SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT
PURSUANT TO
SECTION 14(C) AND SECTION 14F-1
OF THE SECURITIES EXCHANGE ACT OF 1934
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ESCAGENETICS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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INFORMATION STATEMENT
OF
ESCAGENETICS CORPORATION
383 Inverness Parkway
Suite 100
Englewood, Colorado 80112
NOTICE OF CHANGE IN CONTROL AND OF A MAJORITY OF DIRECTORS
PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
AND
INFORMATION PROVIDED PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This notice and information statement is furnished to the shareholders
of record of ESCAgenetics Corporation, a Delaware corporation ("ESNG"), pursuant
to: (i) Section 14(f) of the Securities and Exchange Act of 1934 (as amended,
the "Exchange Act"), and Rule 14f-1 thereunder, to inform the shareholders of
ESNG of a change in the majority of the directors of ESNG (the "Board") in
connection with the closing of the transactions set forth in that certain
Securities Purchase Agreement (the "Agreement"), dated as of April 4, 2003, by
and between Genesee Holdings, Inc., a Washington corporation ("Genesee"), and
Kevin R. Keating, an individual ("Keating"), pursuant to which Keating purchased
from Genesee approximately 93% of the issued and outstanding capital stock of
ESNG, and (ii) Section 14(c) of the Exchange Act to inform the stockholders of
ESNG that on or about April 22, 2003 Keating executed a written consent
approving a reverse stock split in the ratio of 1 to 140 (the "Reverse Split
Consent").
Please read this notice carefully. It describes the essential terms of
the Agreement and the proposed reverse stock split, and contains certain
biographical and other information concerning the proposed new directors of
ESNG. Additional information about the Company is contained in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2003,
and the Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 (the "Reports"), which were filed with the United States
Securities and Exchange Commission (the "Commission"). The Reports and their
accompanying exhibits may be inspected without charge at the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such material may also be obtained from the SEC
at prescribed rates. The SEC also maintains a Web site that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of the Reports may be obtained
from the SEC's EDGAR archives at http://www.sec.gov/index.htm.
This Information Statement will be mailed to stockholders on or about
May 6, 2003 to holders of record of ESNG Common Stock as of the close of
business on May 5, 2003.
CHANGE IN MAJORITY OF DIRECTORS
The change in a majority of the directors of ESNG occurred as follows:
immediately prior to and in connection with the closing of the transactions
contemplated by the Agreement (the "Closing"), the sole director of ESNG,
Michelle Kline ("Kline"), executed a written consent appointing Keating (the
"Sole Director Consent") to fill a vacancy in ESNG's Board created by the
resignation of Greg L. Key from the Board, which resignation occurred
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immediately prior to the execution of the Sole Director Consent. The appointment
of Keating will become effective 10 days after the date this Information
Statement is mailed to the stockholders of ESNG. Immediately following her
execution of the Sole Director Consent, Kline tendered her resignation from the
Board, leaving the Board void of members until 10 days after the date this
Information Statement is mailed to the shareholders of ESNG. Finally, on or
about April 22, 2003, Keating, in his capacity as majority stockholder of ESNG,
executed a written consent appointing Margie L. Blackwell ("Blackwell") to fill
the vacancy created by Kline's resignation (the "Blackwell Consent"). The
appointment of Blackwell to the Board will become effective 10 days after the
date this Information Statement is mailed to the shareholders of ESNG.
The Sole Director Consent and the Blackwell Consent each constitutes
the approval and consent of at least a majority of the total number of shares of
capital stock of ESNG and is sufficient under the Delaware General Corporation
Law and ESNG's bylaws to approve the actions set forth therein. None of the
actions described in this Information Statement will be submitted for a vote to
the stockholders of ESNG.
ESNG prepared this notice on its own behalf, except that the proposed
new directors, Keating and Blackwell (collectively, the "Designees"), provided
all the information herein regarding themselves. The Designees assume no
responsibility for the accuracy or completeness of the information prepared by
ESNG.
CHANGE IN CONTROL
On April 4, 2002 (the "Closing Date"), pursuant to the Agreement,
Keating purchased from Genesee for U.S. $150,000: (i) 66,060,000 shares of the
$0.0001 par value common stock of ESNG ("ESNG Common Stock"), constituting
approximately 93% of the issued and outstanding capital stock of ESNG, and (ii)
a convertible promissory note, dated December 1, 2002, issued by ESNG to
Genesee, bearing an interest rate of 5% per annum, which had an outstanding
balance of principal and interest on the Closing Date equal to $253,100, and
which is convertible into shares of ESNG Common Stock at the option of the
holder (the "Promissory Note").
On the Closing Date, the Company had outstanding 73,402,516 shares of
ESNG Common Stock, and no shares of preferred stock.
REVERSE STOCK SPLIT
On April 4, 2003, Keating executed the Reverse Split Consent, whereby
he, in his capacity as majority shareholder of ESNG, approved a reverse split of
ESNG's issued, outstanding and reserved common shares with a ratio of 1
post-split share for every 140 pre-split shares held by each shareholder (the
"Reverse Split"). The Reverse Split will become effective 20 days after this
Information Statement is mailed to ESNG's shareholders of record. Fractional
shares will be rounded up to one whole share. Prior to the effectiveness of the
Reverse Split, ESNG will duly notify the Nasdaq OTC Bulletin Board of the
Reverse Split.
The Reverse Split Consent constitutes the approval and consent of at
least a majority of the total number of shares of capital stock of ESNG and is
sufficient under the Delaware General Corporation Law and ESNG's bylaws to
approve the actions set forth therein. None of the actions described in this
Information Statement will be submitted for a vote to the stockholders of ESNG.
GENERAL
ESNG will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. ESNG will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the record holders of ESNG's common stock.
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ESNG will only deliver one information statement to multiple
shareholders sharing an address unless we have received contrary instructions
from one or more of the shareholders. ESNG will promptly deliver a separate copy
of this information statement and future shareholder communication documents to
any shareholder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this Information Statement
and future shareholder communication documents to any shareholder or holders
sharing an address to which multiple copies are now delivered, upon written or
oral request to the following address:
ESCAgenetics Corporation
383 Inverness Parkway
Suite 100
Englewood, Colorado 80112
Telephone: (720) 889-0133
Shareholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting ESNG at the address
listed above.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for this Information Statement is as of the close of
business on May 5, 2003. As of the record date, ESNG had 73,402,516 voting
shares of common stock issued and outstanding of which the approval of
36,701,259 shares are required to pass any shareholder resolutions.
INFORMATION REGARDING THE
EXECUTIVE OFFICERS AND THE DESIGNEES
EXECUTIVE OFFICERS AND THE DESIGNEES
The following table sets forth certain information regarding the
current executive officers of ESNG and the Designees.
Position(s) with ESNG
Name Age Pre-Closing Post-Closing
---- --- ----------- ------------
Kevin R. Keating 63 None President, Director
Margie L. Blackwell 47 None Secretary, Treasurer, Director
Following the tenth day after the mailing of this Information Statement
to all holders of record of ESNG's Common Stock at the close of business on May
5, 2003, the appointments to the Board of Keating pursuant to the Sole Director
Consent and Blackwell pursuant to the Blackwell Consent will become effective.
Keating and Blackwell shall each serve as a director of ESNG until the next
Annual Meeting of Shareholders or until each of their successors is duly elected
and qualified, or until their earlier resignation or removal. Each of the
executive officers serves at the pleasure of the Board until such officer's
successor is elected and qualified, or until their earlier resignation or
removal. None of the Designee's is to receive any compensation from ESNG for
services as a director.
There are no family relationships between any of the directors and
executive officers of ESNG. Set forth below is certain biographical information
regarding Keating and Blackwell:
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KEVIN R. KEATING was appointed as ESNG's President on April 4, 2003,
and will serve as a director upon the effectiveness of his appointment as
described above. Mr. Keating is an investment executive and, for the past seven
years, has been the branch manager of the Vero Beach, Florida office of
Brookstreet Securities Corporation. Brookstreet Securities is a full-service,
national network of independent investment professionals. Mr. Keating serves the
investment needs of private clients with special emphasis on equities. Mr.
Keating serves as a director of the following public entities: Wentworth, I,
Inc., Wentworth II, Inc., Wentworth III, Inc., iVideoNow, Inc. Mr. Keating is a
graduate of Holy Cross College with a Bachelor of Science degree in Business
Administration.
MARGIE L. BLACKWELL was appointed as ESNG's Secretary and Treasurer on
April 4, 2003, and will serve as a director upon the effectiveness of her
appointment as described above. Ms. Blackwell has been a Vice President of
Keating Investments, LLC since October 2000. From 1993-1999, she served as
financial assistant to a non-public company. Ms. Blackwell holds the NASD Series
7 and 63 licenses. Ms. Blackwell also serves as a director of iVideoNow, Inc.
LEGAL PROCEEDINGS
There are no material proceedings to which any director, officer, or
affiliate of ESNG, any owner of record or beneficially of more than 5% of the
Common Stock, or any associate or of any such director, officer, or affiliate of
ESNG, or shareholder is a party adverse to ESNG or has a material interest
adverse to ESNG.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth below, there have been no material transactions,
series of similar transactions or currently proposed transactions to which ESNG
or any of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any of the Designees, or any shareholder who is
known to ESNG to own of record or beneficially more than five percent of the
Common Stock, or any member of the immediate family of any of the foregoing
persons, had a material interest.
o Due to the fact that ESNG's monetary funds had been depleted, Genesee
had advanced funds to ESNG to pay ESNG's expenses, and accepted in
return the Promissory Note. Keating became the holder of the Promissory
Note pursuant to the Agreement. ESNG has no formal plan of repayment of
the Promissory Note in view of its lack of operations and revenues. The
funds advanced by Genesee during 2002 were primarily used to cover
legal, accounting, transfer agent, and filing fees.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
ESNG has no standing audit, nominating or compensation committees of
the Board, or committees performing similar functions. During the fiscal year
ended September 30, 2002 and the six months ended March 31, 2003, the Board held
no meetings. Since the last annual meeting of ESNG, no director has resigned or
declined to stand for re-election to the board of directors because of a
disagreement with ESNG on any matter relating ESNG's operations, policies, or
practices.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended September 30, 2002 and the six months
ended March 31, 2003, no director, officer, or beneficial owner of more than 10
percent of the Common Stock failed to file on a timely basis, as disclosed in
reports filed by these persons, reports required by Section 16(a) of the
Exchange Act.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the aggregate
executive compensation awarded to, earned by, or paid to the executive officer
named below for all services rendered to ESNG or any of its subsidiaries in all
her capacities, for the fiscal years ended September 30, 2002, 2001, and 2000:
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
Securities
Restricted Under-
Name and Other Annual Stock lying
Principal Position Year Salary Bonus Compensation Award(s) Options
($) ($) ($) ($) (#)
Michelle Kline, 2002 -0- -0- -0- -0- -0-
President 2001 -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0-
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
During the fiscal year ended September 30, 2002 and the six months
ended March 31, 2003, no options or stock appreciation rights were granted to
Ms. Kline. No options or stock appreciation rights have ever been granted to, or
exercised by, Ms. Kline.
EMPLOYMENT AGREEMENTS
ESNG has no employment agreements or compensatory plans or arrangements
with any of its executive officers. There are no plans whereby ESNG would issue
any of its securities to management, promoters, their affiliates or associates
in consideration for services rendered or otherwise.
COMPENSATION OF DIRECTORS
Directors are not entitled to receive compensation for their services
as directors. However, directors may, pursuant to a resolution of the Board,
receive a fixed sum and expenses for actual attendance at each regular or
special meeting of the Board. The Board of Directors of ESNG has not adopted a
resolution providing for payment of such a fixed sum or expenses. There has
never been any director compensation by ESNG.
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from ESNG, with respect to any
director or executive officer of ESNG which would in any way result in payments
to any such person because of his or her resignation, retirement or other
termination of employment with ESNG or its subsidiaries, any change in control
of ESNG, or a change in the person's responsibilities following a change in
control of ESNG. Also there are no agreements or understandings for any director
or executive officer to resign at the request of another person. None of ESNG's
directors or executive officers is acting on behalf of or will act at the
direction of any other person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 5, 2003 as to
each director and officer of ESNG, all directors and officers of ESNG as a
group, and as to each person who is known to ESNG to be the beneficial owner of
more than 5% of ESNG's outstanding common stock. Except where specifically
noted, each person listed in the table has sole voting and investment power with
respect to the shares listed.
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In computing the number of shares of common stock beneficially owned by
a person and the percentage ownership of that person, we deemed outstanding
shares of common stock subject to options or warrants held by that person that
are currently exercisable or exercisable within 60 days of April 4, 2003.
------------------------------------------------------ --------------------------------- --------------------------------
Name and Address of Beneficial Owner Number of shares of common Percentage of common stock
stock beneficially owned beneficially owned
------------------------------------------------------ --------------------------------- --------------------------------
Kevin R. Keating (1) 98,963,000 93.1%
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Margie L. Blackwell (2) -- --
------------------------------------------------------ --------------------------------- --------------------------------
All executive officers and directors as a group (3 98,963,000 93.1%
persons)
------------------------------------------------------ --------------------------------- --------------------------------
(1) Mr. Keating is the President of ESNG, and will become a director
effective 10 days after the date this Information Statement is mailed
to ESNG's shareholders of record. His address is c/o Keating
Investments, LLC, 383 Inverness Parkway, Suite 100, Englewood, Colorado
80112. The shares beneficially owned by Mr. Keating include
approximately 32,903,000 shares issuable upon conversion of the
Promissory Note.
(2) Ms. Blackwell is the Secretary and Treasurer of ESNG, and will become a
director of ESNG effective 10 days after the date this Information
Statement is mailed to ESNG's shareholders of record. Her address is
c/o Keating Investments, LLC, 383 Inverness Parkway, Suite 100,
Englewood, Colorado 80112.
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
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