UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
MED GEN, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
[ ] 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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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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DEFINITIVE PROXY STATEMENT
DATED APRIL 19th, 2006
Med Gen, Inc.
7284 West Palmetto Park Road, Suite 207
Boca Raton, FL 33433
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 29th, 2006
Dear Stockholders:
You are cordially invited to attend our annual meeting of
stockholders on May 29th, 2006 at 11:00 a.m. local time at our
corporate headquarters, located at 7284 West Palmetto Park Road,
Suite 207, Boca Raton, FL 33433
The purpose of this special meeting is to consider and vote
on the following matters:
A proposal to amend our Restated Certificate of Incorporation to
increase the authorized capital stock of Med Gen, Inc. from 500,000,000
shares to 2,500,000,000 shares, consisting of 2,495,000,000 shares of
common stock and 5,000,000 of preferred stock, which Certificate of
Amendment was approved by the Board of Directors on March 31st,2006;
and such other business as may properly come before the special meeting,
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 17th,
2006 as the record time for determining which stockholders are entitled to
notice of, and to vote at, this special meeting, or any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO
FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT TO US USING
THE SELF ADDRESSED STAMPED ENVELOPE PROVIDED.
By Order of the Board of Directors,
Paul Mitchell
President, COO and Member of the
Board of Directors
Boca Raton, Florida
April 19, 2006
TABLE OF CONTENTS
Page
----
QUESTIONS AND ANSWERS ABOUT THE MEETING........................... 1
SECURITY OWNERSHIP................................................ 4
PROPOSAL 1: APPROVING THE AMENDMENT TO OUR RESTATED
CERTIFICATE OF INCORPORATION.................................... 4
Introduction.................................................... 4
Description of the Common Stock, Warrants, Convertible
Securities and Convertible Notes.............................. 7
Principal Reasons for Increasing the Number of Authorized
Shares of Common Stock.......................................... 8
Vote Required................................................... 9
Recommendation of the Board..................................... 9
OTHER MATTERS..................................................... 9
ANNUAL AND QUARTERLY REPORT....................................... 10
EXHIBIT A - Certificate of Amendment to the Med Gen, Inc. Restated
Certificate of Incorporation
EXHIBIT B - Med Gen, Inc.'s Annual Report on Form 10-KSB for the
Fiscal Year Ended September 30, 2005.
EXHIBIT C - Med Gen, Inc.'s Quarterly Report on Form 10-QSB for
the Period Ended December 31st, 2005 {1st quarter}.
EXHIBIT D - Settlement Agreement between Global Healthcare
Laboratories, Inc. and Med Gen, Inc.
MED GEN, INC.
7284 West Palmetto Park Road, Suite 207
Boca Raton, FL 33433
DEFINITIVE PROXY STATEMENT
DATED APRIL 19th, 2006
This proxy statement is being furnished to you in connection
with the solicitation by the Board of Directors of proxies for use
at our special meeting of stockholders scheduled for MAY 29th, 2006
at our corporate headquarters, located at 7284 West Palmetto Park Road,
Suite 207, Boca Raton, FL 33433 at 11:00 a.m. local time, and any
adjournment thereof. This proxy statement, and the accompanying proxy
card, are first being mailed to stockholders on or about April 28th, 2006.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
The purpose of the special meeting is to consider and vote upon the
following matters:
A proposal to amend our Restated Certificate of Incorporation to increase
the authorized capital stock of Med Gen, Inc. (the "Company") from
500,000,000 shares to 2,500,000,000 shares, consisting of 2,495,000,000
shares of common stock and 5,000,000 shares of preferred stock, which
Certificate of Amendment was approved by the Board of Directors on
March 31st, 2006 and such other business as may properly come before
the special meeting or any adjournment thereof.
WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
You are receiving this proxy statement and the enclosed proxy card because
the Board of Directors is soliciting your proxy to vote your shares of
common stock at the special meeting. To assist you in your decision-making
process, this proxy statement contains pertinent information about us, the
special meeting and the proposal to be considered.
WHEN AND WHERE WILL THE MEETING BE HELD?
The special meeting of stockholders will be held at our corporate
headquarters, located at 7284 West Palmetto Park Road, Suite 207,
Boca Raton, FL 33433 on May 29th, 2006 at 11:00 a.m. local time.
WHO IS ENTITLED TO NOTICE OF AND TO VOTE AT THE SPECIAL MEETING?
All stockholders of record at the close of business on April 17th, 2006
are entitled to notice of, and to vote at, the special meeting. Each share
of our common stock entitles its holder to one vote on each matter properly
submitted to stockholders. On the record date, there were (i) 44,381,727
outstanding shares of our common stock, held by a total of approximately
1500 stockholders and no shares of preferred stock outstanding.
HOW DO I VOTE?
By properly completing, signing and returning the enclosed proxy card, your
shares will be voted as directed. If no directions are specified on your
properly signed and returned proxy card, your shares will be voted for the
proposal set forth below, and with regard to any additional matters that
come before the special meeting, in the discretion of the persons named as
proxies. If you are a registered stockholder, that is, if you hold your
shares of stock in certificate form, and you attend the meeting, you may
either mail in your completed proxy card or deliver it to us in person. If
you hold your shares of stock in "street name," that is, if you hold your
shares of stock through a broker or other nominee, and you wish to vote in
person at the special meeting, you will need to obtain a proxy card from the
institution holding your stock.
CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?
No. At the present time we have not established procedures for telephonic
or electronic voting. We may establish such procedures in the future, should
we determine that their added convenience justifies their additional cost.
At this time, you may only vote by returning a properly executed proxy card,
or voting in person at the special meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that you have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all of
your shares are voted.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after submitting your proxy card, you can revoke it and/or change
your vote prior to the special meeting. To revoke or change your vote prior
to the special meeting, simply (i) file a written notice of revocation with
our secretary, (ii) send us a duly executed proxy card bearing a later date
than the prior one submitted or (iii) attend the special meeting and vote
in person. Please note, however, that while the giving of a proxy does not
affect your right to vote in person at the special meeting, attendance alone
will not revoke a previously granted proxy.
WHAT IS A "QUORUM"?
A quorum is the number of people required to be present before a meeting
can conduct business. Pursuant to our Bylaws, the presence at the special
meeting of at least a majority of the outstanding shares of our capital
stock (22,190,865 shares) as of the record date, whether in person or by
proxy, is necessary for there to be a "quorum." If you submit a properly
executed proxy card, even if you abstain from voting, you will be considered
part of the quorum. Shares represented by broker "non-votes" will also be
considered part of the quorum.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
Approval of the proposal to amend our Restated Certificate of Incorporation
to increase the authorized capital stock of the Company from 500,000,000
to 2,500,000,000, consisting of 2,495,000,000 shares of common stock and
5,000,000 shares of preferred stock, as approved by the Board of Directors
on March 31st, 2006, requires the affirmative vote of a majority of the
issued and outstanding shares of our common stock.
Properly executed proxy cards marked "ABSTAIN" and broker "non-votes"
will not be voted. Accordingly, abstentions and broker "non-votes" are
tantamount to negative votes.
WHAT IS THE BOARD OF DIRECTORS' RECOMMENDATION?
The Board of Directors recommends that you vote for the amendment to the
Certificate of Amendment to the Restated Certificate of Incorporation
increasing the authorized capital stock from 500,000,000 shares to
2,500,000,000 shares, consisting of 2,495,000,000 shares of common stock
and 5,000,000 shares of preferred stock, which Certificate of Amendment
was approved by the Board of Directors on March 31st, 2006.
Unless otherwise instructed, the shares of stock represented by your signed
and returned proxy card will be voted in accordance with the recommendations
of the Board of Directors. With respect to other matters that may properly
come before the special meeting, the proxy holder(s) will vote in accordance
with the Board of Directors' recommendations or, if no recommendation is
given, at their discretion.
WHO IS PAYING THE COST FOR THIS PROXY SOLICITATION AND HOW IS THE
SOLICITATION PROCESS BEING CONDUCTED?
We will pay the costs associated with this proxy solicitation. We do not
anticipate that such costs will exceed those normally associated with
similar proxy solicitations. We will also, upon request, reimburse brokers,
banks and similar organizations for reasonable out-of-pocket expenses
incurred in forwarding these proxy materials to clients.
In addition to soliciting of proxies through the mail, our directors and
employees may solicit proxies in person, by telephone or other electronic
means. None of our directors or employees will receive additional
compensation for any such efforts.
DO I HAVE DISSENTER'S RIGHTS?
No. The action proposed to be taken at the special meeting does not entitle
dissenting stockholders to any appraisal rights under the Nevada Revised
Statutes.
WHEN ARE STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
STOCKHOLDERS DUE?
For stockholder proposals to be considered for inclusion in the proxy
statement for our next annual meeting, they must be submitted to us in
writing, within a reasonable time before we begin printing and mailing
our annual meeting proxy materials. We have not yet set the date for our
next annual meeting. Please note, however, that all proposals submitted
must comply with applicable laws and regulations and follow the procedures
set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended,
to be considered for inclusion in our proxy materials.
HOW DO I OBTAIN MORE INFORMATION ABOUT US?
We file annual, quarterly and special reports and other information
with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these documents at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at (800)-SEC-0330 for further information. Copies of this
material may also be obtained from the SEC's web site at
HTTP://WWW.SEC.GOV, by contacting our chief financial officer
at (561) 750-1100 or by writing to us at 7284 West Palmetto Park Road,
Suite 207, Boca Raton, FL 33433.
SECURITY OWNERSHIP
The following table sets forth information concerning ownership
of our common stock and preferred stock, as of the record date, by
(i) each person known to be the beneficial owner of more than five
percent of our outstanding common stock and preferred stock, (ii) each
director and executive officer required to be named hereunder and
(iii) all of our directors and executive officers as a group. Unless
otherwise indicated, we believe that each stockholder has sole voting
power and dispositive power with respect to the shares of capital stock
beneficially owned by him.
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Common Stock Percentage
Beneficially Owned Owned
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Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL 33065 10,213,685 (1) 23.01%
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Paul S. Mitchell
7284 W. Palmetto Pk Rd
Boca Raton, FL 33433 178,680 (1) 0.0040%
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A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after the record date upon
the exercise of options and warrants and the conversion of convertible
securities. Each beneficial owner's percentage ownership is calculated
under the assumption that all options, warrants or convertible securities
held by such person (but not those held by any other person) that are
currently exercisable or convertible (i.e., that are exercisable or
convertible within 60 days after the record date) have been exercised
or converted.
(1) Reflects the 20:1 reverse split approved on September 7, 2005
APPROVING THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION
Introduction
On March 31st, 2006, the Board of Directors of the Company
approved an amendment to our Restated Certificate of Incorporation
increasing the authorized capital stock of the Company to 2,500,000,000
from 500,000,000.
The stockholders are being asked to approve this proposed amendment.
The shares of the Company's common stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights. If
approved by the stockholders, Article 4 of the Company's Restated
Certificate of Incorporation would be amended to provide as follows:
The amount of the total authorized capital stock of
this corporation is 2,500,000,000 shares, consisting of
2,495,000,000 shares of common stock and 5,000,000 shares
of preferred stock with a par value of $.001 per share.
Such shares are nonassessable.
Description of the Common Stock, Warrants, Convertible Debentures and
Convertible Notes.
Except as to certain matters discussed below or as proscribed
by applicable law, the holders of shares of the capital stock of the
Company vote together as a single class. The holders of our capital
stock do not have cumulative voting rights, which means that the holders
of more than 50% of the outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will
not be able to elect any of our directors.
Description of the Common Stock
Prior to filing the proposed Certificate of Amendment which will
increase our authorized capital stock to 2,500,000,000 shares if approved
by the shareholders, we were authorized to issue up to 500,000,000 shares
of capital stock, consisting of up to 495,000,000 shares of common stock
and up to 5,000,000 shares of preferred stock. There are presently
44,381,727 shares of common stock outstanding.
The holders of common stock: (i) have equal ratable rights to dividends
from funds legally available if and when declared by our Board of Directors
after all accrued but unpaid dividends have been paid to the holders of
the outstanding capital stock ranking senior to the common stock as to
dividends; (ii) are entitled to share ratably in all of our assets
available for distribution to the holders of common stock upon liquidation,
dissolution or winding up of our affairs; and (iii) do not have preemptive,
subscription or conversion rights, and there are no redemption or sinking
fund provisions or rights.
Principal Reasons for Increasing the Number of Authorized Shares of Common
Stock.
The Company does not have sufficient liquidity to finance its
operations and has used its common stock to pay for goods, services and
to repay certain debts. The Board of Directors of the Company believes
that it is advisable and in the best interests of the Company to have
additional authorized but unissued shares of common stock available in
an amount adequate to provide for the future needs of the Company. The
additional shares will be available for issuance from time to time for a
stock split or dividend, raising capital through the sale of common stock
and attracting and retaining valuable employees by issuing additional
stock options. Furthermore the Company must file a registration statement
to cover loans in the amount of $1,700,000.00 which has been already
funded to the Company by its lender and future commitments to fund in the
amount of $1,450,000.00.
Additionally, the Company has immediate or potential obligations to
issue additional shares as follows:
(a) On March 31, 2005, the Company entered into an agreement
with NIR Group, a New York-based investor group, whereby the
investment group would invest $1,540,000 in the Company. The
terms of the agreement state that the Company may be required
to issue up to 171,111,111 shares of common stock based on a
variable conversion price. The Company filed a Registration
Statement to cover the share issuance. It went effective on
August 12th, 2005. This registration covered the $1,540,000.
(b) On August 31st, 2005 the Company received an additional
$500,000 dollars under the same terms and conditions as the
prior financing except that the floor conversion price was
lowered from .09 to.04 cents.
(c) On October 31, 2005 the Company received an additional
$600,000 dollars under the same terms and conditions as the
prior financing except that the floor conversion price was
lowered from .09 to.04 cents.
(d) On February 27th, 2006, the Company received an additional
$600,000 dollars under the same terms and conditions as the
prior financing except that the floor conversion price was
lowered from .09 to .04 cents.
(e) On April 1, 2006 the Company executed a Settlement Agreement
which requires the registration of 15,000,000 common shares
to the settling parties. These shares will be subject to the
Rule 144 regulations of the Securities Act.
The Company was required to reserve in excess of 500,000,000
shares for this additional Registration and only has approximately
200,000,000 unissued authorized shares left in the treasury. The
Company must increase its authorized shares to comply with the
contractual obligations with its funding group.
The issuance of the additional shares of capital stock will have the
effect of diluting earnings per share, if any, and book value per share,
which could adversely affect the Company's existing stockholders. Issuing
additional shares of capital stock may also have the effect of delaying or
preventing a change of control of the Company. The Company's authorized
but unissued capital stock could be issued in one or more transactions
that would make more difficult or costly, and less likely, a takeover of
the Company. The ratification of the Certificate of Amendment to the
Company's Restated Certificate of Incorporation is not being recommended
in response to any specific effort of which the Company is aware to obtain
control of the Company, and the Board of Directors has no current intention
to use the additional shares of capital stock in order to impede a takeover
attempt. Finally the Company does not expect to issue any additional shares
under any other newly authorized plans.
Vote Required
The affirmative vote of the holders of a majority of our outstanding
capital stock is required to amend our Restated Certificate of Incorporation.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
OTHER MATTERS
The Board of Directors does not know of any matter, other than the
proposals described above that may be presented for action at the special
meeting. If any other matter or proposal should be presented and should
properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter or proposal in accordance
with their best judgment.
ANNUAL AND QUARTERLY REPORT
All stockholders of record as of the record date are being sent
herewith a copy of the Company's (i) Annual Report on Form 10-KSB for
the year ended September 30, 2005, which contains certified financial
statements of the Company for the year then ended and (ii) Quarterly
Report on Form 10-QSB for the first quarter ended December 30th, 2005.
(iii) Settlement Agreement between the Company and Global Healthcare
Laboratories, Inc.
This Proxy incorporates by reference the Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results
of Operations contained in such reports.
Appendix A
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DEFINITIVE PROXY STATEMENT
DATED APRIL 19th, 2006
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF
MED GEN, INC.
Proxy - Annual Meeting of Stockholders
MAY 29TH, 2006
The undersigned, a holder of common stock of Med Gen, Inc., a Nevada
corporation (the "Company"), does hereby appoint [ ] and [ ], and each of
them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of common stock or preferred stock of the
Company that the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held
at 11:00 a.m., local time, MAY 29th, 2006 at the corporate headquarters
of the Company, located at 7284 West Palmetto Park Road, Suite 207, Boca
Raton, FL 33433 or at any adjournment or adjournments thereof.
This proxy will be voted in accordance with any directions given herein.
Unless otherwise specified, this proxy when executed and returned to the
Company will be voted to approve the proposed amendment to the restated
certificate of incorporation.
1. To approve the proposed amendment to the Restated Certificate
of Incorporation to increase the authorized shares of capital
stock of the Company from 500,000,000 to 2,500,000,000 consisting
of 2,495,000,000 shares of common stock and 5,000,000 shares of
preferred stock.
FOR [___] AGAINST [___] ABSTAIN [___]
2. To approve the Board of Directors to a term of five years.
FOR [___] AGAINST [___] ABSTAIN [___]
NOTE: Your signature should appear the same as your name appears hereon.
If signing as attorney, executor, administrator, trustee or guardian,
please indicate the capacity in which you are signing. When signing as
joint tenants, all parties in the joint tenancy must sign. When a proxy
is given by a corporation, it should be signed by an authorized officer.
Signature:___________________________ Date: _____________, 2006
Signature:__________________________ Date: _____________, 2006