SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
DISEASE SCIENCES, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
DISEASE SCIENCES, INC.
TO OUR STOCKHOLDERS:
This information statement is being provided to the stockholders of
Disease Sciences, Inc. Our Board of Directors has approved, and recommended the
approval by our stockholders, of a 1 for 10 reverse split of our common stock,
par value $.001 per share ("Common Stock"), issued and outstanding as of
December 3, 2001.
As a matter of regulatory compliance we are sending you this
Information Statement which describes the purpose and provisions of the 1 for 10
reverse split of our Common Stock.
Please feel free to call us at 561-487-3655 should you have any
questions on the enclosed Information Statement. We thank you for your continued
interest in the Disease Sciences, Inc.
For the Board of Directors
of DISEASE SCIENCES, INC.
/s/ Dr. Wayne Goldstein
-----------------------------------
Dr. Wayne Goldstein, President
DISEASE SCIENCES, INC.
20283 State Road 7
Suite 400
Boca Raton, FL 33498
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Disease Sciences, Inc., a Delaware corporation (formerly known as
AuctionAnything.com, Inc.), in connection with the proposed adoption of an
amendment to the Company's Certificate of Incorporation (the "Amendment") by the
written consent of the holders of a majority in interest of the Company's voting
capital stock ("Voting Capital Stock") consisting of the Company's outstanding
Common Stock ("Common Stock"). The purpose of filing the Amendment is to effect
a 1 for 10 reverse stock split of the Company's outstanding Common Stock (the
"Reverse Stock Split"). The Company's Board of Directors, on December 3, 2001,
approved the Amendment and recommended by written consent that the Amendment be
approved by our stockholders. Upon receipt of the requisite stockholder
approval, the proposed Amendment will become effective when filed with the
Secretary of State of the State of Delaware. The Company anticipates that the
filing of the Amendment will occur on or about January __, 2001 (the "Effective
Date"). If the proposed Amendment were not adopted by written consent, it would
have to be considered by the Company's stockholders at a special stockholders'
meeting convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
228 of the Delaware Law, the Amendment is required to be approved by the a
majority of our stockholders. In order to eliminate the costs and management
time involved in holding a special meeting, our Board of Directors voted to
utilize the written consent of the holders of a majority in interest of our
Common Stock.
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Dr. Wayne Goldstein and Mr. Brian S. John, our officers and directors
who own in the aggregate 61,890,000 shares of our Common Stock representing
approximately 67.5% of our outstanding Common Stock, have indicated that they
intend to give their written consent to the adoption of the Amendment described
in this Information Statement. The written consent of such persons to the
approval of the Amendment will become effective upon the filing of their written
consents with our Secretary. We anticipate that the filing of such written
consents will occur on or before January __, 2001. The date on which this
Information Statement was first sent to stockholders is on or about December __,
2001. The record date established by us for purposes of determining the number
of outstanding shares of our Common Stock is December 3, 2001 (the "Record
Date").
Pursuant to Delaware Law, we are required to provide prompt notice of
the taking of the corporate action without a meeting to the stockholders of
record who have not consented in writing to such action. Inasmuch as we will
have provided this Information Statement to our stockholders of record on the
Record Date, no additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under Delaware Law are afforded to our
stockholders as a result of the adoption of the Plan.
EXECUTIVE OFFICES
Our principal executive offices are located at 20283 State Road 7,
Suite 400, Boca Raton, FL 33498. Our telephone number is (561) 487-3655.
OUTSTANDING VOTING STOCK OF DISEASE SCIENCES
As of the Record Date, there were 91,669,002 shares of our Common Stock
outstanding. The Common Stock constitutes the sole class of our voting
securities. Each share of Common Stock entitles the holder thereof to one vote
on all matters submitted to stockholders. The following table sets forth Common
Stock ownership information as of the Record Date with respect to (i) each
person known to us to be the beneficial owner of more than 5% of our Common
Stock; (ii) each of our directors; (iii) each person intending to file a written
consent to the adoption of the Plan described herein; and (iv) all of our
directors, executive officers and designated stockholders as a group. This
information as to beneficial ownership was furnished to us by or on behalf of
the persons named. Unless otherwise indicated, the business address of each
person listed is 20283 State Road 7, Suite 400, Boca Raton, FL 33498.
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Shares Beneficially
Name of Owned
Beneficial Owner Number Percent
----------------------------- --------------------
Dr. Wayne Goldstein 35,945,000 39.2%
Brian S. John 25,945,000 28.3%
Bryant Villeponteau, Ph.D.(1) 0 -
Raymond J. Hotaling(2) 7,921,694 8.6%
Martin M. Meads(2) 7,059,745 7.7%
All officers and directors
as a group (three persons) 61,890,000 67.5%
(1) Dr. Villeponteau is the Chief Executive Officer and a shareholder
of HealthSpan Sciences, Inc. which owns 3,800,000 shares of our common stock.
(2) Messrs. Hotaling and Meads were formerly members of our Board of
Directors and our officers. Their address is 35 West Pine Street, Suite 227,
Orlando, Florida 32801
AMENDMENT TO CERTIFICATE TO EFFECT A
1 FOR 10 REVERSE STOCK SPLIT
On December 3, 2001, our Board of Directors voted unanimously to
authorize and recommend that our stockholders approve a proposal to effect the
Reverse Stock Split. Pursuant to the Reverse Stock Split, each 10 of the
outstanding shares of our Common Stock on the date of the Reverse Stock Split
(the "Old Shares") will be automatically converted into 1 share of our Common
Stock (the "New Shares"). The Reverse Stock Split will not alter the number of
shares of our Common Stock we are authorized to issue, but will simply reduce
the number of shares of our Common Stock issued and outstanding. We have no
current plans to issue any of the authorized but unissued shares of our common
stock created by the Reverse Stock Split. The Reverse Stock Split will become
effective upon filing of the Amendment with the Delaware Secretary of State, but
our Board of Directors reserves the right not to make such filing if it deems it
appropriate not to do so.
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Purpose and Effect of Proposed Reverse Stock Split
The Board believes the Reverse Stock Split is desirable because it will
assist us by helping to raise the trading price of our Common Stock. Our Board
believes that the higher share price which should result from the Reverse Stock
Split will help generate interest in us among investors and thereby assist us in
raising capital to fund our operations.
The effect of the Reverse Stock Split upon the market price for our
Common Stock cannot be predicted. There can be no assurance that the market
price per New Share of our Common Stock after the Reverse Stock Split will rise
in proportion to the reduction in the number of Old Shares of our Common Stock
outstanding resulting from the Reverse Stock Split. The market price of our
Common Stock may also be based on our performance and other factors, some of
which may be unrelated to the number of shares outstanding.
The Reverse Stock Split will effect all of our stockholders uniformly
and will not affect any stockholder's percentage ownership interests in us or
proportionate voting power, except to the extent that the Reverse Stock Split
results in any of our stockholders owning a fractional share. In lieu of issuing
fractional shares, we will issue any stockholder who otherwise would have been
entitled to receive a fractional share as a result of the Reverse Stock Split
one share of our Common Stock. The Reverse Stock Split may result in certain of
our stockholders owning "odd lots" (i.e. a number of shares of our common stock
not divisible by 100). Stockholders owning "odd lots" may experience difficulty
selling their shares in the open market.
The Reverse Stock Split will have the following effects upon the number
of shares of our Common Stock outstanding and the number of authorized and
unissued shares of our Common Stock:
o The number of shares owned by each holder of Common Stock
will be reduced by the ratio of 10 to 1;
o The number of shares of Common Stock we are authorized to
issue will remain the same; o The per share loss and net book
value of our Common Stock will be increased because there will
be fewer shares of our Common Stock outstanding;
o The par value of the Common Stock will remain $.001 per share;
o The stated capital on our balance sheet attributable to the
Common Stock will be reduced to 1/10 of its present amount,
and the additional paid-in capital account shall be credited
with the amount by which the stated capital is reduced; and
o All outstanding options entitling the holders thereof to
purchase shares of Common Stock will enable such holders to
purchase, upon exercise of their options, 1/10 of the number
of shares of Common Stock which such holders would have been
able to purchase upon exercise of their options immediately
preceding the Reverse Stock Split at the same aggregate price
required to be paid therefor upon exercise thereof immediately
preceding the Reverse Stock Split.
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Manner of Effecting the Reverse Stock Split and Exchange Stock Certificates
The Reverse Stock Split will be effected by the filing of a Certificate
of Amendment to our Certificate of Incorporation with the Secretary of the State
of Delaware. The Reverse Stock Split will become effective on the date of filing
the Certificate of Amendment unless we specify otherwise (the "Effective Date").
As soon as practicable after the Effective Date, we will send a letter of
transmittal to each holder of record of Old Shares outstanding on the Effective
Date. The letter of transmittal will contain instructions for the surrender of
certificates representing the Old Shares. Upon proper completion and execution
of the letter of transmittal and return thereof, together with certificates
representing the Old Shares, a stockholder will be entitled to receive a
certificate representing the number of the New Shares into which his Old Shares
have been reclassified as a result of the Reverse Stock Split. Stockholders
should not submit any certificates until requested to do so. No new certificate
will be issued to a stockholder until such stockholder has surrendered his
outstanding certificates together with the properly completed and executed
letter of transmittal. Until so surrendered, each outstanding certificate
representing the Old Shares will be deemed for all corporate purposes after the
Effective Date to evidence ownership of the New Shares in the appropriately
reduced number.
No Rights of Appraisal
Under the laws of the State of Delaware, our dissenting stockholders
are not entitled to appraisal rights with respect to our proposed Amendment to
effect the Reverse Stock Split, and we will not independently provide our
stockholders with any such right.
Certain Federal Income Tax Consequences
We believe that the federal income tax consequences of the Reverse
Stock Split to holders of Old Shares and holders of New Shares will be as
follows:
o No gain or loss will be recognized by a stockholder on the
surrender of the Old Shares or receipt of a certificate
representing New Shares.
o The aggregate tax basis of the New Shares will equal the
aggregate tax basis of the Old Shares exchanged therefor.
o The holding period of the New Shares will include the holding
period of the Old Shares if such Old Shares were held as
capital assets.
o The conversion of the Old Shares into the New Shares will
produce no gain or loss to us.
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Notwithstanding the foregoing, the federal income tax consequences of
the receipt of an additional share in lieu of a fractional interest is not clear
but may result in tax liabilities which should not be material in amount in view
of the low value of the fractional interest.
Our beliefs regarding, the tax consequence of the Reverse Split are not
binding upon the Internal Revenue Service or the courts, and there can be no
assurance that the Internal Revenue Service or the courts will accept the
positions expressed above.
This summary does not purport to be complete and does not address the
tax consequences to holders that are subject to special tax rules, such as
banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident foreign individuals, broker-dealers and
tax exempt entities.
The state and local tax consequences of the Reverse Stock Split may
vary significantly as to each stockholder, depending upon the state in which he
or she resides.
The foregoing summary is included for general information only.
Accordingly, stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the Reverse Stock
Split.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Wayne Goldstein
----------------------------------
Dr. Wayne Goldstein, President
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