SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
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of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
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[ X ] Definitive Information Statement
NUWAY ENGERGY, INC.
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(Name of Registrant as Specified In Its 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.
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1)Title of each class of securities to which transaction applies:
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2)Aggregate number of securities to which transaction applies:
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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
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calculated and state how it was determined):
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4)Proposed maximum aggregate value of transaction:
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5)Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
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2)Form, Schedule or Registration Statement No.:
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3)Filing Party:
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4)Date Filed:
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INFORMATION STATEMENT
OF
NUWAY ENERGY, INC.
23461 South Pointe Dr., Suite 200
Laguna Hills, CA 92653
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about September
25, 2002 to the holders of record as of the close of business on July 29, 2002
of the common stock of NuWay Energy, Inc. ("NuWay").
This Information Statement is being sent in compliance with Section 228(e)
of the Delaware General Corporation Law.
NuWay's Board of Directors has approved, and a total of 6 stockholders
owning 3,930,183 shares of the 7,761,353 shares of common stock outstanding as
of July 29, 2002 have consented in writing to the actions described below. Such
approval and consent constitute the approval and consent of a majority of the
total number of shares of outstanding common stock and are sufficient under the
Delaware General Corporation Law and NuWay's By-Laws to approve the actions.
Accordingly, the actions will not be submitted to the other stockholders of
NuWay for a vote and this Information Statement is being furnished to
stockholders to provide them with certain information concerning the actions in
accordance with the requirements of the Securities Exchange Act of 1934 and the
regulations promulgated thereunder, including Regulation 14C.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
NuWay will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. NuWay will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the beneficial owners of NuWay's common stock.
NuWay will only deliver one information statement to multiple security
holders sharing an address unless we have received contrary instructions from
one or more of the security holders. NuWay will promptly deliver a separate
copy of this information statement and future shareholder communication
documents to any security holder 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
security holder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
NuWay Energy, Inc.
23461 South Pointe Dr., Suite 200
Laguna Hills, CA 92653
(949) 553-8002
Security holders may also address future requests regarding delivery of
information statements and/ or annual reports by contacting NuWay at the address
listed above.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to NuWay's Bylaws and the Delaware General Corporation Act, a vote
by the holders of at least a majority of NuWay's outstanding capital stock is
required to effect the actions described herein. NuWay's Certificate of
Incorporation does not authorize cumulative voting. As of the record date,
NuWay had 7,761,353 voting shares of common stock issued and outstanding of
which 3,880,677 shares are required to pass any stockholder resolutions. The
consenting stockholders, who consist of 6 current stockholders of NuWay, are
collectively the record and beneficial owners of 3,930,183 shares, which
represents 50.6% of the issued and outstanding shares of common stock. Pursuant
to Section 228 (a) of the Delaware General Corporation Act, the consenting
stockholders voted in favor of the actions described herein in a written
Consent, dated August 12, 2002. No consideration was paid for the consent. The
consenting stockholders were Todd Sanders, William Bossung, Augustine Fund,
L.P., Camden Holdings, Inc., Brian Porter and David Matteson.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Dennis Calvert, the president and a director of NuWay, is the president of
Med Wireless, Inc. and owns approximately a 10% interest in Med Wireless, either
directly or indirectly.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 29, 2002 as to each
person who is known to NuWay to be the beneficial owner of more than 5% of
NuWay's outstanding common stock and as to the security and percentage ownership
of each executive officer and director of NuWay and all officers and directors
of NuWay as a group. Except where specifically noted, each person listed in the
table has sole voting and investment power with respect to the shares listed.
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 July 29, 2002.
Number of shares of common Percentage of common stock
Name and Address of Beneficial Owner stock beneficially owned beneficially owned
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Augustine Fund, L.P.(1) 1,622,520 20.9%
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M.H. Meyerson & Co. Inc.(2) 1,146,610 14.8%
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Camden Holdings, Inc.(3) 1,000,000 12.9%
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William Bossung (4)(5) 839,403 10.8%
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Todd Sanders(4)(6) 718,260 9.3%
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Dennis Calvert(4)(7) -0- *
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Joseph Provenzano(4)(8) -0- *
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Michael Iscove(4)(9) 50,000 *
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Joseph Tawil(4)(10) 100,000 1.3%
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All executive officers and directors as a
group (6 persons) 1,707,663 22.0%
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* Less than 1%.
(1) Based upon filings by Augustine Fund, L.P. with the Securities and Exchange
Commission. Includes 302,857 shares owned by Brian Porter. Includes 30,286
shares owned by David Matteson. Mr. Porter and Mr. Matteson are controlling
members, directors and/or officers of Augustine Capital, the general
partner of Augustine Fund, L.P. The address of Augustine Fund, L.P. is 141
W. Jackson, Suite 2182, Chicago, IL 60604.
(2) Includes 728,910 shares which may be acquired upon exercise of NuWay's
publicly traded warrants at an exercise price of $3.00 and 225,000 shares
of stock which may be acquired upon exercise of investment banker warrants
at an exercise price of $1.06 per share. The address for M.H. Meyerson &
Co. is 525 Washington Blvd., Jersey City, NJ 07503.
(3) The address for Camden Holdings, Inc. is 9595 Wilshire Blvd., Beverly, CA
90210.
(4) The address for each named officer and director is 23461 South Pointe
Dr., Suite 200, Laguna Hills CA 92653.
(5) Mr. Bossung is the chief operating officer, secretary and a director of
NuWay. Includes 125,000 shares which may be acquired upon exercise of
NuWay's publicly traded warrants at an exercise price of $3.00 per share.
(6) Mr. Sanders is a director of NuWay. Includes 125,000 shares which may be
acquired upon exercise of NuWay's publicly traded warrants at an exercise
price of $3.00 per share.
(7) Mr. Calvert is the president and a director of NuWay.
(8) Mr. Provenzano is a director of NuWay.
(9) Mr. Iscove is a director of NuWay. Includes 50,000 shares which may be
acquired upon exercise of NuWay's options at an exercise price of $0.30 per
share.
(10) Mr. Tawil is the acting chief financial and accounting officer of NuWay.
Includes 100,000 shares which may be acquired upon exercise of NuWay's
options at an exercise price of $0.30 per share.
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS
The following actions were taken based upon the recommendation of NuWay's
Board of Directors and the written Consent of the consenting stockholders:
ACTION 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On July 19, 2002, the Board issued a Consent whereby they unanimously
approved an amendment to NuWay's Certificate of Incorporation to change the name
of the company from "NuWay Energy, Inc." to "NuWay Medical, Inc." (the "Name
Change"). On August 12, 2002, the consenting stockholders issued a Consent,
whereby they approved the Name Change. It is the opinion of the Board and the
consenting stockholders that the Name Change is desirable to more accurately
reflect the nature of the business and operations of NuWay on a going forward
basis. Over the next four quarters, NuWay intends to shift its business focus
away from the oil and gas, gaming equipment and cigar industries, and toward the
medical technology and healthcare services industries. Accordingly, it is the
opinion of the Board that it is in the best interests of the company and its
stockholders to commence the Name Change.
NuWay's stockholders will not be affected by the name change in any way,
and NuWay stockholders will not be required to exchange outstanding stock
certificates for new certificates.
The Name Change Amendment will become effective upon the filing of the
Amended Certificate of Incorporation with the Secretary of State of Delaware.
Under federal securities laws, NuWay cannot file the Amended Certificate of
Incorporation until at least 20 days after the mailing of this Information
Statement.
ACTION 2
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
On July 19, 2002, the Board issued a Consent whereby they unanimously
approved an amendment to NuWay's Certificate of Incorporation to increase the
authorized common stock from 15,000,000 to 100,000,000 shares, and to authorize
the issuance of up to 25,000,000 shares of preferred stock, such terms to be
defined at the time of issuance. Both share authorizations are cumulatively
referred to as the "Authorized Shares Amendment." On August 12, 2002, the
consenting stockholders issued a Consent, whereby they approved the Authorized
Shares Amendment. Currently, NuWay has 15,000,000 shares of common stock
authorized, of which 7,761,353 shares are issued and outstanding as of the
record date.
The Authorized Shares Amendment will be implemented by filing the Amended
Certificate of Incorporation with the Secretary of State of Delaware. Once
NuWay files the Amended Certificate of Incorporation, NuWay will have 91,845,095
shares of authorized but unissued common stock available for issuance. The
unissued shares of common stock will be available for issuance from time to time
as may be deemed advisable or required for various purposes, including the
issuance of shares in connection with financing or acquisition transactions and
the issuance or reservation of common stock for employee stock options. NuWay's
Board would be able to authorize the issuance of shares for these transactions
without the necessity, and related costs and delays, of either calling a special
stockholders' meeting or of waiting for the regularly scheduled annual meeting
of stockholders in order to increase the authorized capital. If in a particular
transaction stockholder approval were required by law or any stock exchanges or
markets or were otherwise deemed advisable by the Board, then the matter would
be referred to the stockholders for their approval notwithstanding that NuWay
may have the requisite number of voting shares to consummate the transaction.
The Authorized Shares Amendment is not intended to have any anti-takeover
effect and is not part of any series of anti-takeover measures contained in any
debt instruments or the Certificate of Incorporation or the Bylaws of NuWay in
effect on the date of this Information Statement. However, NuWay stockholders
should note that the availability of additional authorized and unissued shares
of common stock could make any attempt to gain control of NuWay or the Board
more difficult or time consuming and that the availability of additional
authorized and unissued shares might make it more difficult to remove
management. Although the Board currently has no intention of doing so, shares
of common stock could be issued by the Board to dilute the percentage of common
stock owned by a significant stockholder and increase the cost of, or the number
of, voting shares necessary to acquire control of the Board or to meet the
voting requirements imposed by Delaware law with respect to a merger or other
business combination involving NuWay. NuWay is not aware of any proposed
attempt to take over the company or of any attempt to acquire a large block of
NuWay's common stock. NuWay has no present intention to use the increased
authorized common stock for anti-takeover purposes.
The Authorized Shares Amendment will become effective upon the filing of
the Amended Certificate of Incorporation. Under federal securities laws, NuWay
cannot file the Amended Certificate of Incorporation until at least 20 days
after the mailing of this Information Statement
ACTION 3
APPROVAL OF MED WIRELESS EXCLUSIVE LICENSE AND ASSIGNMENT AGREEMENT
On August 12, 2002, the consenting stockholders issued a Consent
whereby they approved the Terms (as defined below) of a proposed license and
assignment agreement between the Corporation and Med Wireless, Inc., a Nevada
corporation ("Med Wireless"). On August 19, 2002, the Board issued a Resolution
adopting and approving an Exclusive License and Assignment Agreement (the "Med
Wireless Agreement") by and among NuWay and Med Wireless pursuant to which (i)
for a period of 15 years, NuWay would license from Med Wireless all of its
rights and interest in certain applications and software relating to the
movement of medical images and data though the Internet and handheld wireless
devices, databases of healthcare providers and customer lists, (ii) Med Wireless
would assign its customer and distribution agreements related to the licensed
intellectual property to NuWay, and (iii) NuWay would assume $1,120,000 of
outstanding debt of Med Wireless, in exchange for the issuance to Med Wireless
of 6,600,000 shares of NuWay restricted common stock (the "Terms"). The Med
Wireless Agreement will result in Med Wireless owning approximately 42.1% of
NuWay's outstanding shares after giving effect to the transaction. Two
affiliated parties, each with minority interests in NuWay, also own minority
interests in Med Wireless either directly or indirectly. The two parties
combined control 52.3% of Med Wireless, although the two parties do not have any
oral or written agreement to act in concert in any respect. The closing of this
transaction remains subject to the effectiveness of this Schedule 14C and our
compliance with NASDAQ regulations, including all requisite filings. It is the
opinion of the Board and the consenting stockholders that the Med Wireless
Agreement is desirable to effectuate NuWay's shift in business focus toward the
medical technology and healthcare services industries.