U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT REGARDING CHANGE
IN MAJORITY OF DIRECTORS PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment #1
VEGA-ATLANTIC CORPORATION
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Commission file number 0-27845
COLORADO 84-1304106
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
________________________________________
(Address of Principal Executive Offices)
(360) 332-3823
___________________________
(Issuer's telephone number)
VEGA-ATLANTIC CORPORATION
435 Martin Street, Suite 2000
Blaine, Washington 98230
STATEMENT
Dated
August 11, 2003
GENERAL
This statement pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Statement") is being circulated to the shareholders of
Vega-Atlantic Corporation, a Colorado corporation (the "Company"), in connection
with a special meeting held by the Board of Directors of the Company approving
the execution of and related ancilliary documentation an agreement in principle
dated June 19, 2003 and a subsequent merger agreement dated July 22, 2203
(collectively, the "Merger Agreement") among the Company, Vega-Atlantic
Acquisition Corporation, the Company's wholly-owned subsidiary (Vega-Atlantic"),
Transax Limited, a Colorado corporation ("Transax"), and certain selling
shareholders of Transax.
Pursuant to the terms and conditions of the Merger Agreement and a
corresponding contribution agreement, as entered into between the Company and
Vega-Atlantic on the closing date of the Merger Agreement: (i) the Company will
contribute to Vega-Atlantic 11,066,207 shares of its restricted Common Stock,
4,500,000 stock options and 4,100,000 share purchase warrants; (ii)
Vega-Atlantic will exchange therefore with all Transax shareholders an aggregate
of 11,066,207 shares of the Company's restricted Common Stock (on the basis of
each two Transax shares of common stock exchanged into the right to receive one
share of Common Stock of the Company); (iii) Vega-Atlantic will exchange
therefore with all Transax optionholders an aggregate of 4,500,000 stock options
to replace all stock options presently outstanding in Transax (on the basis of
each two Transax stock options exchanged into the right to receive one stock
option of the Company); and (iv) Vega-Atlantic will exchange therefore with all
Transax warrantholders an aggregate of 4,100,000 share purchase warrants to
acquire a further 4,100,000 shares of the Company's Common Stock to replace all
share purchase warrants presently outstanding in Transax (on the basis of each
two Transax share purchase warrants exchanged into the right to receive one
share purchase warrant of the Company.
On July 22, 2003, the Board of Directors also approved and authorized
certain corporate action, including an amendment to the Company's Articles of
Incorporation to effect a proposed change in name and adoption of a stock option
plan for the Company. The Board of Directors further authorized and directed the
filing with the Securities and Exchange Commission and subsequent distribution
to the shareholders of record as of May 30, 2003, a notice of special
shareholders' meeting and a proxy statement (collectively, the "Proxy
Statement"). On approximately July 20, 2003, the Proxy Statement was distributed
to all shareholders of the Company.
VOTING SECURITIES AND VOTE REQUIRED
Pursuant to the Proxy Statement, a special meeting of shareholders was held
on August 8, 2003 (the "Meeting") for the following purposes: (i) to approve a
proposed amendment (the "Amendment") to the Company's Articles of Incorporation,
as amended, to effectuate a proposed name change of the Company (the "Name
Change") to such name as may be approved by the Board of Directors of the
Company in its sole and absolute discretion; (ii) to approve a proposed stock
option plan for key personnel of the Company (the "Stock Option Plan"); and
(iii) to ratify the prior actions by shareholders of the Company taken pursuant
to a written consent of dated March 25, 2003 approving a reverse stock split
effectuated approximately April 2, 2003 (the "Reverse Stock Split").
Only shareholders of record at the close of business on June 9, 2003 (the
"Record Date") were entitled to notice of and to vote the shares of Common
Stock, $0.00001 par value, of the Company held by them on such date at the
Meeting or any and all adjournments thereof. As of the Record Date an aggregate
1,126,606 shares of Common Stock were outstanding. There was no other class of
voting securities outstanding at that date.
Each share of Common Stock held by a shareholder entitled such shareholder
to one vote on each matter that was voted upon at the Meeting. The presence, in
person or by proxy, of the holders of a majority of the outstanding shares of
Common Stock was necessary to constitute a quorum at the Meeting. Assuming that
a quorum was present, (i) the affirmative vote of the holders of a majority of
the shares of Common Stock outstanding was required to approve the proposed
Amendment to effectuate the proposed Name Change to such name as may be approved
by the Board of Directors of the Company in its sole and absolute discretion;
(ii) the affirmative vote of the holders of a majority of the shares of Common
Stock outstanding was required to approve the proposed Stock Option Plan; and
(iii) the affirmative vote of the holders of a majority of the shares of Common
Stock outstanding was required to ratify the prior actions of the shareholders
taken pursuant to the written consent of shareholders dated March 25, 2002
approving the Reverse Stock Split.
On August 8, 2003, the Meeting of shareholders was held with the resulting
votes cast either in person or proxy as follows: (i) 822,251 votes FOR approval
of the Name Change and 93 votes AGAINST approval of the Name Change; (ii)
732,782 votes FOR approval of the Stock Option Plan and 126 votes AGAINST
approval of the Stock Option Plan; and (iii) 822,201 votes FOR ratification of
the Reverse Stock Split and 118 votes AGAINST ratification of the Reverse Stock
Split.
Moreover, on August 8, 2003, the shareholders of Transax holding
approximately 92.16% of the issued and outstanding shares of common stock of
Transax approved the terms and conditions of the Merger Agreement and its
related materials.
It is anticipated that consummation of the Merger Agreement will be
effective approximately August 14, 2003. Commensurate with consummation of the
Merger Agreement, the Board of Directors of the Company shall appoint Stephen
Walters as the President, Chief Executive Officer and a director of the Company,
and Nathalie Pilon CMA as the Chief Financial Officer and Secretary of the
Company, both effective August 14, 2003. Commensurate with the effectiveness of
this Statement, the following additional officers and directors shall be
appointed to their respective positions with the Company effective approximately
August 22, 2003.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
In accordance with the terms and provisions of the Merger Agreement, the
Board of Directors of the Company will subsequently (i) appoint Stephen Walters
as a director and as the President and Chief Executive Officer of the Company
effective August 14, 2003; (ii) appoint Nathalie Pilon CMA as the Chief
Financial Officer and Secretary of the Company effective August 14, 2003; (iii)
nominate and appoint the following additional persons effective approximately
August 22, 2003 to serve as directors of the Company until the next annual
meeting of the Company's shareholders or until their respective successor has
been elected and qualified; and (iv) nominate and appoint the following
additional persons effective approximately August 22, 2003 to serve as officers
of the Company.
Name Age Position with the Company
__________________ ___ _________________________________
Stephen Walters 44 President/Chief Executive Officer
and Director
Graeme Smith 42 Vice President and Director
Nathalie Pilon CMA 35 Chief Financial Officer/Secretary
Laurie Bewes BBA 51 Director
David M. Bouzaid 49 Director
Grant Atkins 43 Director
STEPHEN WALTERS will be appointed as the President, Chief Executive Officer
and a director of the Company, effective on August 14, 2003. Mr. Walters
currently is the president, chief executive officer and a director of Transax.
Mr. Walters has more than fifteen years of business experience in the
Asia-Pacific Region. He is responsible for corporate development initiatives
that have seen a successful restructuring of the predecessor company. Mr.
Walters is also the founder and principal of the Carlingford Group of companies
based in Singapore. In the past twenty-four months, Mr. Walters has raised over
$6,000,000 for investment in promising early stage technology companies
principally from North America and to expand their operations to the
Asia-Pacific region through the establishment of joint ventures with strategic
partners and licensing arrangements. The Carlingford Group focuses on companies
in the biomedical, computer network and wireless telecommunications industries.
Mr. Walters possesses an in depth knowledge of the public markets having
previously acted as president and chief executive officer of a USA public
company. Mr Walters currently is a director of a number of private companies in
Canada and Singapore.
GRAEME SMITH has been nominated to be appointed as a Vice President and a
director of the Company, effective on August 22, 2003. Mr. Smith currently is
the vice president and a director of Transax. During the past several years, Mr.
Smith was a former
general manager of Telstra Technologies of Australia and managing director of
Telstra Corporation's customer premises equipment business with a responsibility
for a workforce of over 5,500 staff and a cash flow of over $1 billion. Mr.
Smith's principal expertise is related to business development, marketing and
strategic planning within the telecommunications industry. More recently, Mr.
Smith co-founded a private telecommunications company and successfully raised
over $100 million in the capital markets for mergers and acquisition purposes.
Currently, Mr. Smith is also chairman and president of an organization that
specializes in assisting telecommunication companies seeking entry into the
global marketplace.
NATHALIE PILON will be appointed as the Chief Financial Officer and
Secretary of the Company, effective on August 14, 2003. Ms. Pilon currently is
the chief financial officer and secretary of Transax. Over the past several
years, Ms. Pilon has gained significant experience in finance, international
accounting, management and strategic planning while acting as controller for
development stage corporations, such as Lorus Therapeutics, Inc. (formerly
Imutec Corporation Inc.). Ms. Pilon was also formerly chief financial officer
for MIV Therapeutics Inc., an OTCBB listed company. Over the past few years, Ms.
Pilon consulted with various biotech and high tech companies, including Chromos
Molecular Systems and International Hydro Cut. Ms. Pilon holds a CMA designation
and obtained her bachelor's degree in Business Administration from Sherbrooke
University in 1990.
LAURIE BEWES has been nominated to be appointed as a director of the
Company, to be effective on August 22, 2003. Mr. Bewes currently is a director
of Transax. Mr. Bewes has a Bachelor of Business Administration (RMIT) and is a
member of the Australian Institute of Company Directors (MAICD). His business
background over the past twenty years includes joint ventures, business
development, mergers, infrastructure privatization and start-ups across South
America (Argentina and Brazil), Asia (Indonesia, Singapore and Malaysia) and
Australia/New Zealand. Mr. Bewes has worked in various senior executive
positions for companies such as P & O, ANL and TNT.
DAVID BOUZAID has been nominated to be appointed as a director of the
Company, to be effective on August 22, 2003. Mr. Bouzaid currently is a director
of Transax. Mr. Bouzaid has accumulated twenty-seven years experience in the
health insurance industry within Asia and the Australasia region. Mr. Bouzaid
specializes in New Business Development within the health insurance industry and
over the past four years he has gained a wealth of experience in Global
Healthcare Insurance. Mr. Bouzaid is currently regional director (Asia-Pacific)
for Interglobal Insurance Services Ltd. based in Bangkok, Thailand.
GRANT ATKINS is a director of the Company and has been the President/Chief
Executive Officer, Secretary, Treasurer/Chief Financial Officer since October
15, 1998. For the past six years, Mr. Atkins has been self-employed and has
acted as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. During 1998 and
1999 Mr. Atkins was a consultant through the private management consulting
companies of TriStar Financial Services, Inc. and Investor Communications
International, Inc. Mr. Atkins is also a member of the board of directors of
Intergold Corporation, a publicly traded corporation formerly engaged in the
exploration of gold and silver, and a member of the board of directors of
GeneMax Corp., a publicly traded corporation.
As of the date of this Statement, no director or executive officer of the
Company is or has been involved in any legal proceeding concerning: (i) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses) within the past five years; (iii) being
subject to any order, judgment or decree permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).
AUDIT COMMITTEE
As of the date of this Statement the Company has not appointed members to
an Audit Committee. As of the date of this Statement no Audit Committee exists.
Therefore, the role of an Audit Committee has been conducted by the Board of
Directors of the Company.
The Company intends to establish an Audit Committee with additional
appointments to the Board of Directors of the Company, as the case may be. When
established, the Audit Committee will be comprised of at least two disinterested
members of the Board of Directors of the Company. When established, the Audit
Committee's primary function will be to provide advice with respect to the
Company's financial matters and to assist the Board of Directors in fulfilling
its oversight responsibilities regarding finance, accounting, tax and legal
compliance. The Audit Committee's primary duties and responsibilities will be:
(i) to serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) to review and
appraise the audit efforts of the Company's independent accountants; (iii) to
evaluate the Company's quarterly financial performance as well as its compliance
with laws and regulations; (iv) to oversee management's establishment and
enforcement of financial policies and business practices; and (v) to provide an
open avenue of communication among the independent accountants, management and
the Board of Directors.
The Board of Directors of the Company has considered whether the provision
of such non-audit services would be compatible with maintaining its principal
independent accountant's independence. The Board of Directors considered whether
the Company's principal independent accountant was independent, and concluded
that its principal independent accountant for the previous fiscal years ended
March 31, 2002 and March 31, 2003, was independent.
AUDIT FEES
During the fiscal year ended March 31, 2003, the Company incurred
approximately $13,000 in fees to its principal independent accountant for
professional services rendered in connection with preparation and audit of the
Company's financial statements for fiscal year ended March 31, 2003 and for the
review of the Company's financial statements for the quarters ended June 30,
2002, September 30, 2002 and December 31, 2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the fiscal year ended March 31, 2003, the Company did not incur any
fees for professional services rendered by its principal independent accountant
for certain information technology services which may have included, but were
not limited to, operating or supervising or managing the Company's information
or local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.
ALL OTHER FEES
During the fiscal year ended March 31, 2003, the Company did not incur any
other fees for professional services rendered by its principal independent
accountant for all other non-audit services which may have included, but were
not limited to, tax-related services, actuarial services or valuation services.
EXECUTIVE COMPENSATION
As of the date of this Statement none of the officers or directors of the
Company are compensated for their roles as directors or executive officers of
the Company as the Company is only in the development stage and has not yet
realized substantial revenues from business operations. Officers and directors
of the Company, however, are reimbursed for any out-of-pocket expenses incurred
by them on behalf of the Company. None of the Company's directors or executive
officers are party to employment agreements with the Company. The Company
presently has no pension, health, annuity, insurance, profit sharing or similar
benefit plans.
Grant Atkins, the current President, Secretary, Treasurer and director of
the Company, derives remuneration from the Company indirectly through Investor
Communications International, Inc., which provides a wide range of financial,
consulting, administrative and management services to the Company on a
month-to-month basis as needed.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As a result of the proposed issuance of restricted shares of Common Stock
and the grant of options and common stock purchase warrants pursuant to the
Merger Agreement, there will be a change in control of the Company. As of the
date of consummation of the Merger Agreement, it is anticipated that the Company
will issue an aggregate of 11,066,207 shares of its restricted Common Stock to
the Transax Shareholders and will grant an aggregate of 4,100,000 warrants and
4,500,000 options to the existing Transax warrantholders and optionholders. The
table below reflects ownership assuming all issuance of Common Stock have been
made and all grants of options and warrants have been made in accordance with
the terms of the Merger Agreement.
The Board of Directors of the Company hereby set forth the names and
addresses, and the approximate number of shares of Common Stock owned of record
or to be owned of record or beneficially by each person who owned of record or
to be owned of record, or is known by the Company to own beneficially, more than
five percent (5) of the Company's Common Stock, and the name and shareholdings
of each officer and director of the company, and all officers and directors as a
group.
After completion of the issuances of Common Stock and options and warrants
as required by the Merger Agreement, management of the Company anticipates that
the total estimated capitalization of the Company will be 12,172,908 shares of
Common Stock issued and outstanding on a non-fully diluted basis.
________________________________________________________________________________
Title of Class Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership of Class
________________________________________________________________________________
(1)(2)
Common Stock Carlingford 11,427,425 76.83%
Investments Limited
80 Raffles Place
#16-20 UOB Plaza II
Singapore 048624
(1)(3)
Common Stock Cardlink Worldwide Inc. 1,191,870 9.79%
Flat 3, Elstree Court
61 Bisham Road
Bonsucesso Rio de Janeiro
Brazil
(1)(4)
Common Stock Stephen Walters 1,000,000 7.59%
Bali View Block A4/7
Jl. Cirendeu Raya 40
Jakarta Seletan 13419
Indonesia
(1)(5)
Common Stock Graeme Smith 150,000 1.22%
25 South Harper's Rd.
Woodend
Victoria, Australia
3442
(1)(6)
Common Stock Nathalie Pilon 100,000 0.08%
2919 Ontario Street
Vancouver, British Columbia
Canada V5T 2Y3
(1)(7)
Common Stock Laurie Bewes 200,000 0.16%
429 Willarong Road
Caringbah, Australia
N5W 2229
(1)(8)
Common Stock David Bouzaid 200,000 0.16%
Jl. Bangka 7
Dalam No. 3A
Kemang
Jakarta Selata 12730
Indonesia
(1)
Common Stock Grant Atkins -0- 0%
435 Martin Street
Suite 2000
Blaine, Washington 98230
(9)
Common Stock All officers and 1,425,000 10.48%
directors
as a group (6 persons)
________________________________________________________________________________
(1)
These are restricted shares of Common Stock.
(2)
This figure includes (a) an aggregate of 8,727,425 shares of Common Stock of
which 4,039,079 shares held of record by Carlingford Investments Limited as
trustee on behalf of approximately eighty-five investors will be issued directly
to such investors upon the closing of the Merger Agreement; and (b) an
assumption of the exercise of an aggregate of 2,700,000 warrants, to be issued
by the Company upon the closing of the Merger Agreement, exercisable by
Carlingford Investments Limited as trustee on behalf of several investors into
2,700,000 shares of Common Stock at the rate of $1.00 per share expiring on
August 14, 2008. Mr. Walters is, at present, the sole director of Carlingford
Investments Limited.
(3)
The 1,191,870 shares of Common Stock will be held of record by Cardlink
Worldwide Inc. as trustee on behalf of several underlying shareholders of
Cardlink Worldwide Inc.
(4)
Represents an assumption of the exercise by Mr. Walters of an aggregate of
1,000,000 options to be granted by the Company upon the closing of the Merger
Agreement, to acquire 1,000,000 shares of Common Stock at $0.50 per share
expiring August 14, 2008.
(5)
Represents an assumption of the exercise by Mr. Smith of an aggregate of
150,000 options to be granted by the Company upon the closing of the Merger
Agreement, to acquire 150,000 shares of Common Stock at $0.50 per share expiring
August 14, 2008.
(6)
This figure includes 50,000 shares of Common Stock presently held by
Carlingford Investments Limited on behalf of Ms. Pilon which will be issued
directly to Ms. Pilon upon the closing of the Merger Agreement. This figure also
represents an assumption of the exercise by Ms. Pilon of an aggregate of 100,000
options to be granted by the Company upon the closing of the Merger Agreement,
to acquire 100,000 shares of Common Stock at $0.50 per share expiring August 14,
2008.
(7)
Represents an assumption of the exercise by Mr. Bewes of an aggregate of
200,000 options to be granted by the Company upon the closing of the Merger
Agreement, to acquire 200,000 shares of Common Stock at $0.50 per share expiring
August 14, 2008.
(8)
Represents an assumption of the exercise by Mr. Bouzaid of an aggregate of
200,000 Stock Options to acquire 200,000 shares of common stock at $0.50 per
share expiring December 31, 2007.
(9)
This figure includes the assumption of the exercise of an aggregate of
1,650,000 options into 1,650,000 shares of Common Stock.
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
One Statement will be delivered to multiple shareholders sharing an address
unless the Company receives contrary instructions from one or more of the
shareholders. Upon receipt of such notice, the Company will undertake to deliver
promptly a separate copy of the Statement to the shareholder at a shared address
to which a single copy of the documents was delivered and provide instructions
as to how the shareholder can notify the Company that the shareholder wishes to
receive a separate copy of the Statement. In the event a shareholder desires to
provide such notice to the Company, such notice may be given verbally by
telephoning the Company's offices at (360) 332-7734 or by mail to 435 Martin
Street, Suite 2000, Blaine, Washington 98230.
By Order of the Board of Directors
Grant Atkins, President