DEFR14C: Definitive revised information statement materials
Published on March 13, 2000
SCHEDULE 14C INFORMATION
Definitive Information Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
BISHOP EQUITIES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
1) Title of each class of securities to which transaction applies:
Common Stock
2) Aggregate number of securities to which transaction applies:
2,660,000 shares
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 number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $0
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: Bishop Equities, Inc.
7825 Fay Avenue, Suite 200, LaJolla, CA 92037
4) Date Filed: March 13, 2000
BISHOP EQUITIES, INC.
7825 Fay Avenue, Suite 200
LaJolla, California 92037
Telephone Number: 858-456-5777
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
THIS INFORMAITON STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THE PROPOSED NAME CHANGE OR THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
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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 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. Only shareholders of record at the
close of business on February 23, 2000 are entitled to notice of the action
taken by written consent.
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").
The Company will bear all of the costs of the preparation and
dissemination of this Information Statement. No consideration has been or
will be paid to any officer, director, or employee of the Company in
connection with the proposed Name Change.
Correspondence with respect to the proposed Name Change should be
addressed to the Secretary of the Company at the Company's principal
executive offices at 7825 Fay Avenue, Suite 200, LaJolla, California 92037.
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.
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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 2,660,000 shares
of $.001 par value common stock of Bishop, the number of outstanding shares
of common stock at the close of business on the date hereof. Each share of
common stock is entitled to one vote. 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 February 23,
2000.
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 5% of
Bishop's common stock as of the date hereof and the share holdings of the
officers and directors of the Company:
(1) The shareholders' address is at the Company's principal executive offices
at 7825 Fay Avenue, Suite 200, LaJolla, California 92037.
(2) Assumes 2,660,000 shares outstanding based on the exchange of all of the
shares of Aethlon and Hemex in accordance with the Aethlon and Hemex
Agreements.
(3) Includes 412,500 shares issuable upon the exercise of presently-exercisable
non-qualified stock options. The percentage ownership for Mr. Barry is
based on 3,072,500 shares outstanding, assuming the exercise of the 412,500
options.
(4) Includes 201,989 shares owned of record by Linda Broenniman, Mr.
Broenniman's wife.
(5) Includes 412,500 shares issuable upon the exercise of presently-exercisable
incentive stock options held by Mr. Barry. The percentage ownership is
based on 3,072,500 shares outstanding, assuming the exercise of the 412,500
options.
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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 had 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 amendment must first be
adopted by the Board of Directors, must be 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.
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RESOLUTIONS ADOPTED BY A MAJORITY OF THE SHAREHOLDERS
After approval of the proposed Name Change by the Board of Directors
on February 18, 2000, the following resolutions were adopted by shareholders
owning in excess of 58% of the outstanding voting securities of Bishop (see
the heading "Security Ownership of Principal Holders and Management," of the
caption "Voting Securities and Principal Holders Thereof"):
WHEREAS, the directors of the Company have approved the amendment of
the Articles of Incorporation of the Company to change the name of the
Company from Bishop Equities, Inc. to Aethlon Medical, Inc.; and
NOW, THEREFORE, BE IT RESOLVED, that Article ONE of the Articles of
Incorporation be amended to read in full as follows:
"ONE: THE NAME OF THIS CORPORATION IS:
AETHLON MEDICAL, INC."
RESOLVED FURTHER, that the officers of the Company are hereby
authorized and directed to do all other things and execute and file all
documents that in their sole judgment are deemed to be necessary or
adivisable to carry out the intent of the foregoing resolution.
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
Franklyn S. Barry, Jr.
CHIEF EXECUTIVE OFFICER
March 13, 2000
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