PRE 14C: Preliminary information statement not related to a contested matter or merger/acquisition
Published on January 4, 2000
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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[X] Preliminary Information Statement
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Rule 14c-5(d)(2))
[ ] Definitive Information Statement
BISHOP EQUITIES, INC.
(Name of Registrant as Specified in its Charter)
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BISHOP EQUITIES, INC.
7825 Fay Avenue, Suite 200
LaJolla, California 92037
Telephone No.: 858-456-5777
Facsimile No.: 858-456-4690
INFORMATION STATEMENT
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TABLE OF CONTENTS
Introduction
Dissenters' Rights of Appraisal
Interest of Certain Persons in Matters to be Acted Upon
Voting Securities and Principal Holders Thereof
Voting Securities
Security Ownership of Principal Holders and Management
Contractual Arrangements Regarding Changes in Control and Changes in
Control Since the Beginning of the Last Fiscal Year
Amendments to the Articles of Incorporation
Name Change and Capital Increase
Stock Certificates
Vote Required for Approval
Additional Information
INTRODUCTION
This Information Statement is being furnished to stockholders of BISHOP
EQUITIES, INC., a Nevada corporation ("Bishop"), in connection with resolutions
providing for amendments to its Articles of Incorporation to change the name of
Bishop to "Aethlon Medical, Inc." (the "Name Change").
The Board of Directors and persons owning a majority of the outstanding
voting securities of Bishop have unanimously adopted, ratified and approved
resolutions to effect the Name Change; no other votes are required or necessary.
See the captions "Voting Securities and Principal Holders Thereof" and "Vote
Required for Approval," below.
The Name Change will be effective on the 21st day following the mailing of
a definitive copy of this Information Statement to the Bishop stockholders (the
"Effective Date").
On or about March 8, 1993, Bishop filed an SB-2 Registration Statement with
the Securities and Exchange Commission. Bishop is presently "current" in the
filing of all reports required to be filed by it. See the caption "Additional
Information," below.
DISSENTERS' RIGHTS OF APPRAISAL
The General Corporation Law of the State of Nevada (the "Nevada Law") does
not provide for dissenters' rights of appraisal in connection the Name Change.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
in the proposed amendments to Bishop's Articles of Incorporation or in any
action covered by the related resolutions adopted by the Board of Directors,
which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
The securities that would have been entitled to vote if a meeting was
required to be held to effect the Name Change consist of 2,595,000 shares of
$.001 par value common stock of Bishop. Each share of common stock is entitled
to one vote. The number of outstanding shares of common stock at the close of
business on the date hereof, the record date for determining stockholders who
would have been entitled to notice of and to vote on the proposed amendments to
Bishop's Articles of Incorporation, is December 31, 1999.
Security Ownership of Principal Holders and Management.
To the knowledge of management and based upon a review of the stock ledger
maintained by Bishop's transfer and registrar agent, American Securities
Transfer & Trust Incorporated, Lakewood, Colorado, the following table sets
forth the beneficial ownership of persons who own more than five percent of
Bishop's common stock as of the date hereof, and the share holdings of
management, to-wit:
- -------------------------
(1) Assumes 2,595,000 shares outstanding based on the exchange of all of the
shares of Aethlon and Hemex in accordance with the Aethlon and Hemex
Agreements.
(2) Includes 412,500 shares issuable upon the exercise of
presently-exercisable non-qualified stock options which the Company has
agreed to issue; however, no agreement has been executed as of the date
of this report. The percentage ownership for Mr. Barry is based on
3,007,500 shares outstanding, assuming the exercise of the 412,500
options.
(3) Includes 201,989 shares owned of record by Linda Broenniman, Mr.
Broenniman's wife.
(4) Includes 412,500 shares issuable upon the exercise of
presently-exercisable incentive stock options held by Mr. Barry. The
percentage ownership is based on 3,007,500 shares outstanding, assuming
the exercise of the 412,500 options.
Contractual Arrangements Regarding Changes in Control and Changes in Control
Since the Beginning of the Last Fiscal Year
On March 10, 1999, Bishop executed an Agreement and Plan of Reorganization for
the Acquisition of All of the Outstanding Stock (the "Aethlon Agreement") of
Aethlon, Inc., a California corporation ("Aethlon"). Pursuant to the Aethlon
Agreement, Aethlon became a majority-owned subsidiary of the Company.
Also on March 10, 1999, the Company executed an Agreement and Plan of
Reorganization for the Acquisition of All of the Outstanding Stock (the "Hemex
Agreement") of Hemex, Inc., a Delaware corporation ("Hemex"). Pursuant to the
Hemex Agreement, Hemex became a majority-owned subsidiary of the Company.
As of March 31, 1999, the Company has issued 2,083,500 (80%) of the 2,595,000
shares of the Company's Common Stock to the former shareholders of Aethlon and
Hemex.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Name Change
The Board of Directors and majority stockholders have proposed the Name
Change to better fit the needs of the Company.
A Certificate of Amendment will be filed with the Secretary of State of
Nevada, reflecting the Name Change, and indicating that the Effective Date of
these amendments will be the 21st day following the mailing of a definitive copy
of this Information Statement to the stockholders.
Stock Certificates
New stock certificates taking into account the Name Change may be obtained
from American Securities Transfer & Trust Incorporated, whose address and
telephone number are as follows: 12039 West Alameda Parkway, Suite #Z-2,
Lakewood, Colorado 80228; Telephone: 303-986-5400. A transfer fee of $15 must
accompany each transfer for each new stock certificate requested. Stock
certificates being transferred into the present owner's name need not be signed
or guaranteed; those being transferred to someone other than the present record
owner must be signed and bear a "Medallion Member" bank or broker/dealer
signature guarantee.
VOTE REQUIRED FOR APPROVAL
Name Change
Section 78.385 of the Nevada Law provides an outline of the scope of
amendments that a Nevada corporation can make to its Articles of Incorporation.
These include the Name Change as proposed.
The procedure and requirements to effect an amendment to the Articles of
Incorporation of a Nevada corporation are set forth in this Section. This
Section provides that the proposed amendments must first be adopted by the Board
of Directors, submitted to the stockholders for their consideration at a special
or annual meeting and must be approved by persons owning a majority of the
outstanding voting securities.
Section 78.315 provides that any action required to be taken at a special
or annual meeting of the stockholders of a Nevada corporation may be taken by
written consent, in lieu of a meeting, if the consent is signed by stockholders
owning at least a majority of the voting power.
The Board of Directors of Bishop and persons owning in excess of 92% of the
outstanding voting securities of Bishop have adopted, ratified and approved the
Name Change (see the heading "Security Ownership of Principal Holders and
Management," of the caption "Voting Securities and Principal Holders Thereof,"
above). No further votes are required or necessary to effect the proposed
amendments.
ADDITIONAL INFORMATION
Additional information concerning Bishop, including its annual and
quarterly reports for the past twelve months, which have been previously filed
with the Securities and Exchange Commission, may be accessed though the EDGAR
Archives, at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
December 31, 1999
Franklyn S. Barry, Jr.
President, CEO and Director