UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CRDENTIA CORP.
--------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------
(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.
(1) Title of each class of securities to which transaction
applies:
N/A
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
--------------------------------------------------------------
(3) 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):
N/A
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
--------------------------------------------------------------
(5) Total fee paid:
N/A
--------------------------------------------------------------
[ ] 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:
N/A
--------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
N/A
--------------------------------------------------------------
(3) Filing Party:
N/A
--------------------------------------------------------------
(4) Date Filed:
N/A
--------------------------------------------------------------
CRDENTIA CORP.
December __, 2004
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Crdentia Corp. (the "Company") to be held at
______________________________________________, on Wednesday, January 5, 2005 at
_:__ _.m., ______ Time. Details of the business to be conducted at the Special
Meeting are given in the attached Notice of Special Meeting of Stockholders and
Proxy Statement.
It is important that your shares be represented at the Special Meeting. WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
If you send in your proxy card and then decide to attend the Special Meeting to
vote your shares in person, you may still do so. Your proxy is revocable in
accordance with the procedures set forth in the Proxy Statement.
Your Board of Directors recommends that you vote in favor of the proposal
outlined in the Proxy Statement. Please refer to the Proxy Statement for
detailed information on the proposals.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in our company. We look forward to seeing you at the
Special Meeting.
Sincerely,
/s/ James D. Durham
James D. Durham
Chairman of the Board and Chief
Executive Officer
1
CRDENTIA CORP.
--------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 5, 2005
To the Stockholders of Crdentia Corp.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Crdentia Corp., a Delaware corporation (the "Company"),
will be held at
_______________________________________________________________________________,
on Wednesday, January 5, 2005, at _:__ _.m., ______ Time, for the following
purposes:
1. To approve an amendment to the Company's Amended and
Restated Certificate of Incorporation that will increase the number of
authorized shares of the Company's common stock from 50,000,000 to 150,000,000
shares.
2. To act upon such other business as may properly come before
the Special Meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement which is attached and made a part hereof.
The board of directors of the Company has fixed the close of business
on December 20, 2004 as the record date for determining the stockholders
entitled to notice of and to vote at the Special Meeting and any adjournment or
postponement thereof.
Whether or not you expect to attend the Special Meeting in person, you
are urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Special Meeting. Should you receive more
than one proxy because your shares are registered in different names and
addresses, each proxy should be returned to ensure that all of your shares will
be voted. If you send in your proxy card and then decide to attend the Special
Meeting to vote your shares in person, you may still do so. Your proxy is
revocable in accordance with the procedures set forth in the proxy statement.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Dallas, Texas
December __, 2004
2
Mailed to Stockholders
on or about December __, 2004
CRDENTIA CORP.
14114 DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75254
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
-----------------------------------
GENERAL INFORMATION
This proxy statement is furnished to the stockholders of Crdentia
Corp., a Delaware corporation ("Crdentia" or the "Company"), in connection with
the solicitation by our Board of Directors of proxies in the accompanying form
for use in voting at a special meeting of stockholders (the "Special Meeting")
to be held on Wednesday, January 5, 2004 , at _:__ _.m., ______ Time, at
__________________________________________, and any adjournment or postponement
thereof. The shares represented by the proxies received, properly marked, dated,
executed and not revoked will be voted at the Special Meeting.
Our complete mailing address is 14114 Dallas Parkway, Suite 600,
Dallas, Texas 75254. Our Internet Web site address is WWW.CRDENTIA.COM. Our
annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge in
electronic or paper form upon request to us after they are electronically filed
with, or furnished to, the Securities and Exchange Commission. All materials
filed by us with the Commission also can be obtained at the Commission's Public
Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549 or through the
Commission's Web site at WWW.SEC.GOV. You may obtain information on the
operation of the Public Reference Room by calling 1-800-SEC-0330.
SOLICITATION, RECORD DATE AND VOTING PROCEDURES
The solicitation of proxies will be conducted by mail and we will bear
all attendant costs. These costs will include the expense of preparing and
mailing proxy materials for the Special Meeting and reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Special Meeting to beneficial owners of our
common stock. We may conduct further solicitation personally, telephonically or
by facsimile through our officers, directors and regular employees, none of whom
will receive additional compensation for assisting with the solicitation.
The close of business on December 20, 2004 has been fixed as the record
date (the "Record Date") for determining the holders of shares of our capital
stock entitled to notice of and to vote at the Special Meeting. As of the close
of business on the Record Date, we had ___________ shares of common stock
outstanding and entitled to vote at the Special Meeting, __________ shares of
Series B convertible preferred stock outstanding and entitled to vote at the
Special Meeting, ________ shares of Series B-1 convertible preferred stock
outstanding and entitled to vote at the Special Meeting, and _________ shares of
Series C convertible preferred stock outstanding and entitled to vote at the
Special Meeting. The presence at the Special Meeting of a majority of these
shares of common stock, Series B convertible preferred stock, Series B-1
convertible preferred stock and Series C convertible preferred stock, either in
person or by proxy, voting together as a single class will constitute a quorum
for the transaction of business at the Special Meeting. The Company's Secretary,
Vicki L. Smith, will tabulate votes cast by proxy and act as inspector of
elections to tabulate votes cast in person at the Special Meeting. On all
matters to be considered at the Special Meeting, (i) each outstanding share of
common stock on the Record Date is entitled to one vote, and (ii) each
outstanding share of Series B convertible preferred stock, Series B-1
convertible preferred stock and Series C convertible preferred stock on the
Record Date is entitled to one vote for each share of common stock into which
each such share of Series B convertible preferred stock, Series B-1 preferred
stock or Series C convertible preferred stock can be converted.
Under the General Corporation Law of the State of Delaware, an
abstaining vote and a broker "non-vote" are counted as present and are,
therefore, included for purposes of determining whether a quorum of shares is
present at the Special Meeting. Abstentions are included in determining the
number of shares voted on the proposals submitted to stockholders (other than
the election of directors) and will have the same effect as a "no" vote on such
proposals. A broker "non-vote" occurs when a nominee holding shares for a
3
beneficial owner does not vote on a particular matter because the nominee does
not have the discretionary voting power with respect to that matter and has not
received instructions from the beneficial owner. Broker "non-votes," and shares
as to which proxy authority has been withheld with respect to any matter, are
generally not deemed to be entitled to vote for purposes of determining whether
stockholders' approval of that matter has been obtained.
All matters to be acted upon by the stockholders at the Special Meeting
will require the approval of the holders of a majority of the outstanding common
stock, Series B convertible preferred stock, Series B-1 convertible preferred
stock and Series C convertible preferred stock present in person or represented
by proxy and entitled to vote at the Special Meeting. With respect to such
matters, abstentions will have the effect of negative votes, and broker
non-votes will not be counted for purposes of determining whether any of those
proposals have been approved.
THE PROXY
The persons named as proxyholders, James D. Durham and Vicki L. Smith,
were selected by our Board of Directors and currently serve as executive
officers of the Company.
All shares represented by each properly executed, unrevoked proxy
received in time for the Special Meeting will be voted in the manner specified
therein. If no specification is made on the proxy as to any one or more of the
proposals, shares of our common stock, Series B convertible preferred stock,
Series B-1 convertible preferred stock or Series C convertible preferred stock
represented by the proxy will be voted as to the proposal for which no
specification is given as follows: FOR the amendment to the Amended and Restated
Certificate of Incorporation to authorize an increase in our authorized common
stock. We presently do not know of any other business to be conducted at the
Special Meeting.
REVOCABILITY OF PROXY
If the shares of common stock, Series B convertible preferred stock,
Series B-1 convertible preferred stock or Series C convertible preferred stock
are held in your name, you may revoke your proxy given pursuant to this
solicitation at any time before the proxy card is voted by: (i) delivering to
the Company (to the attention of Vicki L. Smith, our Secretary), at the address
of our principal executive offices, a written notice of revocation or a duly
executed proxy bearing a later date, or (ii) attending the Special Meeting and
voting in person. If your shares are held in "street name," you should follow
the directions provided by your broker regarding how to revoke your proxy. Your
attendance at the Special Meeting after having executed and delivered a valid
proxy card will not in and of itself constitute a revocation of your proxy. You
will be required to give oral notice of your intention to vote in person to the
inspector of elections at the Special Meeting.
4
PROPOSAL NO. 1
APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK
GENERAL
The Board of Directors has approved, and is recommending to the
stockholders for approval at the Special Meeting, an amendment to our Amended
and Restated Certificate of Incorporation to increase the number of shares of
common stock we are authorized to issue from 50,000,000 to 150,000,000. The
Board of Directors determined that this amendment is advisable and should be
considered at the Special Meeting. We are currently authorized to issue
10,000,000 shares of preferred stock, and the proposed amendment will not affect
this authorization.
The text of the proposed amendment to our Amended and Restated
Certificate of Incorporation to increase the authorized number of shares of
common stock as described in this proposal is set forth in Appendix A attached
to this proxy statement and is incorporated by reference herein.
If the amendment to the Amended and Restated Certificate of
Incorporation is approved by the stockholders, we will promptly file a
Certificate of Amendment with the Delaware Secretary of State reflecting the
increase in authorized shares. The amendment will become effective on the date
the Certificate of Amendment is accepted for filing by the Delaware Secretary of
State.
PURPOSE AND EFFECTS OF THE INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK
As of the close of business on the Record Date, we did not have any
shares of common stock available for future issuance, after taking into account
our outstanding shares of common stock and shares of common stock that have been
reserved for issuance in connection with the conversion of outstanding shares of
preferred stock and the exercise of outstanding warrants and options.
The Board believes that the proposed increase to 150,000,000 authorized
shares of common stock is desirable so that, as the need may arise, we will have
the flexibility to issue shares of common stock without additional expense or
delay in connection with possible future stock dividends or stock splits, equity
financings, future opportunities for expanding our business through investments
or acquisitions, management incentive and employee benefit plans and for other
general corporate purposes.
Each additional share of our common stock authorized by the amendment
to the Amended and Restated Certificate of Incorporation will have the same
rights and privileges as each share of common stock currently authorized or
outstanding. The holders of common stock have no preemptive rights. Authorized
but unissued shares of our common stock may be issued at such times, for such
purposes and for such consideration as the Board of Directors may determine to
be appropriate without further authority from our stockholders, except as
otherwise required by applicable law or stock exchange policies.
The adoption of this proposed amendment to our Amended and Restated
Certificate of Incorporation will result in a greater number of shares of common
stock available for issuance. Stockholders could therefore experience a
significant reduction in their stockholders' interest with respect to earnings
per share, voting, liquidation value and book and market value per share if the
additional authorized shares are issued other than through a proportional
issuance such as a stock split or stock dividend.
Although not a factor in the decision by the Board to increase our
authorized common stock, one of the effects of such increase may be to enable
the Board to render more difficult or to discourage any attempt to obtain
control of us by means of a merger, tender offer, proxy contest, or otherwise,
and thereby protect the continuity of present management. The Board would have
additional shares of common stock available to effect, unless prohibited by
applicable law or other arrangements or restrictions, a sale of shares (either
in public or private transactions), merger, consolidation or similar transaction
in which the number of the Company's outstanding shares would be increased and
would thereby dilute the interest of a party attempting to obtain control of us.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of our
common stock, Series B convertible preferred stock, Series B-1 convertible
preferred stock and Series C convertible preferred stock present or represented
at the Special Meeting and voting together as a single class is required to
approve the amendment to our Amended and Restated Certificate of Incorporation.
Abstentions will have the same effect as "no" votes on this proposal, whereas
broker "non-votes" will have no effect.
5
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT AN INCREASE IN OUR
AUTHORIZED COMMON STOCK FROM 50,000,000 TO 150,000,000 SHARES.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of November 15, 2004,
with respect to the beneficial ownership of our common stock by: (i) each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock; (ii) each director; (iii) our named executive officers; and (iv) all
current executive officers and directors as a group.
Information with respect to beneficial ownership has been furnished by
each executive officer, director or beneficial owner of more than 5% of our
common stock. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and includes voting and investment power
with respect to the securities. Except as indicated by footnote, and subject to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of common stock shown as
beneficially owned by them. The number of shares of common stock used to
calculate the percentage ownership of each listed person includes the shares of
common stock underlying options or warrants held by such persons that are
exercisable within 60 days of November 15, 2004, if any.
Percentage of beneficial ownership is based on 28,773,018 shares,
consisting of 13,126,518 shares of our common stock outstanding as of November
15, 2004, 1,250,000 shares of common stock issuable upon conversion of our
Series B convertible preferred stock, 9,145,800 shares of common stock issuable
upon conversion of our Series B-1 convertible preferred stock and 5,250,700
shares of common stock issuable upon conversion of our Series C convertible
preferred stock. Unless otherwise indicated, the address for the following
stockholders is c/o Crdentia Corp., 14114 Dallas Parkway, Suite 600, Dallas,
Texas 75254.
PERCENTAGE
NUMBER OF SHARES OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------------------------------------------------ -------------------- -------------------
EXECUTIVE OFFICERS AND DIRECTORS:
---------------------------------
James D. Durham (1)...................................... 4,494,578 14.23%
Pamela Atherton (2)...................................... 556,051 1.90%
Lawrence M. Davis........................................ 39,576 *
Joseph M. DeLuca (3)..................................... 187,207 *
Thomas F. Herman (4)..................................... 14,699 *
Robert J. Kenneth (5).................................... 227,803 *
Robert P. Oliver (6)..................................... 142,987 *
C. Fred Toney (7)........................................ 34,175,836 65.16%
5% STOCKHOLDERS:
----------------
MedCap Partners L.P. (8)................................. 34,164,837 65.16%
Cynthia F. Permenter (9)................................. 4,620,000 16.06%
Robin D. Riddle (10)..................................... 1,985,705 6.90%
All directors and executive officers as a group
(8 persons) (11)..................................... 39,799,161 71.47%
---------------
* Indicates beneficial ownership of less than 1% of the total outstanding common
stock.
6
(1) Includes (i) 400,000 shares of common stock held with his spouse, Sandra J.
Durham, as community property; (ii) 13,333 shares of common stock held by
Paine Webber as custodian for the IRA FBO James D. Durham; (iii) 296,320
shares of common stock held by the James D. Durham Living Trust (1997), as
amended; (iv) 66,666 shares of common stock held by RCMJ, LLC, as its
managing member; (v) 922,426 shares of common stock issuable within 60 days
of March 23, 2004 upon the exercise of rights pursuant to a Common Stock
Purchase Agreement dated May 15, 2002; (vi) 416,600 shares of our common
stock issuable within 60 days of November 15, 2004 upon conversion of 4,166
shares of Series B-1 convertible preferred stock held by Durham Properties,
LLC; (vii) 541,700 shares of our common stock issuable within 60 days of
November 15, 2004 upon conversion of 5,417 shares of Series C convertible
preferred stock held by Durham Properties, LLC; (viii) 1,354,200 shares of
our common stock issuable within 60 days of November 15, 2004 upon
conversion of 13,542 shares of Series C convertible preferred stock
issuable to Durham Properties, LLC within 60 days of November 15, 2004 upon
the exercise of a warrant to purchase Series C convertible preferred stock;
and (ix) 483,333 shares of common stock subject to options exercisable
within 60 days of November 15, 2004. Mr. Durham is the trustee of the James
D. Durham Living Trust (1997), as amended and the managing member of RCMJ,
LLC and Durham Properties, LLC. Mr. Durham disclaims beneficial ownership
of the shares held by the James D. Durham Living Trust (1997), as amended,
RCMJ, LLC and Durham Properties, LLC, except to the extent of his pecuniary
interest therein.
(2) Includes (i) 133,310 shares of common stock held by Ms. Atherton; and (ii)
422,741 shares of common stock subject to options exercisable within 60
days of November 15, 2004.
(3) Includes (i) 33,333 shares of common stock held by Mr. DeLuca; (ii) 15,793
shares of common stock held by the DeLuca Trust dated 1/7/2000; (iii)
54,748 shares of common stock held by Health Care Investment Visions, LLC;
and (iv) 83,333 shares of common stock issuable within 60 days of November
15, 2004 upon conversion of a certain convertible secured promissory note
in the aggregate principal amount of $50,000 issued to the DeLuca Trust
dated 1/7/2000. Mr. DeLuca is the trustee of the DeLuca Trust dated
1/7/2000 and is a managing member of Health Care Investment Visions, LLC.
Mr. DeLuca disclaims beneficial ownership of the shares held by the DeLuca
Trust dated 1/7/2000 and Health Care Investment Visions, LLC, except to the
extent of his pecuniary interest therein.
(4) Includes 14,699 shares of common stock subject to an option exercisable
within 60 days of November 15, 2004.
(5) Includes (i) 33,333 shares of common stock held by Mr. Kenneth; and (ii)
194,470 shares of common stock held by the Kenneth Family Trust U/A
3/11/87.
(6) Includes (i) 33,333 shares of common stock held by Mr. Oliver; and (ii)
109,654 shares of common stock held by the RP Oliver Community Property
Trust.
(7) Includes (i) 4,959,937 shares of common stock held by MedCap Partners L.P.;
(ii) 1,250,000 shares of our common stock issuable within 60 days of
November 15, 2004 upon conversion of 3,750,000 shares of Series B
convertible preferred stock held by MedCap Partners L.P.; (iii) 600,000
shares of our common stock issuable within 60 days of November 15, 2004
upon conversion of 6,000 shares of Series B-1 convertible preferred stock
issuable within 60 days of November 15, 2004 upon exercise of a warrant to
purchase shares of Series B-1 convertible preferred stock; (iv) 4,291,700
shares of our common stock issuable within 60 days of November 15, 2004
upon conversion of 42,917 shares of Series C convertible preferred stock
held by MedCap Partners L.P.; (v) 23,063,200 shares of our common stock
issuable within 60 days of November 15, 2004 upon conversion of 230,632
shares of Series C convertible preferred stock issuable within 60 days of
November 15, 2004 upon exercise of warrants to purchase shares of Series C
convertible preferred stock; and (vi) 10,999 shares of common stock subject
to an option exercisable within 60 days of November 15, 2004. Mr. Toney is
managing member of MedCap Management & Research LLC, the general partner of
MedCap Partners L.P. Mr. Toney disclaims beneficial ownership of the shares
held by MedCap Partners L.P., except to the extent of his pecuniary
interest therein.
7
(8) Includes (i) 4,959,937 shares of common stock held by MedCap Partners L.P.;
(ii) 1,250,000 shares of our common stock issuable within 60 days of
November 15, 2004 upon conversion of 3,750,000 shares of Series B
convertible preferred stock held by MedCap Partners L.P.; (iii) 600,000
shares of our common stock issuable within 60 days of November 15, 2004
upon conversion of 6,000 shares of Series B-1 convertible preferred stock
issuable within 60 days of November 15, 2004 upon exercise of a warrant to
purchase shares of Series B-1 convertible preferred stock; (iv) 4,291,700
shares of our common stock issuable within 60 days of November 15, 2004
upon conversion of 42,917 shares of Series C convertible preferred stock
held by MedCap Partners L.P.; and (v) 23,063,200 shares of our common stock
issuable within 60 days of November 15, 2004 upon conversion of 230,632
shares of Series C convertible preferred stock issuable within 60 days of
November 15, 2004 upon exercise of warrants to purchase shares of Series C
convertible preferred stock. Mr. C. Fred Toney, a member of our Board of
Directors, is managing member of MedCap Management & Research LLC, the
general partner of MedCap Partners L.P. Mr. Toney disclaims beneficial
ownership of the shares held by MedCap Partners L.P., except to the extent
of his pecuniary interest therein.
(9) Includes (i) 75,000 shares of common stock held by Ms. Permenter; and (ii)
4,545,000 shares of our common stock issuable within 60 days of November
15, 2004 upon conversion of 45,450 shares of Series B-1 convertible
preferred stock held by Ms. Permenter.
(10) Includes (i) 320,705 shares of common stock held by Ms. Riddle; and (ii)
1,665,000 shares of our common stock issuable within 60 days of November
15, 2004 upon conversion of 16,650 shares of Series B-1 convertible
preferred stock held by Ms. Riddle.
(11) Includes (i) 6,344,230 shares of common stock; (ii) 1,250,000 shares of
common stock issuable within 60 days of November 15, 2004 upon conversion
of 3,750,000 shares of Series B convertible preferred stock; (iii) 416,600
shares of common stock issuable within 60 days of November 15, 2004 upon
conversion of 4,166 shares of Series B-1 convertible preferred stock; (iv)
600,000 shares of our common stock issuable within 60 days of November 15,
2004 upon conversion of 6,000 shares of Series B-1 convertible preferred
stock issuable within 60 days of November 15, 2004 upon exercise of a
warrant to purchase shares of Series B-1 convertible preferred stock; (v)
4,833,400 shares of common stock issuable within 60 days of November 15,
2004 upon conversion of 48,334 shares of Series C convertible preferred
stock; (vi) 24,417,400 shares of our common stock issuable within 60 days
of November 15, 2004 upon conversion of 244,174 shares of Series C
convertible preferred stock issuable within 60 days of November 15, 2004
upon exercise of warrants to purchase shares of Series C convertible
preferred stock; (vii) 83,333 shares of common stock issuable within 60
days of November 15, 2004 upon conversion of a certain convertible secured
promissory note in the aggregate principal amount of $50,000, and (viii)
1,854,198 shares of common stock subject to options exercisable within 60
days of November 15, 2004.
STOCKHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING
Stockholder proposals that are intended to be presented at our 2005
Annual Meeting of Stockholders must be received by our Secretary, Vicki L.
Smith, at 14114 Dallas Parkway, Suite 600, Dallas, Texas 75254, no later than
December 29, 2004, in order that they may be included in the proxy statement and
form of proxy relating to that meeting, and must meet all the other requirements
as specified in our bylaws. In addition, the proxy solicited by this Board for
our 2005 Annual Meeting of Stockholders will confer discretionary authority to
vote on any stockholder proposal presented at that meeting, unless we receive
notice of such proposal not later than March 15, 2005.
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented at the Special Meeting. If any other business is properly brought
before the Special Meeting, it is intended that proxies in the enclosed form
will be voted in respect thereof in accordance with the judgments of the
proxyholders.
8
It is important that the proxies be returned promptly and that your
shares be represented. Stockholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
December __, 2004
Dallas, Texas
9
PROXY CRDENTIA CORP. PROXY
FOR A SPECIAL MEETING OF STOCKHOLDERS, JANUARY 5, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James D. Durham and Vicki L. Smith, and each of
them, the Proxy of the undersigned, with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote, either on his or her
own behalf or on the behalf of any entity or entities, at a Special Meeting of
Stockholders of Crdentia Corp. (the "Company") to be held on Wednesday, January
5, 2005, or at any postponements or adjournments thereof, as specified below
with the same force and effect as the undersigned might or could do if
personally present thereat. The undersigned revokes all previous Proxies and
acknowledges receipt of the Notice of a Special Meeting of Stockholders to be
held on January 5, 2005 and the Proxy Statement.
THIS PROXY CONFERS ON EACH PROXYHOLDER DISCRETIONARY AUTHORITY TO VOTE ON ANY
MATTER AS TO WHICH A CHOICE IS NOT SPECIFIED BY THE UNDERSIGNED. IF NO
SPECIFICATION IS MADE, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
FAVOR OF THE PROPOSAL, AND WILL BE VOTED BY THE PROXYHOLDER AT HIS OR HER
DISCRETION AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE SPECIAL MEETING OR
ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
(Continued and to be signed on the Reverse Side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED PROPOSAL. THIS PROXY,
WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BELOW.
________________________________________________________________________________
1. To approve an amendment to the Company's Amended and Restated Certificate
of Incorporation to authorize an increase in the Company's authorized
common stock from 50,000,000 to 150,000,000.
|_| FOR |_| AGAINST |_| ABSTAIN
2. In accordance with the discretion of the Proxyholders, to act upon all
matters incident to the conduct of the Special Meeting and upon other
matters as may properly come before the Special Meeting.
Dated: ________________________________, 200_
______________________________________________
Signature
______________________________________________
Signature
______________________________________________
Title(s)
NOTE: Please sign your name exactly as it appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such, and, if signing for a corporation, give your title.
When shares are in the names of more than one person, each should sign.
APPENDIX A
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CRDENTIA CORP.
Crdentia Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: The name under which the Corporation was originally incorporated
was Digivision International, Ltd.
SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the
State of Delaware is November 10, 1997.
THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Section 141 and 142 of the General Corporation
Law of the State of Delaware adopted resolutions to amend paragraph (A)
of ARTICLE IV of the Amended and Restated Certificate of Incorporation
of the Corporation to read in its entirety as follows:
"(A) CLASSES OF STOCK. This corporation is authorized to issue
two classes, denominated Common Stock and Preferred Stock. The
Common Stock shall have a par value of $0.0001 per share and
the Preferred Stock shall have a par value of $0.0001 per
share. The total number of shares of Common Stock which this
corporation is authorized to issue is one hundred fifty
million (150,000,000), and the total number of shares of
Preferred Stock which this corporation is authorized to issue
is ten million (10,000,000)."
FOURTH: This Certificate of Amendment to Amended and Restated
Certificate of Incorporation was submitted to the stockholders of the
Corporation and was duly approved by the required vote of the
stockholders of the Corporation in accordance with Sections 222 and 242
of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Crdentia Corp. has caused this Certificate of
Amendment to be signed by its Chief Executive Officer as of _____________, 2005.
By:
----------------------------
James D. Durham,
Chief Executive Officer