The Company was incorporated as a Nevada corporation on August 26, 1986 as P.R. Stocks, Inc. On February 26, 1992, the Company changed its name to National Health & Safety Corporation. On November 12, 1992, the Company changed its name to Medgain International Corporation. On June 20, 1994, the Company changed its name to E-Rex, Inc. On February 20, 1999, the Company entered into a merger agreement with Plantech Communications Systems, Inc. ("Plantech"), a privately held British Columbia, Canada, Corporation. Plantech was a development stage enterprise in the software, computer and Internet area. From its inception in 1992, Plantech had no revenues. Under the terms of the merger agreement, Plantech shareholders received one share of the Company's common stock for each outstanding share of Plantech stock. The Company issued 8,137,616 shares of its common stock in exchange for all the Plantech common shares outstanding as of February 20, 1999. Plantech's results of operations are included in the Company's statement of operations from the date of merger, February 20, 1999,forward.
The Company is authorized to issue a total of 100,000,000 shares of its capital stock (Common Stock), par value $.001 per share.
The Company's principal offices are located at 8890 Coral Way, #220 Miami, Fl 33165 and its telephone number at such address is (305) 554-9903.
Recent Developments
The Swartz Transaction
On or about December 22, 2000, we entered into an investment agreement with Swartz Private Equity, LLC. Under the Swartz investment agreement, also referred to as an equity line, we have the option to sell, or "put," up to $15 million of our common stock to Swartz, subject to a formula based on stock price and trading volume, over a three year period beginning on the effective date of the registration statement, of which this prospectus is a part. In addition, we issued to Swartz a warrant to purchase 2,700,000 shares of our common stock at an initial price of $0.50 per share, subject to adjustment.. We may issue additional warrants to Swartz under the terms of the Swartz investment agreement. We describe this transaction in more detail under the caption "The Swartz Investment Agreement."
E-Rex, Inc. Page 6 of 55
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The Offering
By means of this prospectus, the selling shareholders are offering for sale up to 42,846,167 shares of our common stock. We are required under our contract with Swartz to initially register at least 30 million shares . We have elected to register 32,700,000 million shares, currently, which amount may need to be increased through filing additional registration statements in the future in order for us to access the full amount available under our contract with Swartz. The selling shareholders may sell the common stock at prices and on terms determined by the market, in negotiated transactions and through underwriters.
Securities Offered An aggregate of 42,846,167 shares of Common Stock.
Common Stock outstanding before offering 23,642,146 shares of Common Stock
Common Stock outstanding after offering 64,059,146 shares of Common Stock
Offering Put Options As part of the securities offered and registered
hereby, the Company has entered into a put option
investment agreement whereby the Company, at its
option, may put shares of its Common Stock to Swartz
Private Equity, LLC up to an aggregate amount of
$15,000,000. This is referred to as the Company's put
option to Swartz. See the Investment Agreement at
Exhibit 10.1
Risk Factors The securities offered hereby involve a high degree
of risk. Prospective investors should carefully
consider certain risk factors relating to an
investment in the Company. See "Risk Factors."
NASDAQ Symbol Common Stock - EREX
Market for Common Stock The Company Common Stock trades in the over-the-counter
market on the OTC Bulletin Board maintained by the
NASD.
Registration Rights The Company has agreed to provide certain registration
rights, including shelf registration and piggyback
rights, to Swartz Private Equity, LLC. The securities
offered hereby shall be offered as a shelf
registration as set forth under Rule 415 of the
Securities Act of 1933, as amended, and as agreed upon
in the Registration Rights Agreement between Swartz
and the Company. Said rights are set forth in the
Investment Agreement and Registration Rights Agreement
at Exhibit(s) 10.1 and 10.2 respectively.
Resales by Selling Shareholders This Prospectus relates to Common Shares being registered
on behalf of Selling Security Holders. The Company
will not receive any
E-Rex, Inc. Page 7 of 55
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cash or other proceeds in connection with the
subsequent sale. However, the Company will receive
proceeds from any sales of shares to Swartz under our
put option and upon the cash exercise of warrants held
by Swartz. The Company is not selling any Common
Shares on behalf of Selling Security Holders and has
no control or affect on these Selling Security
Holders. See "Selling Security Holders."
Absence of Dividends; Dividend Policy To date, the Company has not paid dividends on its
Common Stock and does not anticipate paying dividends
on its Common Stock in the foreseeable future. Payment
of dividends is subject to review by the Company's
Board of Directors from time to time in light of,
among other things, the Company's earnings and
financial position. See "Risk Factors."
Transfer Agent Nevada Agency and Trust Company of 50 West Liberty St,
Suite 880, Reno, NV 89501 is the Transfer Agent for
the Company's securities.
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