UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
NUWAY MEDICAL, 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.
(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
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
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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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INFORMATION STATEMENT
OF
NUWAY MEDICAL, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Recently, Nuway Medical, Inc. ("Nuway") was contacted by NASDAQ and asked
to give shareholders an opportunity to convene together on or before March 1,
2003 (the "meeting") for purposes of addressing any questions the shareholders
may have about the 2001 annual report. Even though the 2001 annual report has
been available to the shareholders as well as the general public since the
middle of calendar year 2001, it appears that such report was innocently not
distributed to the shareholders prior to the annual meeting of shareholders held
by Nuway on March 20, 2002.
Therefore, Nuway shall hold the meeting on Friday February 28, 2003 at
Nuway's principle office located at 23461 South Pointe Drive, Suite 200, Laguna
Hills, California, 92653 and shall be called to order at 9:00 a.m., Pacific
Standard Time. The Meeting is solely for the purpose of providing shareholders
of record with an opportunity to ask questions of the management of Nuway
regarding the 2001 annual report, a copy of which is attached hereto.
This Information Statement is being furnished to the holders of record of
Nuway shares as of the close of business on January 31, 2003 of the common stock
of Nuway.
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 Medical, Inc.
23461 South Pointe Dr., Suite 200
Laguna Hills, CA 92653
(949) 454-9011
Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting Nuway at the address
listed above.
DISSENTERS' RIGHTS OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There will be no vote at the meeting. The meeting is being held for the
sole purpose of distributing the 2001 annual report and providing shareholders
of record with a forum for asking questions of the management of Nuway.
DIRECTORS AND EXECUTIVE OFFICERS
No action is to be taken at this meeting with respect to the election of
directors. The meeting is being held for the sole purpose of distributing the
2001 annual report and providing shareholders of record with a forum for asking
questions of the management of Nuway.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No action is to be taken with regard to: (a) the election of directors; (b)
any bonus, profit sharing or other compensation plan, contract or arrangement in
which any director, nominee for election as a director, or executive officer of
the registrant will participate; (c) any pension or retirement plan in which any
such person will participate; or (d) the granting or extension to any such
person of any options, warrants or rights to purchase any securities, other than
warrants or rights issued to security holders as such, on a pro rata basis. The
meeting is being held for the sole purpose of distributing the 2001 annual
report and providing shareholders of record with a forum for asking questions of
the management of Nuway.
INDEPENDENT PUBLIC ACCOUNTANTS
No solicitation is being made on behalf of Nuway that relates to the
election, approval or ratification of accountants. The meeting is being held
for the sole purpose of distributing the 2001 annual report and providing
shareholders of record with a forum for asking questions of the management of
Nuway.
COMPENSATION PLANS
No action is to be taken with respect to any plan pursuant to which cash or
noncash compensation may be paid or distributed. The meeting is being held for
the sole purpose of distributing the 2001 annual report and providing
shareholders of record with a forum for asking questions of the management of
Nuway.
AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
No action is to be taken with respect to the authorization or issuance of
any securities. The meeting is being held for the sole purpose of distributing
the 2001 annual report and providing shareholders of record with a forum for
asking questions of the management of Nuway.
MODIFICATION OR EXCHANGE OF SECURITIES
No action is to be taken with respect to the modification of any class of
securities of Nuway, or the issuance or authorization for issuance of securities
of the registrant in exchange for outstanding securities of Nuway. The meeting
is being held for the sole purpose of distributing the 2001 annual report and
providing shareholders of record with a forum for asking questions of the
management of Nuway.
FINANCIAL AND OTHER INFORMATION
Other than distribution of the 2001 annual report no financial information
is to be distributed. The meeting is being held for the sole purpose of
distributing the 2001 annual report and providing shareholders of record with a
forum for asking questions of the management of Nuway.
MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
None. The meeting is being held for the sole purpose of distributing the
2001 annual report and providing shareholders of record with a forum for asking
questions of the management of Nuway.
ACQUISITION OR DISPOSITION OF PROPERTY
No action is to be taken with respect to the acquisition or disposition of
any property. The meeting is being held for the sole purpose of distributing
the 2001 annual report and providing shareholders of record with a forum for
asking questions of the management of Nuway.
RESTATEMENT OF ACCOUNTS
No action is to be taken with respect to the restatement of any asset,
capital, or surplus account of the registrant. The meeting is being held for the
sole purpose of distributing the 2001 annual report and providing shareholders
of record with a forum for asking questions of the management of Nuway.
ACTION WITH RESPECT TO REPORTS
No action is to be taken with respect to the 2001 annual report. NASDAQ
has simply asked Nuway to distribute the report to shareholders of record and
provide them with a forum for asking questions of the management of Nuway.
MATTERS NOT REQUIRED TO BE SUBMITTED
None.
AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
No action is to be taken with respect to any amendment of Nuway's charter,
bylaws, or other documents. The meeting is being held for the sole purpose of
distributing the 2001 annual report and providing shareholders of record with a
forum for asking questions of the management of Nuway.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No matters are being acted upon. The meeting is being held for the sole
purpose of distributing the 2001 annual report and providing shareholders of
record with a forum for asking questions of the management of Nuway.
PROPOSALS BY SECURITY HOLDERS
None.