financial Statements of BioLogix International, Ltd. for the Fiscal Year ending December 31, 2000; and/or 3) audited or unaudited Consolidated Financial Statements for the Fiscal Year ending December 31, 1999. The Board of Directors does not expect that the final audited Consolidated Financial Statements for the Fiscal Year ending December 31, 1999 and 2000 will materially differ from the any unaudited statements which may be provided in advance of the March 31, 2001 meeting.
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MATTERS TO BE ACTED UPON
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The principal business to be discussed and acted upon at the Annual General Meeting of the Shareholders of BioLogix International, Ltd. regards: 1) the proposal by the Board of Directors to approve the settlement between the Company, Thehealthchannel.com, Inc. and Michael Grandon as regards an attempted take-over of the Company from July 23, 1999 to August 31, 2000 by its former Board of Directors and current Board of Directors of Thehealthchannel.com, Inc., the proposed final implementation of the settlement agreement between the parties which was reached on August 31, 2000, approval of the appointment and management authority of Mr. Michael Grandon and a Fiscal Year 2000 Interim Board of Directors up to and through December 15, 2000, and approval of all prior acts of the Interim Board of Directors; 2) the proposal by the Board of Directors to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion; 3) the election of the Company's Officers and Directors for Fiscal Year 2001, selection of a new Executive Committee, and appointment of a new Board of Trustees pursuant to the Company's amended by-laws; 4) the proposal by the Board of Directors to ratify the prior acquisitions of The MED TEL Corporation, AXESS HEALTH, The VIRTUCARE Corporation, the acquisition of an additional interest in The MUSIX Corporation, new acquisitions of The VOTRON Corporation, AXESS MEDIA, Inc., AXESS Insurance Corporation, Higher Wealth, LLC, and the merger between AXESS MEDIA GROUP and BioLogix (B.C.), Ltd.; 5) the proposal by the Board of Directors to approve executive compensation and the compensation plan for all Officers, Directors, Executive Committee Members, and Trustees, including any related employment and indemnification agreements; 6) the proposal by the Board of Director to ratify a Year 2000 Incentive Stock Option Plan, including prior incentive stock option grants and future set asides for Officers, Directors, Executive Committee Members and Trustees as subject to shareholder approvals; 7) the proposal by the Board of Directors to provide shareholder authority for undertaking an SEC registration of the Company's securities, short-term private placement and secondary market financing, and to undertake a regulatory approved public offering of its securities through one ore more registered broker/dealers and/or on a direct public offering basis; 8) the proposal by the Board of Directors for Company officers to engage legal counsel, accountants, auditors, and a transfer agent from amongst a group of qualified candidate firms and to submit for adoption by the shareholders unaudited and audited consolidated financial statements for the fiscal years ending December 31, 1999 and 2000 at a Special Meeting of shareholders during Fiscal Year 2001; and 9) the proposal by the Board of Directors to hold a Special Meeting of Shareholders on March 31, 2001 in Las Vegas, Nevada pursuant to approval of the Company's Private Placement Memorandum, Pro Forma Form 10-SB Registration Statement, Consolidated Financial Statements, and draft Offering Prospectus.
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Proposal #1: APPROVAL OF HEALTH CHANNEL SETTLEMENT,
MANAGEMENT AUTHORITY AND PRIOR ACTS
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Effective August 31, 2000 the Company entered into a Settlement Agreement and Release ("Settlement") with Thehealthchannel.com, Inc. and Mr. Michael Grandon pursuant to resolution of a dispute which, among other things, regarded the on-going management and control of BioLogix International, Ltd. itself.
Under the terms of the Settlement, each member of the out-going Board of Directors agreed to convert 100% of the remaining shares held by him into shares of Thehealthchannel.com, Inc. and to tender their resignations as a member of the BioLogix Board of Directors upon the effective date. The out-going Board members further agreed to elect Mr. Grandon and the Boards of Directors of BioLogix subsidiaries, The MED TEL Corporation, The HEALTH CHANNEL Netcasting Corporation, The VIRTUCARE Corporation , The MUSIX Corporation, and The Cybersound Corporation (collectively referred to as the "Entities") as interim board members for BioLogix ( the "Interim Board" ); pending the election of the new board of Directors at the annual shareholders meeting of BioLogix. Each member further consented to terminate any other agency, employment, consulting or similar relationship between such Member and BioLogix.
Further, BioLogix and THCL, and each Board Member agreed to forbear from taking any action to oppose or obstruct: (1) the calling or scheduling of such Annual BGIX Shareholder Meeting; and/or (2) any proposal to elect or any election of Grandon or any other candidates for Board Members of BioLogix nominated by Grandon or his agents to the Board of Directors at such Annual BGIX Shareholder Meeting. The Settlement also specified that " within three (3) days of the August 31, 2000 Effective Date, Grandon shall dismiss or cause his counsel to dismiss the Cross-Complaint in the BioLogix Action with prejudice;" and that "within three (3) days of the Effective Date, BioLogix shall dismiss or cause its counsel to dismiss without prejudice its complaint against Grandon in the BioLogix Action."
On September 5, 2000, Thehealthchannel.com, Inc. issued a public press announcement "thehealthchannel.com Announces the Settlement of its Lawsuit Against Michael Grandon" in which THCL also confirmed that "beyond what has been expressed in this announcement all other matters regarding the settlement are confidential and cannot disclosed to any third parties other than accountants, lawyers and their agents, unless otherwise by mutual agreement by the principals or if disclosure is required by the court or other government agency". On September 13, 2000 Mr. Grandon provided a stipulated "Order for Dismissal Pursuant to Confidential Settlement Between Parties" to the Honorable Alex Saldamando, Presiding Judge over this matter, at the Superior Court, State of California, County of San Francisco County - Unlimited Civil Jurisdiction, and to counsel for Thehealthchannel.com, Inc., Mr. Lawrence Cron, of HORWITZ & BEAM, Irvine, CA. On November 20, 2000 Thehealthchannel.com, Inc. attached a complete unabridged copy of the Settlement to its Form 10QSB Quarterly filing with the U.S. Securities and Exchange. As of the effective date of the December 15, 2000 Annual Meeting Proxy Statement and Information Circular, neither Mr. Grandon, nor any Interim Board Member, nor the Company itself had made any public statement whatsoever regarding the terms of the Settlement.
As of the effective date of the December 15, 2000 Annual Meeting Proxy Statement no dismissal of this matter with the California Superior Court had been achieved.
Commencing September 1, 2000, Mr. Grandon and other majority-owners-in-interest and controlling shareholders of BioLogix International, Ltd. have undertaken to restore the Company's business development and to expand its enterprise on behalf of themselves and the estimated 220 surviving shareholders. While the matter remains fully unsettled, Company management remains optimistic that resolution will ultimately be achieved. Meanwhile, despite delays encountered in fulfillment of certain of the terms and conditions of the Settlement, the affairs of the Company have been carried forward and the Interim Board of Directors is prepared to proceed with final election of officers and directors and assumption of permanent fiduciary duty to BioLogix International, Ltd.
The Interim Board of Directors (hereinafter to as the "Interim Board of Directors", the "Interim Board, the "Board of Directors" and/or simply the "Board") hereby proposes that, subject to final resolution of the remaining issues of dispute with Thehealthchannel.com, Inc., that the Company adopt the Settlement and move forward with its affairs post haste. The Board of Directors further requests that the Company's shareholders ratify the authority of the Interim Board and any appointments thereto, and Mr. Michael Grandon, as acting President, Chairman and CEO, to act on their behalf as lawful fiduciaries, and to approve all prior acts of Mr. Michael Grandon and each member of the Interim Board in conducting the Company's affairs.
THE INTERIM BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE SETTLEMENT AND RELEASE AGREEMENT BETWEEN THE COMPANY, THEHEALTHCHANNEL.COM, INC. AND MICHAEL GRANDON, INCLUDING THE INSTALLATION AND AUTHORITY OF THE FISCAL YEAR 2000 INTERIM BOARD OF DIRECTORS, AND APPROVAL OF ALL PRIOR ACTS BY THE INTERIM BOARD OF DIRECTORS.
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Proposal # 2: RATIFICATION OF A PLAN OF REORGANIZATION AND GOVERNANCE
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The Interim Board of Directors and newly elected Board proposes to ratify a Plan of Reorganization and Governance for the Company pursuant to a future business development by implementation of a synergistic portfolio of Internet mergers and acquisitions, a new strategic direction which calls for development of product and brand mix of consumer-oriented value-added Internet applications so as not to rely on a single web site or web product and service, and amendment of Company by-laws to provide for an expanded Board of Directors, appointment of a Board of Trustees, and selection of an Executive Committee to accommodate future corporate growth and expansion. While the details of such Plan of Reorganization shall be further discussed on or before the Company's proposed March 31, 2001 Special Meeting of Shareholders, in general the Plan of Reorganization seeks to provide for: 1) certain corporate restructure to match the potential of its Internet products, markets and technologies; 2) a new strategic direction away from the Company-s historical focus on healthcare and medical technologies to accommodate new for the business development and growth; and 3) amendment of its by-laws to insure long-term survivability in its governance as multi-national multi-asset corporate body.
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NEW STRATEGIC DIRECTION
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On October 17, 2000 the Company and its Interim Board made its first public announcement since the attempted takeover by Thehealthchannel.com, Inc. from July 23, 1999 to August 31, 2000. Entitled "BioLogix Joins U-Generation of Internet Portals," the press release stated that BGIX was returning to the active public market and was unveiling a completely new Internet business strategy, along with its change in management and leadership. Through proposed mergers and alliances between BioLogix, The MUSIX Corporation, AXESS MEDIA, Inc., and other unannounced venture partners, a new private network was proposed to be formed to focus television-style Internet production and empowerment of individuals on a "consumer to consumer" or "peer to peer" basis. Network programming is proposed which will feature families and children, education, entertainment, travel, personal care, charitable giving and "teledemocracy"; all created around a consistent and repeatable business model accompanied by a firm commitment to individual access and choice; and based on a corporate structure which does not rely on a single ".com" or Internet market for sustainability; but rather on an integrated array of NSP's ("need specific portals"); as vehicles to serve common but individual needs, while providing personal power and privacy within a global community. By combining product brands and market opportunities into what the resulting business aliance terms its "U-Generation" of Internet Portals, the business venture is already prepared to undertake the initial launch of over 12 value-added applications for production and launch on its new IPN ("Independent Private Network").
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AMENDED BY-LAWS
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Pursuant to the Company's proposed Plan of Reorganization, and in accordance with Delaware Corporation Laws Annotated, the Interim Board of Directors proposes certain amendments to the Company's by-laws to provide for additional security and compliance in its governance; including: a) the formation of Board of Trustees, as provided for under the terms of a Voting Trust Agreement, as an arbiter of the Company's on-going policy, appointments, proxies and fiduciary duty; b) enlargement of the Board of Directors to seven (7) authorized members; and c) creation of an Executive Committee to conduct certain business development and strategic affairs.
Accordingly, the Company shall be governed by a Board of Directors comprised of no more than seven (7) members, no less than four (4) of which shall be nominated and approved by the Company's Board of Trustees and no more then three (3) of which shall be nominated by the Company's Executive Committee and approved by the Board of Trustees. All directors must be approved by the Board of Trustees and a simple majority of shareholder proxies tendered at any Annual or Special Meeting of shareholders of the Company before taking office for a term of one (1) year; subject to nomination and election for each fiscal or calendar year of service. All officers must be approved by the Board of Trustees and a simple majority of shareholder proxies tendered at any Annual or Special Meeting of shareholders of the Company before taking office for a term of one (1) year; subject to nomination and election for each fiscal or calendar year of service. Trustees and voting trustees shall be appointed and approved by the shareholders at the Fiscal Year 2000 Annual Meeting as specified herein below; and the voting rights granted shall be irrevocable.
The Board of Trustees shall be formed upon shareholder approval of the Plan of Reorganization and amendment of the Company's by-laws; effective December 15, 2000. Members of the Board of Trustees shall serve in a non-fiduciary and non-compensatory capacity on an in-perpetuity basis until or unless the Company is dissolved or ceases to exist as an on-going business enterprise; after which irrespective of the Company's solvency, the Voting Trust shall continue to endure. Only members of the Voting Trust may select new or remove any member of the Board of Trustees; subject to a Voting Trust Agreement between members. The Board of Trustees shall maintain at least a one (1) director majority on the Company's Board of Directors by the appointment and election of its nominees at any special or annual meeting of the Company's shareholders at all times; regardless of the number of directors serving at any given time; subject to the Voting Trust Agreement and State of Delaware corporation laws.
Delaware Corporation Laws Annotated, Title 8, Subchapter VII, Section 218 provides for the formation of Voting Trusts and related voting agreements, and states: "One stockholder or 2 or more stockholders may by agreement in writing deposit capital stock of an original issue with or transfer capital stock to any person or persons, or corporation or corporations authorized to act as trustee, for the purposes of vesting in such person or persons, corporation or corporations, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement." Delaware law further holds that the criteria for a voting trust are as follows: 1) the voting rights of the stock of a corporation are separated from the other attributes of ownership; 2) the voting rights granted are intended to be irrevocable for a definite period of time; and 3) the principal purpose of the grant of voting rights is to acquire voting control over the corporation. A voting trust as commonly understood is a device whereby 2 or more persons owning stock with voting powers, divorce the voting rights thereof from the ownership, retaining to all intents and purposes the latter in themselves and transferring the former to trustees in whom the voting rights of all the depositors in the trust are pooled. Under a voting trust agreement, the voting power of the stock is separated from the beneficial interest, the trustee or trustees holding such legal title as is necessary to separate the interest. A stockholder who deposits his stock in a voting trust parts with his voting right but retains beneficial ownership of the stock; neither the depositor nor the trustee is a stockholder for all other purposes. The voting trustee or trustees may vote the stock so issued or transferred to the voting trust in accordance with a Voting Trust Agreement between the depositor and the trustee. See "Voting Trust and Voting Trust Agreement" in the Company's Fiscal Year 2001 Private Placement Memorandum and Offering Prospectus.
The Executive Committee shall not be limited in size and shall grow with the Company's business development. The Executive Committee is formed to conduct non-fiduciary business and strategic affairs for the Company and its affiliates and is comprised of members of both the Company's Board of Directors and key executives from the Company's subsidiaries, affiliates, strategic partners and other material firms or companies. The Executive Committee may also form sub-committees around specific industries, markets, skills and capabilities in order to be more effective in its operation. All acts of the Executive Committee which have import as to the fiduciary affairs of the Company, including, but not limited to effect on its business plans and strategy, sources of financing and investment, its shareholders, the use of its name, and allocation or use of its financial resources and facilities, staff and personnel, etc., must be approved by the Company's Board of Directors. Certain members of the Executive Committee may be appointed to the Board of Directors from time to time, or as officers of the Company; subject to Board of Trustees and shareholder approval. Certain members of the Executive Committee may be entitled from time to time to receive compensation in the form of cash, cash consideration, stock, stock options, and other consideration for fees, services and/or expenses incurred on behalf of the Company; also which must approved by the Company's Board of Directors and which may be subject to shareholder approval.
THE INTERIM BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO RATIFY AND APPROVE THE COMPANY'S PROPOSED PLAN OF REORGANIZATION, INCLUDING THE CORPORATE RESTRUCTURING, THE COMPANY'S NEW STRATEGIC DIRECTION AND AMENDMENT OF ITS BY-LAWS FOR FUTURE GOVERNANCE.
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Proposal #3: ELECTIONS AND APPOINTMENTS
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Pursuant to the Company's amended by-laws, as provided herein above under the proposed Plan of Reorganization, and in accordance with Delaware Corporation Laws Annotated, the following officers and directors, Executive Committee members, and Board of Trustees are proposed for election and appointment; respectively.
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ELECTION OF DIRECTORS AND OFFICERS
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For the calendar year ending December 31, 2000 and fiscal year ending December 31, 2001, the Board of Directors and officers of the Company were and are hereby nominated for election by the shareholders and majority-owners-in-interest of the Company as follows:
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DIRECTORS AND OFFICERS
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Further information as to the officers and directors of the Company is as follows.
MICHAEL D. GRANDON, PRESIDENT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER. Mr. Michael Grandon is considered to have an ideal academic and professional background to lead a modern day maturing Internet company. His experience is a combination of all the skills and skill sets necessary to sustainable success in the emerging Internet industry; including: high technology marketing and management; network-driven application development; public company stewardship; start-up management and entrepreneurial execution; product/service invention, creation, and productization; multi-industry management consulting and problem-solving;, a wide range of legal and regulatory affairs expertise; extensive expertise and knowledge of corporate structuring, strategic positioning, and market-driven customer satisfaction; public speaking and lecturing investor, broker/dealer, and investment banking relationships; risk venture capital; and creative financing. He considers his greatest weakness in operations and his greatest strengths in creating a vision and communicating the vision.
Mr. Grandon has over a 20 year professional track record in the telecommunications and network services industry; which is known today as the "Internet". As early as 1979 he was a product manager and marketing manager for a network services company which during his tenure developed and rolled out nearly 50 value-added network applications, products and services. Since, 1983, he was founder, President and CEO of BioLogix, Inc., the California predecessor to BioLogix International, Ltd. In 1986 he took BioLogix public on the Vancouver Stock Exchange as the company traded as BioLogix (B.C.), Ltd. (Trading Symbol: BGX). In 1992, he took the company public again in the U.S. by means of a reverse merger with a Utah publicly-traded company and redomiciled the Company's operations in Delaware and California. Since then, he has weathered the storm and has been the driving entrepreneurial force behind everything that the Company has done. His strategic plan of 1995 as amended still serves as a guiding light to the Company's future. He was directly responsible for BioLogix dramatic shift from medical diagnostic and therapeutic technologies in 1996 to the Internet world and where it is headed today.
Mr. Grandon is today the driving entrepreneural leader, President and founder of a number of innovative leading edge Internet companies; including: Chairman and CEO of BioLogix International, Ltd., co-founder, and President of BioLogix Development Corporation ( formerly known as BioLogix, Inc. ); President and founder of the MED TEL Corporation/ The HEALTH CHANNEL Netcasting Corporation, creator of "thehealthchannel.com"; President and founder of The VIRTUCARE Corporation/ The VOTRON Corporation; AXESS MEDIA, Inc.; The AXESS MEDIA GROUP, Ltd.; The MUSIX Corporation; and HIGHER WEALTH, LLD; and The CYBERNET CAPITAL Corporation. Mr. Grandon is co-founder of BioLogix, Inc. original developer, co-inventor and patent-holder of several of BioLogix leading medical diagnostic device technologies used to launch the company. Since 1984 he has headed the Company's product development teams. Mr. Grandon is President and Chairman of BioLogix ( B.C.) Ltd.,formerly a British Columbia corporation, which acquired a 51% interest in BioLogix, Inc. in 1986, until 1990 was publicly traded on the Vancouver Stock Exchange, and operated privately until acquisition of its medical technology assets by BioLogix International on April 20, 1993. Today BioLogix (B.C.), Ltd. operates as a closely held Nevada corporation focusing on Internet investments as dba, AXESS Ventures. Mr. Grandon's past experience includes marketing and sales management, mortgage banking, hospital administration, industrial and government consulting, venture financing, and product management. He served as corporate marketing and product manager for the $ 600 Million Tymshare, Inc. of Cupertino, California, until its acquisition by McDonnell Douglass in 1983, and was responsible for new product development and acquisitions. 'Tymshare was one of the real "forefathers" of the Internet industry. The company was headed by a former executive of GTE and was the investment banking firm of Hambrecht & Quist's first telecommunications investment. Tymshare was the first company in the world to develop network data transmission and switching technology, undertake city to city satellite data communications, to develop ATM's, and the Apollo and Sabre travel systems ( still used today by leading air carriers ), and had one of the world's leading private data networks ("Tymnet") with three data centers and over 400 nodes for access by anyone worldwide using a standard acoustic coupler. He was administrator for the 450-bed Menorah Medical Center in Kansas City, Missouri before moving to California in 1980, a Presidential fellow in healthcare administration, and holder a several professional honors in the health management industry. He was honored as a 1995 International Who's Who of management professionals. Mr. Grandon holds a BA and MPA degree in health administration from the University of Missouri, is a former doctoral candidate in Public Administration and Health Services Administration at the University of Southern California , holds a Presidential MBA from Pepperdine University, and studied law at DePaul University and McGeorge School of Law.
ALEC WAYNE GRANDON, B.S. DIRECTOR AND SECRETARY. In addition to his close and trusted association with the Company's President, Mr. Grandon's skills in operation management, risk assessment, and customer-orientation makes him particularily suited to assist the company in the conduct of its day to day operations, regulatory compliance, maintenance of customer focus, hands-on management, staffing ramp-up and team building. Alec is a 17-year veteran of corporate management, assisting organizations as diverse as the Albuquerque Publishing Company, Agency Rent-a-Car, and State Farm insurance companies with line and mid-level management duties and responsibilities. He is widely known form his intense customer service focus and outstanding employee / customer empowerment skills.
Mr. Grandon holds two undergraduate degrees from the University of Kansas; a Bachelor of Arts in Personnel Administration, and a Bachelor of Arts in Sociology. His graduate professional studies in the insurance industry include: Charters Property Casualty Underwriter (CPCU), Casualty Claims Law Specialist (CCLS), Chartered Life Underwriter ( CLU), and Fraud Claims Law Specialist (FCLS).
Mr. Grandon is the founder and currently President and CEO of AXESS Insurance Corporation which is an Internet developer and producer of the "paperless insurance company" with emphasis on customer service, privacy and security. He is also the sole proprietor of AWG & Associates, a personnel and operations consulting firm.
Alec is an Ordained Minister and has been awarded an honorary Doctor of Divinity (DD) degree. On a more personal note he is certified as a Fitness Specialist, Specialist in Performance Nutrition (SPN) and Youth Fitness Trainer (YFT). He has earned Presidential Fitness Awards in bicycling, weightlifting and marathon running. He continues to take a limited number of clients as a personal trainer and is founder of Papa Power, Inc., a corporation which focuses on nutrition and training for the teenage 14-21 year old age group. Alec makes his home in Las Vegas, Nevada, and is a proud father of a 14 year-old son, David; in whose life he is very involved; particularly as relates to physical fitness training, football, and other athletic endeavors. Mr Grandon is a charter member of the XFL's Las Vegas Outlaws and a team reporter for the fan site of the Las Vegas franchise.
PATRICK PITTMAN, B.S., M.S. DIRECTOR AND CHIEF TECHNICAL OFFICER. Mr. Pittman's background in entrepreneurial management, structural engineering and computer science makes him particularly well suited for managing the Company's diverse array of value-added Internet applications and development projects through an equally diverse and decentralized portfolio of third-party contractors, consultants and other web-design and development firms. Patrick will work closely with the Executive Committee members to set project priorities, budgets, milestones and deliverables, and insure that the Company's wide range of development and production undertakings achieve their objectives on time and on budget.
From 1972 to 1978 Mr. Pittman was Manager of Research and Development for Guaranteed Products, Inc., a firm specializing in custom aluminum construction materials for the Window Wall industry. Moved to Sacramento, California in 1975 to head the aluminum design and manufacturing department for Yancey Company, a manufacturer of aluminum products for the residential and light commercial construction industry. At both venues, developed new manufacturing methods and systems to improve productivity and profitability.
From 1978 to 1983 he was a principal with Diamond International Lumber in Placerville, California, Reno, Nevada, and South Lake Tahoe, California. Worked closely with local building officials to introduce new materials and design concepts such as lightweight concrete roofing tiles, engineered wood and plywood beams, and urethane foam insulation. In 1979 became manager of the Reno and South Lake Tahoe operations and was instrumental in developing new methods that combined inventory control with purchasing systems to maintain fresh and effective inventory levels.
Patrick Relocated to Northern Arizona in 1983 to start a contractor oriented lumber yard in Kingman, Arizona. Expanded to second location in 1984. Developed one of the first PC based applications used to create materials lists and cost estimates in the residential construction industry. Sold lumber business in 1991 to start Computer Data Consultants, now known as The Vegas Idea, Inc. He had an exclusive contract with the True Value Hardware Distribution Center in Kingman, Arizona.
Mr. Pittman has managed the conception, specification, design and development, beta test, and the market roll-out of several management information applications, including a unique employee attendance tracking and payroll system, a PC based inventory management program, and a program to schedule, track, and maintain a fleet of 32 tractors and 45 trailers. As part of his duties, he maintained a network of 25 personal computers, an IBM S/360 mainframe computer and an AS400 mid-range system. Successfully migrated to the RISC/6000 computer platform in 1996 as well as developed a unique inventory control and management system that by 1999 was installed in seven of True Value's seventeen distribution centers across the country.
Patrick is founder and President of The Vegas Idea, Inc., a computer information system design firm. The Vegas Idea creates custom business and data applications as well as custom designed web based applications to cross retail business into on-line web interactive e-commerce success. The firm's current clients include: Judith August Cosmetics, Inc, Earthfirst Naturals, Inc and Toni Rieser Fashions. Consultant to Camelback Hydration Systems. Camelback Hydration Sdfsystems manufactures personal hydration systems for the sports industry and the United States Military. Guided Earthlink through the installation of several peripheral applications to further their abilities as one of the nations largest Internet Service Providers.
Mr. Pittman is a graduate of California State University at Fullerton with a BS degree in Structural Engineering; where he also minored in 19th & 20th Century English Literature, in 1986. He subsequently earned a MS degree in Computer Science from Arizona State University and graduated in the top 5% of his class. Nominated by college faculty to the Who's Who of Students in American Colleges and a member of the Phi Theta Kappa fraternity.
Patrick is proficient in eleven computer programming languages, four operating system platforms, and all current versions of computer networking and communications. Programming includes Visual Basic 4, 5, & 6, C/C++, MS Access, dBase III+, dBase IV, Clipper, Quicksilver, HTML 4.0, Perl, CGI scripting, JavaScript, and XML. Operating systems include DOS (all versions), Windows, and UNIX/AIX. Linux. Patrick makes his home in Las Vegas and maintains an active life style with particularly avid interests in travel, running, golf and involvement in local Las Vegas society.
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SELECTION OF EXECUTIVE COMMITTEE MEMBERS
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Pursuant to appointment by the Board of Directors for the calendar year ending December 31, 2000 and fiscal year ending December 31, 2001, the Executive Committee of the Company are hereby proposed as follows:
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See Fiscal Year 2000 Private Placement Memorandum and Offering Prospectus for more information on these individuals.
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APPOINTMENT OF BOARD OF TRUSTEES PURSUANT TO AMENDED BY-LAWS
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Pursuant to the Company's amended by-laws, as provided herein above under the proposed Plan of Reorganization, and in accordance with Title 8, Subchapter VII, Section 218 of the Delaware Corporation Laws Annotated, the Board of Trustees for the Company is hereby proposed for appointment by the Company's majority shareholders and owners-in-interest on an in-perpetuity basis as follows:
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See Fiscal Year 2000 Private Placement Memorandum and Offering Prospectus for more information on these individuals.
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ADVISORY BOARD
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The Company has historically supplemented its management team with experienced medical practitioners and business executives to assist in developing and executing its operating plans. Advisory Boards serve the Company on a non-fiduciary basis. THE INTERIM BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE ALL ELECTION OF THE COMPANY'S OFFICERS AND DIRECTORS FOR FISCAL YEAR 2001, THE APPOINTMENT OF THE BOARD OF TRUSTEES PURSUANT TO THE COMPANY'S AMENDED BY-LAWS, SELECTION OF THE EXECUTIVE COMMITTEE, ALL PRIOR ACTS OF OFFICERS AND DIRECTORS, AND TO PROVIDE PROPER AUTHORITY TO PROCEED IN THEIR RESPECTIVE SAME CAPACITIES FOR THE FISCAL AND CALENDAR YEAR 2001.
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Proposal #4: RATIFICATION OF MERGERS AND ACQUISITIONS
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Pursuant to the Company's August, 1995 Strategic Plan, as previously approved and amended by management, shareholders, and the Board of Directors, the Company has undertaken a series of Internet-related acquisitions, licenses, and purchases. This strategic method has served to diversify the company's business operations, mitigate the risk to its investors, broaden the Company's product-line portfolio, brand name recognition and service mix, build asset value, change strategic direction, and increase the potential for investment interest. The Company plans to intensify this activity under its proposed Plan of Reorganization. The Interim Board proposes that the shareholders ratify all mergers and acquisitions undertaken and contemplated up to and through December 15, 2000.
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The MED TEL Corporation, AXESS HEALTH, and The VIRTUCARE Corporation
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On February 25, 1997 the Company entered into an Acquisition Agreement to purchase a 100% ownership interest in the assets of The MED TEL Corporation, a privately held State of Delaware corporation, developer of a physician network and producer of healthcare information content for distribution vis-à-vis the Internet for 1,200,000 shares of common stock with a market value at that time of approximately $ 372,000. One of the more significant assets of that company was thehealthchannel.com . On June 10, 1998, the Company entered into an Acquisition Agreement to purchase 80% of the assets of The HEALTH CHANNEL Netcasting Corporation ( now known as AXESS HEALTH ), a privately-held State of Delaware corporation and webcaster of healthcare information for Internet distribution for 3,000,000 shares of common stock with a market value at that time of approximately $ 900,000. On December 30, 1998 the Company entered into an Acquisition Agreement to purchase 80% of the assets of The VIRTUCARE Corporation, a privately-held State of Delaware corporation and developer of virtucare.com for medical provider / patient direct audio and video streaming for 1,500,000 shares of common stock with a market value at that time of approximately $ 375,000. The MED TEL acquisition was approved by the shareholders at a Special Meeting of Shareholders on September 29, 1997. The HEALTH CHANNEL acquisition was approved by the Board of Directors on June 8, 1998. And VIRTUCARE was approved by the Board of Directors on December 1, 1998. On March 2, 1999, by unanimous Special Consent Resolutions of the Board of Directors 3,500,000 of the total restricted shares issued to these companies were pledges by each respectively to be held in trust by BioLogix for purposes of assisting with capital formation, financing and registration of the Company's securities. By same consent resolutions, Mr. Michael Grandon was authorized to open brokerage accounts with the firm of Morgan Stanley Dean Witter to place these assets in trust and provide an audit trail of their asset value. By April, 1999, the market valuation of the Company's Internet healthcare assets approached nearly $ 100 Million; including other acquired properties. All 5,700,000 shares issued to these companies remains on account and the majority-owners-in-interest of these shares has proposed to continue to pledge at least 3,500,000 of these shares as capital assets to the Company during Fiscal Year 2001. All companies were domiciled under new charters as close corporations in the State of Nevada on December 8, 2000.
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The MUSIX Corporation
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On March 3, 1997 the Company entered into a License and Purchase Agreement to purchase a 20% ownership interest in the assets of The MUSIX Corporation, a State of Delaware corporation and producer of music compilation, mixes, sampler, and other music-related programming content for webcasting on the Internet for an amended total of 600,000 shares with a market value of approximately $ 186,000 at that time. MUSIX also holds an extensive domain estate and a series of "channels" which focuses not only on music and entertainment markets, but also education, health, art, children's programming, business and politics (e.g., themusicchannel.net, theeducationchannel.com, the childrenschannel.com, theartchannel.net, healthbroadcasting.com, ) among others. MUSIX is expected to divest many of its non-entertainment properties to The AXESS MEDIA Group, Ltd., as a strategic partner, within the 2001 fiscal year. As part of the consideration for the License and Purchase Agreement, MUSIX issued to BioLogix 1,000,000 shares and on September 8, 1998 the Company announced that these shares would be distributed to the BioLogix shareholders as a declared dividend. On August 25, 1998 the Company entered into a Reorganization Agreement with The IQ NOW Corporation, a New Mexico corporation to sell MUSIX. And on October 2, 1998, a Spin-Off Agreement was entered into between MUSIX and the Company which provided for MUSIX to exercise it spin-off rights as a separate public company. Following the conversion of over 90% of the BioLogix shares to Thehealthchannel.com, Inc. (THCH, formerly THCL) on or about November 30, 1999, and the subsequent dispute and settlement between Mr. Grandon and THCL, these share shall be distributed to the shareholders of THCH; subject to their distribution by the appropriate transfer agent and regulatory authority. On December 7, 2000, MUSIX was domiciled under a new corporate charter in the State of Nevada with an authorized capital structure of 100,000,000 shares. MUSIX currently as 5,000,000 issued and outstanding common shares. As effective December 15, 2000, the Interim Board proposes to exercise the Company's option under the original agreement with MUSIX, and by mutual consent of the parties, to acquire an additional 20% ownership interest, for a total 40% ownership interest in MUSIX for one million (1,000,000) newly issued common shares. See Securities Ownership and Principal Shareholders.
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The VOTRON Corporation
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As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of The VOTRON Corporation, a State of Nevada privately-held open corporation and producer of Internet-based election systems for conducting on-line voting, referendums and polling, in exchange for 1,500,000 shares of its common stock at a current market value of approximately $ 180,000. See Securities Ownership and Principal Shareholders. The agreement also provides for the option by the Company to purchase up to a 40% interest in VOTRON and a significant share of revenues without the necessity of making a firm funding commitment. The Company's strategic partnership with VOTRON, as well as VOTRON's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders. The Company has made 2 announcements about this matter during the contested 2000 Presidential Elections.
Among VOTRON's Internet assets are the domains of homeballotbox.com and voter.net. VOTRON seeks to commence pilot test, market launch and distribution of its election systems on or before the 2002 mid-term elections. Current market conditions and research indicate an extremely high potential for on-line "teledemocracy" products and services which VOTRON proposes to offer to a large number of political jurisdictions both domestically and abroad. More announcements are expected.
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AXESS MEDIA, Inc.
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As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire a 40% ownership interest in the assets of AXESS MEDIA, Inc, a privately-held State of Delaware close corporation and producer of Internet-based television style programming through its private network, The AXESS Network, in exchange for 1,500,000 shares of common stock at a current market value of approximately $ 180,000. See Securities Ownership and Principal Shareholders. The agreement also provides for the option by the Company to purchase up to a 50% interest in AXESS MEDIA and a significant share of revenues without the necessity of making a firm funding commitment. An ownership interest in AXESS MEDIA, Inc. is also held by The AXESS MEDIA Group, Ltd., one of the Company's other proposed strategic partners. The Company's strategic partnership with AXESS MEDIA, as well as AXESS MEDIA's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders. The Company expects to make further announcements following the Annual Meeting.
Among AXESS MEDIA's Internet assets is axessmedia.com and axessTV.com. AXESS MEDIA expects to launch a number of family-oriented programs and channels on axessTV during the 2001 and 2002 fiscal years. Current market conditions and research indicate an extremely high potential for on-line products and services which AXESS MEDIA proposes to offer to both consumers and producers within an innovative consumer to consumer ("C to C") and peer to peer video and audio streaming Internet environment.
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AXESS INSURANCE Corporation
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As effective December 15, 2000, the Interim Board of Directors proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of Corporation, a State of Delaware close corporation and developer of an Internet-based paperless insurance company, in exchange for 350,000 shares of common stock at a current market value of approximately $ 42,000. The agreement also provides for the option by the Company to purchase up to a 40% interest in AXESS Insurance and a share of revenues for an additional funding commitment. The Company's strategic partnership with AXESS Insurance, as well as AXESS Insurance's business strategy and affairs remains as yet highly confidential. Among AIC's assets is axessinsurance.com. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders.
Current market conditions and research indicate a very high potential for on-line products and services which AXESS Insurance proposes to offer within the insurance industry. More announcements are expected.
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HIGHER WEALTH, LLC
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As effective December 15, 2000, the Interim Board proposes to ratify a Purchase Agreement to acquire at least a 20% ownership interest in the assets of HIGHER WEALTH, LLC, a State of Nevada limited liability corporation and producer of Internet-based charitable giving products and services, in exchange for 200,000 shares of common stock at a current market value of approximately $ 24,000. The agreement also provides for the option by the Company to purchase up to a 40% interest in HIGHER WEALTH and a significant share of revenues in exchange for additional funding. The Company's strategic partnership with HIGHER WEALTH, as well as HIGHER WEALTH's business strategy and affairs remains as yet highly confidential. The deal is subject to shareholder approval and further details will be made available before the proposed March 31, 2001 Special Meeting of Shareholders.
Among HIGHER WEALTH's Internet assets is higherwealth.com and the "myfoundation" business model. HIGHER WEALTH seeks to enter a unique market niche for personal and institutional charitable giving. Current market conditions and research suggest there is indeed a rather undeveloped market niche for such on-line products and services. The Company expects to enter the market slowly to ascertain actual need and revenue potential. More announcements are expected.
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The AXESS MEDIA GROUP, Ltd. and BIOLOGIX (B.C.), Ltd. ("AXESS Ventures")
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As effective December 15, 2000, the Interim Board of Directors proposes to ratify the merger of The AXESS MEDIA Group, Ltd. , a State of Nevada privately-held open corporation and BioLogix (B.C.), Ltd., the Company's Canadian predecessor, which was dissolved as a British Columbia corporation, and domiciled in Nevada as a close corporation doing business as AXESS Ventures. Over an estimated 95% of all prior BioLogix (B.C.), Ltd. shareholders have been converted or transferred into the shares of BioLogix International, Ltd. and into the shares of Thehealthchannel.com, Inc. by each Company's respective transfer agents. The number of remaining BioLogix (B.C.), Ltd. shareholders is not fully known and a call for registration of all such shareholders is expected as a precursor to its proposed merger with The AXESS MEDIA Group, Ltd. Due to the large number of shares held and set aside for BioLogix (B.C.), Ltd. under the Company's prior April 29, 1992 Acquisition Agreement and Plan of Reorganization, BioLogix International, Ltd. shareholder approval is advised before any merger can take place. Continental Stock Transfer & Trust reports 7,226,450 are currently held by BioLogix (B.C.), Ltd. The proposed merger with The AXESS MEDIA Group, Ltd. may provide for an expedited registered offering and sale of its securities.; resulting in the formation of The AXESS MEDIA Group, Ltd. as the Company's financing arm. The AXESS MEDIA Group, Ltd. currently has 100,000,000 authorized shares and 2,000,000 issued and outstanding. Under the proposed merger, The AXESS MEDIA Group, Ltd. would undertake to either: a) enter into a subsequent merger with BioLogix International, Ltd, resulting potentially in a name and trading symbol change for the Company ( e.g., "The AXESS MEDIA Group, Ltd." or simply "AXESS MEDIA" and a trading symbol of "AXMG" , "AMGP", etc. ) as a then consolidated surviving entity; or b) enter into a merger acquisition arrangement with a third-party 34 Act fully reporting "shell" company pursuant to a subsequent merger with BioLogix under a registered offering. Any merger with BioLogix International will be subject to shareholder approval. Further details about any proposed merger with BioLogix will be provided before the March 31, 2001 Special Meeting.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO RATIFY THE ALL MERGERS AND ACQUISITIONS SET FORTH IN THIS PROXY STATEMENT AND TO APPROVE THE STOCK OWNERSHIP AND ASSET CAPITALIZATION SPECIFIED WITHIN THE TERMS OF AGREEMENT FOR EACH COMPANY.
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SECURITY OWNERSHIP AND PRINCIPAL SHAREHOLDERS
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The following table sets forth information relating to the beneficial ownership of Company common stock by those persons beneficially holding more than 5% of the Company's common stock ("control persons"), by the Company's directors and executive officers, by predecessor and subsidiary companies, and by all of the Company's directors and executive officers as a group as of December 15, 2000. The Company has only one class of common stock and there are no preferred stock holdings.
The security ownership of certain beneficial owners and management below represents an amount and percentage of the approximately 34,770,934 outstanding shares of the Company as of December 15, 2000. The security ownership reported does not include options or warrants held by any officers, directors, control persons, and/or third parties which have not been exercised their options on or before the close of business September 30, 1997. Individuals or entities who have not exercised such options cannot vote their shares and such holdings are not considered as issued and outstanding until such time as they have been issued. See Incentive Stock Option Plan. The table does not reflect the proprietary ownership of Mr. Michael Grandon as relates to certain of the companies listed. Mr. Grandon is a principal shareholder and control person of BioLogix (B.C.), Ltd., The MED TEL Corporation, AXESS Health, The VIRTUCARE Corporation, The MUSIX Corporation, AXESS MEDIA, Inc., The VOTRON Corporation, and Higher Wealth, LLC. The security ownership of each of these companies has received prior Board of Directors and shareholder approvals, was acknowledged by the August 31, 2000 Settlement Agreement and Release between Mr. Grandon and Thehealthchannel.com, Inc., is supported by bona-fide brokerage account statements for each company pursuant to March 2, 1999 Consent Resolutions by the BioLogix International, Ltd. Board of Directors, and is included in the Company's calculation of shares held by these firms.
The estimated 10,363,257 shares held by "all other shareholders" as noted below is derived from a shareholder list provided to the Company by Continental Stock Transfer and Trust Company, of New York, BioLogix former transfer agent, as of September 21, 2000. The Company cannot warrant that this list is accurate; such that the actual holdings of these other non-controlling shareholders may vary. Following the Annual Meeting, and prior to the selection of a new transfer agent for the Company's securities, the Company plans to call for a registration of all shareholders for accuracy of reporting and audit purposes. One million (1,000,000) shares which was purported to be held by the Company's former legal counsel, Horwitz & Beam, is not included in the Company's calculation of its currently issued and outstanding shares; as no known authority was provided for the issuance of such shares. Pursuant to the August 31, 1999 Settlement Agreement and Release, the remaining BioLogix International, Ltd. shareholdings of all former officers and directors of BioLogix International, Ltd., including Dr. Bodai, Dr. Berg, Mr. Don Shea, Mr. Tom Lonergan, and Dr. Joe Song were to have been converted into the shares of Thehealthchannel.com, Inc. on or before their resignations from the Company's Board of Directors effective August 31, 2000; which should result in a downward adjustment of the total shares held by these individuals as well as "all other shareholders" as reported by an amended Continental Stock Transfer & Trust Company list.
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