PROPOSAL 1 AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL
GENEMAX CORP filed this DEFA14A on 03/26/2004
Description of Securities
Common Stock
As of the date of this Proxy Statement, the Company is authorized to issue 50,000,000 shares of Common Stock, $0.001 par value, of which 20,103,875 were issued and outstanding at March 29, 2004. Holders of Common Stock are entitled to dividends, pro rata, when, as and if declared by the Board of Directors out of funds available therefor. Holders of Common Stock are entitled to cast one vote for each share held at all stockholder meetings for all purposes, including the election of directors. The holders of 33% of the Common Stock issued and outstanding and entitled to vote, present in person or by proxy, constitute a quorum at all meetings of stockholders. The vote of the holders of a majority of Common Stock present at such a meeting will decide any question brought before such meeting. Upon liquidation or dissolution, the holder of each outstanding share of Common Stock will be entitled to share equally in the assets of the Company legally available for distribution to such stockholder after payment of all liabilities. Holders of Common Stock are not granted any preemptive, subscription, redemption rights or registration rights. All outstanding shares of Common Stock are fully paid and non-assessable.
Preferred Stock
As of the date of this Proxy Statement, the Company is authorized to issue 5,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are currently outstanding. Holders of Preferred Stock are not entitled to any voting rights.
Board of Director Approval and Authorization
Effective December 31, 2003, the Board of Directors of the Company unanimously approved the increase of authorized shares of Common Stock from 50,000,000 to 300,000,000 shares. The Company will, if approved by the Shareholders of the Company, file Articles of Amendment to amend the Articles of Incorporation increasing the authorized shares of Common Stock of the Company.
The Board of Directors approved the increase in the authorized number of shares of Common Stock to enable the Company to honor exercises of all currently existing Stock Options or other rights to acquire shares of Common Stock and to make available additional shares for issuance for general corporate purposes, including financing activities, without the requirement of further action by the Shareholders of the Company. The Board of Directors considered potential uses of additional authorized shares of Common Stock, which may include seeking of additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements, or for other general corporate purposes. Increasing the authorized number of shares of the Common Stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense of delay of seeking approval from the Shareholders. The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the Company's best interests and in the best interests of the Shareholders of the Company. The shares of Common Stock do not carry any pre-emptive rights to purchase additional shares. The adoption of the Amendment to the Articles of Incorporation will not of itself cause any changes in the Company's capital accounts.
Purpose of the Amendment to the Articles of Incorporation
Under the Company's Articles of Incorporation as presently in effect, the Company has 50,000,000 shares of authorized Common Stock. As of the mailing date of this Proxy Statement, 20,103,875 shares of the Company's Common Stock were issued and outstanding. There are approximately 6,493,191 Stock Options and warrants outstanding that are exercisable for an aggregate of 6,493,191 shares of Common Stock for which shares have not been reserved. The immediate purpose of the Amendment to increase the shares of authorized Common Stock is to make available a sufficient number of shares of Common Stock to permit the Company further latitude to negotiate and arrange larger scale funding initiatives under consideration.
The Company may also in the future enter into strategic joint ventures or other collaborative business arrangements with licensees, supplies, distributors and other parties with whom the Company may do business. Such transactions may involve an equity investment in the Company or the issuance of Stock Options, warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock. The Company may undertake additional equity financing through a public offering or private placement of Common Stock or other securities, including debt securities, convertible into or exercisable or exchangeable for shares of Common Stock. The authorization of additional shares of Common Stock pursuant to the Amendment will permit the Company to seek such additional equity financing when an if market conditions are advantageous without the delay and uncertain inherent in obtaining future shareholder approval for the authorization of additional shares of Common Stock in order to permit such financing. For example, the cost, prior notice requirement and delay involved in obtaining shareholder approval at the time that a transaction may become desirable could make it difficult or impossible to effect the transaction. The additional shares of Common Stock, together with other authorized and unissued shares, generally would be available for issuance without any requirement for further Shareholder approval, unless Shareholder action is required by applicable law or by the rules of the stock exchange on which the Company's securities may then be listed.
Effect of Amendment to Articles of Incorporation
The increase in the authorized shares of Common Stock will not have any immediate effect on the rights of existing Shareholders. However, the Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the Shareholder of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the existing Shareholders' percentage equity ownership and, depending upon the price at which such shares of Common Stock are issued, could be dilutive to the existing Shareholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock.
One of the effects of the Amendment, if adopted, however, may be to enable the Board of Directors to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (including private placements) in which the number of the Company's outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the Shareholders of the Company might view as desirable. In addition, since the Company's Shareholders have no preemptive rights to purchase additional shares of Common Stock issued, the issuance of such shares could dilute the interests of current Shareholders of the Company.
The proposed Articles of Amendment to Articles of Incorporation, attached hereto as Appendix A, will become effective when they are filed with the Nevada Secretary of State. The Company anticipates that such filing will occur after the increase in authorized capital is approved by the Shareholders.
OTHER MATTERS
Except for the above-noted matter, the Board of Directors does not intend to bring any other matters before the Special Meeting and does not know of any matters which will be brought before the Special Meeting by others.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHODLERS ARE URGED TO VOTE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one copy of this proxy statement will be delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the Shareholders.
Upon written or oral request, we will deliver a separate copy of this proxy statement to a Shareholder at a shared address to which a single copy of this proxy statement was delivered and provide instructions as to how a Shareholder can notify us that they wish to receive a separate copy of our proxy statement.
Should any Shareholder wish to receive a separate proxy statement or should Shareholders sharing an address wish to receive a single proxy statement in the future, please contact our President, Ronald L. Handford at 2004 at 1681 Chestnut Street, Suite 400, Vancouver, British Columbia, Canada V6J 4M6 (telephone no. 604.331.0400).
SHAREHOLDER PROPOSALS
If any shareholder of the Company intends to present a proposal for consideration at the Special Meeting of Shareholders and desires to have such proposal included in the Proxy Statement and form of proxy distributed by the Board of Directors with respect to such meeting, such proposal must be received at the Company's offices, 2004 at 1681 Chestnut Street, Suite 400, Vancouver, British Columbia, Canada V6J 4M6, Attn: President, no later than April 26, 2004.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU PLAN TO ATTEND THE SPECIAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED WITH THE COMPANY'S TRANSFER AGENT (X-CLEARING CORPORATION) IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR COMMON SHARES.
By Order of the Board of Directors
__________________________________
Ronald L. Handford, President and
Chief Executive Officer
Dated: March 29, 2004
APPENDIX A
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
GENEMAX CORP.
Pursuant to the provisions of NRS 78.385 and 78.390 Nevada Revised Statutes, GeneMax Corp., a Nevada corporation (the "Corporation") adopts the following articles of amendment to its articles of incorporation:
1. The Articles have been amended as follows (provide article numbers if available):
"ARTICLE IV. The aggregate number of shares which the Corporation shall have authority to issue is 305,000,000 shares. Three Hundred Million (300,000,000) shares shall be designated "Common Stock" and shall have a par value of $0.001, all of which Common Stock shall be of the same class common and shall have the same rights and
preferences. Five Million (5,000,000) shares shall be designated "Preferred Stock", and shall have a par value of $0.001. Fully paid stock of the Corporation shall not be liable to any further call or assessment. The Corporation may issue the shares of stock for such consideration as may be fixed by resolution by the board of directors."
2. The number of shares of the Corporation issued and outstanding and entititled to vote on an amendment to the Articles of Incorporation is 20,103,875 shares of common stock, par value $0.001; that the said change(s) and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
3. Signatures
GENEMAX CORP.
By:_____________________________
Ronald Hanford, President and
Chief Executive Officer
This instrument was acknowledged before me on ____________, 2004 by
Ronald Handford, known or proved to be the person executing the
above instrument.
_________________________________
Notary Public
GENEMAX CORP.
1681 Chestnut Street, Suite 400
Vancouver, British Columbia
Canada V6J 4M6
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 30, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of GeneMax Corp., a Nevada corporation (The
"Company"), acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement dated March 26, 2004, and hereby appoints
Ronald Handford or failing him Grant Atkins and either of them as Proxies, each
with the power to appoint his substitute, and authorized them to represent and
to vote, as designated below, all of the shares of common stock of which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on April 30, 2004 at 2:00 p.m. (Pacific Standard Time) at 2004 at 1681
Chestnut Street, Suite 400, Vancouver, British Columbia, Canada V6J 4M6 and any
adjournments thereof, on the matters set forth below:
For Against Abstain
1. To approve the amendment to [ ] [ ] [ ] the Articles of Incorporation increasing the authorized capital from 50,000,000 shares of common stock to 300,000,000 shares of
common stock.
2. To act upon such other matters as may come before the Special Meeting or any adjounments thereof.
This proxy will be voted as directed or, if no direction is indicated, this proxy will be voted for every item listed above. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Special Meeting of Shareholders.
Dated: __________________, 2004
SIGNATURE
Signature if shares held jointly
This proxy should be signed by the shareholder exactly as his/her/its name appears hereon. When shares are held jointly, both owners should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Please mark, sign, date and return proxy card promptly using the enclosed envelope.
Signature(s):
