BIOMETRX,
INC.
500
N.
BROADWAY
JERICHO,
NY 11753
(516)
937-2828
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
__________________
WE
ARE
NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
__________________
To
the
Stockholders of bioMETRX, Inc.:
NOTICE
IS
HEREBY GIVEN that certain stockholders of bioMETRX, Inc., a Delaware corporation
(“bioMETRX” or the “Company”) have consented to taking of corporate actions by
consent in lieu of a meeting of stockholders. The corporate actions will
be
effective 20 days after the mailing of this information statement to:
Amend
our
Certificate of Incorporation to increase the number of shares of Common Stock
the Company is authorized to issue to 100,000,000.
Only
stockholders of record at the close of business on December 31, 2007 are
entitled to notice of these corporate actions. Holders of 53% of our Common
Stock gave their written consent to the above corporate actions. This written
consent was obtained pursuant to Section 228(a) of the Delaware General
Corporation Law, as amended.
For
further information regarding the matters as to which stockholder consent
was
given, I urge you to carefully read the accompanying Information Statement.
If
you have questions about these proposals or would like additional copies
of the
Information Statement, you should contact J. Richard Iler, Secretary,
bioMETRX,
Inc.,
500 N. Broadway, Jericho, New York 11753; telephone: (516) 937-2828.
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By
order of the Board of Directors
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Mark
Basile
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President
and Chief Executive Officer
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Jericho,
New York
January
_____, 2008
BIOMETRX,
INC.
500
N.
BROADWAY
JERICHO,
NY 11753
(516)
937-2828
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
This
Information Statement (the “Information Statement”) is being mailed on or about
January ____, 2008 to the holders of record at the close of business on December
31, 2007, of the Common Stock of bioMETRX,
Inc., a
Delaware corporation (“bioMETRX”
or the “Company”),
in
connection with action by written consent in lieu of an annual meeting to
authorize and approve:
An
amendment to our Certificate of Incorporation increasing the number of
authorized shares of our Common Stock, to 100,000,000 shares.
Members
of the Board of Directors and stockholders owning or having voting authority
for
8,323,162 shares of outstanding Common Stock have voted in favor of the above
actions (the “Consenting Stockholders”). These stockholdings represent
approximately 53% of the total outstanding common stock of bioMETRX
sufficient to take the proposed action on the record date of December 31,
2007
Information Statement is mailed to stockholders. Dissenting stockholders
do not
have any statutory appraisal rights as a result of the action taken. The
Board
of Directors does not intend to solicit any proxies or consents from any
other
stockholders in connection with this action.
Section
141(f) of the Delaware General Corporation Law (the “Delaware Law”) provides
that any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice if a
consent in writing setting forth the action taken is signed by the holders
of
outstanding stock having not less than the minimum number of votes that would
be
necessary to take such action. In order to eliminate the costs and management
time involved in obtaining proxies and in order to effect the above actions
as
early as possible in order to accomplish the purposes hereafter described,
the
Board of Directors voted to utilize, and did in fact obtain, the written
consent
of the Consenting Stockholders who own shares representing a majority of
our
common stock.
Pursuant
to Section 228(c) of the 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. This Information
Statement is intended to provide such notice. No dissenters’ or appraisal rights
under the Delaware Law are afforded to the Company’s stockholders as a result of
the approval of the proposals.
This
Information Statement is being distributed pursuant to the requirements of
Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
The
entire cost of furnishing this Information Statement will be borne by
bioMETRX.
We will
request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this Information Statement to the beneficial owners of
the
Common Stock held of record by them and will reimburse such persons for their
reasonable charges and expenses in connection therewith.
WHAT
VOTE WAS REQUIRED TO APPROVE THE AMENDMENT?
For
the
approval of the proposed corporate actions, the affirmative vote of a majority
of the shares of common stock outstanding and entitled to vote at the record
date, or 8,323,162 shares, was required for approval.
CONSENTING
SHAREHOLDERS
On
December 31, 2007, our board of directors unanimously adopted resolutions
declaring the advisability of, and recommended that shareholders approve
the
amendment to the Company’s Certificate of Incorporation to increase the number
of shares the Company is authorized to issue. In connection with the adoption
of
these resolutions, the board elected to seek the written consent of the holders
of a majority of our outstanding shares in order to reduce the costs and
implement the proposals in a timely manner.
On
December 31, 2007, the following consenting shareholders, who collectively
own
approximately 53% of our common stock, consented in writing to the proposed
Amendment:
Under
Delaware law, we are required to give all shareholders written notice of
any
actions that are taken by writtten consent without a shreholder meeting.
Under
Section 14(c) of the Exchange Act, the transactions cannot become effective
until 20 days after the mailing date of this Information Statement to our
shareholders.
We
are
not seeking written consent from any of our shareholders and our other
shareholders will not be given an opportunity to vote with respect to the
transactions. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purposes of:
| · |
Advising
shareholders of the action taken by written consent, as required
by
Delaware law; and
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Giving
shareholders advance notice of the actions taken, as required by
the
Exchange Act.
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Shareholders
who were not afforded an opportunity to consent or otherwise vote with respect
to the actions taken have no right under Delaware law to dissent or require
a
vote of all our shareholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of December 31, 2007, the number and percentage
of shares of Common Stock of the Company, owned of record and beneficially,
by
each person known by the Company to own 5% or more of such stock, each director
of the Company, and by all executive officers and directors of the Company,
as a
group:
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Name
and Address
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Number
of Shares
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Percentage
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Mark
Basile
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3,852,465
(1)(2
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)
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22.6
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%
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500
N. Broadway
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Jericho,
NY 11753
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J.
Richard Iler
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275,000
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1.8
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%
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500
N. Broadway
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Jericho,
NY 11753
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Lorraine
Yarde
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1,060,578
(3
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)
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6.6
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%
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500
N. Broadway
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Jericho,
NY 11753
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Mary
Borow-Johnson
500
N. Broadway
Jericho,
NY 11753
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112,500
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0.7
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%
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The
Naples Trust (4)
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1,178,467
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7.5
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%
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736
Carlisle Road
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Jericho,
NY 11753
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Russell
Kuhn
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1,585,356
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10.1
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%
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8680
Greenback Lane
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Orangevale,
CA 95662
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Officers
and directors as a group
(4
persons) (1)(2)(3)(4)
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5,300,543
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30.3
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%
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___________
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(1)
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Includes
1,178,467 shares held by The Naples Trust. Mr. Basile’s mother-in-law is
the trustee for The Naples Trust and Mr. Basile’s wife is the
beneficiary.
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(2)
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Includes
1,375,000 shares of common stock issuable upon the exercise of
stock
options to purchase a like number of
shares.
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(3)
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Includes
400,000 shares of common stock issuable upon the exercise of stock
options
to purchase a like number of
shares.
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(4)
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Mr.
Basile’s mother-in-law is the trustee for The Naples Trust and Mr.
Basile’s wife is the beneficiary. Mr. Basile disclaims any beneficial
ownership to these shares.
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As
ownership of shares of the Common Stock by each of the Company’s directors and
executive officers is included within the foregoing table, and as the Company
currently employs no additional executive officers, no separate table has
been
provided to identify Company stock ownership by management
personnel.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. In accordance with the SEC rules, shares of Common
Stock
that may be acquired upon exercise of stock options or warrants or issuable
upon
the conversion of a convetible instrument within 60 days of the record date
are
deemed beneficially owned by the holder. This table does not include any
shares
which may be obtained upon the conversion of outstanding convertible debentures
and exercise of outstanding warrants held by certain noon-affiliated investors
who are subject to a contractual limitation, which limite their respective
ownership to under 5.0% at any given time.
APPROVAL
OF AMENDMENT OF THE COMPANY’S
CERTIFICATE
OF INCORPORATION
At
present, the Company is authorized to issue 25,000,000 shares of Common Stock,
and 10,000,000 shares of Preferred Stock. The Company’s Board of Directors
approved an amendment to the Company’s Certificate of Incorporation to increase
the number of shares of Common Stock the Company is authorized to issue after
the reverse split to 100,000,000. A copy of the Amendment to the Certificate
of
Incorporation substantially in the form it will be filed with the Secretary
of
the State of Delaware is attached hereto as Appendix A.
Change
in Authorized Capital Stock
The
Board
of Directors has approved an amendment to the Company’s Certificate of
Incorporation which would increase the number of authorized shares of Common
Stock, from 25,000,000 to 100,000,000.
Discussion
of the Amendment
Under
the
Company’s Certificate of Incorporation, the Board of Directors of the Company
has authority to issue authorized and unissued shares of Common and Preferred
Stock without obtaining approval from the holders of the Common Stock. The
holders of the Company’s Common Stock and Preferred Stock do not have preemptive
rights. The Preferred Stock provisions give the Board of Directors broad
authority to issue shares of Preferred Stock in one or more series and to
determine such matters as the dividend rate and preference, voting rights,
conversion privileges, redemption provisions, liquidation preferences and
other
rights of each series. Each share of Common Stock is entitled to one vote.
The
holders of any series of preferred stock issued in the future will be entitled
to such voting rights as may be specified by the Board of Directors.
It
is not
possible to determine the actual effect of the Preferred Stock on the rights
of
the holders of Common Stock until the Board of Directors determines the rights
of the holders of a series of the Preferred Stock. However, such effect might
include (i) restrictions on the payment of dividends to the holders of the
Common Stock; (ii) dilution of voting power to the extent that the holder
of the
Preferred Stock are given voting rights; (iii) dilution of the equity interests
and voting powers if the Preferred Stock is convertible into Common Stock;
and
(iv) restrictions upon any distribution of assets to the holders of the Common
Stock upon liquidation or dissolution and until the satisfaction of any
liquidation preference granted to the holders of Preferred Stock. Because
of the
broad powers granted to the Board of Directors to issue shares of Preferred
Stock and determine the rights, preferences and privileges of the holders
of
such series, the Board of Directors has the power to issue shares of Preferred
Stock in a manner which could be used as a defensive measure against a hostile
takeover or to keep the Board of Directors in power. However, the Board of
Directors has no present plans to issue shares for such purpose.
Purpose
It
is
important we preserve our flexibility to issue additional shares of Common
Stock. The Board believes that the authorization of additional authorized
shares
of Common Stock is advisable to provide us with the flexibility to take
advantage of opportunities to issue such stock in order to obtain capital,
as
consideration for possible acquisitions or for other purposes including,
without
limitation, the issuance of additional shares of Common Stock through stock
splits and stock dividends in appropriate circumstances. There are, at present,
no plans, understandings, agreements or arrangements concerning the issuance
of
additional shares of Common Stock, except for the shares to be issued pursuant
to existing agreements or upon the exercise of stock options, warrants or
other
convertible securities, currently outstanding.
Effects
of An Increase in Authorized Shares
Uncommitted
authorized but unissued shares of Common Stock may be issued from time to
time
to such persons and for such consideration as the Board may determine. Holders
of the then outstanding shares of Common Stock may or may not be given the
opportunity to vote thereon, depending upon the nature of any such transactions,
applicable law, the rules and policies of the Over the Counter Bulletin Board
(“OTCBB”) or other market which we qualify Common Stock for trading, as the case
may be, and the judgment of the Board regarding the submission of such issuance
to a vote of our stockholders. Our stockholders have no preemptive rights
to
subscribe to newly issued shares.
Moreover,
it is possible that additional shares of Common Stock would be issued under
circumstances which would make the acquisition of a controlling interest
in us
more difficult, time-consuming, costly or otherwise discourage an attempt
to
acquire control of us. Under such circumstances the availability of authorized
and unissued shares of Common Stock may make it more difficult for stockholders
to obtain a premium for their shares. Such authorized and unissued shares
could
be used to create voting or other impediments or to frustrate a person seeking
to obtain control of us by means of a merger, tender offer, proxy contest
or
other means. Such shares could be privately placed with purchasers who might
cooperate with the board in opposing such an attempt by a third party to
gain
control of us or could also be used to dilute ownership of a person or entity
seeking to obtain control of us. Although we do not currently contemplate
taking
such action, shares of Common Stock could be issued for the purposes and
effects
described above and the Board reserves its rights to issue such stock for
such
purposes.
The
authorization of additional shares of Common Stock pursuant to this proposal
will have no dilutive effect upon the proportionate voting power of our present
stockholders. However, to the extent that shares are subsequently issued
to
persons other than our present stockholders, such issuance could have a dilutive
effect on the earnings per share and voting power of present stockholders.
If
such dilutive effect on earnings per share occurs, we expect that any such
dilutive effect would be relatively short in duration. As described above,
we
believe that the proposed increase in the number of authorized shares of
Common
Stock will provide the flexibility needed to meet corporate objectives and
is in
the best interest of our stockholders.
FORWARD
LOOKING STATEMENTS
This
Information Statement and other reports that we file with the SEC contain
forward-looking statements about our business containing the words “believes,”
“anticipates,” “expects” and words of similar import. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
that
may cause our actual results or performance to be materially different from
the
results or performance anticipated or implied by such forward-looking
statements. Given these uncertainties, shareholders are cautioned not to
place
undue reliance on forward-looking statements. Except as specified in SEC
regulations, we have no duty to publicly release information that updates
the
forward-looking statements contained in this Information Statement. An
investment in our Company involves numerous risks and uncertainties, including
those described elsewhere in this Information Statement. Additional risks
will
be disclosed from time-to-time in our future SEC filings.
ADDITIONAL
INFORMATION
This
Information Statement should be read in conjunction with certain reports
that we
previously filed with the Securities and Exchange Commission (the “SEC”),
including our:
| · |
Annual
Report for the year ended December 31, 2006 (the “Form
10-KSB”);
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| · |
Quarterly
Report for the periods ended March 31, 2007, June 30, 2007 and September
30, 2007 (the “Form 10-QSB”)
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Copies
of
these reports are not included in this Information Statement but may be obtained
from the SEC’s web site at “www.sec.gov.” We will mail copies of our prior SEC
reports to any shareholder upon written request.
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BY ORDER OF THE BOARD OF DIRECTORS |
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By: |
/s/
Mark Basile |
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Mark
Basile, President |
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Jericho
New York
_______________,
2008
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
BIOMETRX,
INC.
Pursuant
to Delaware § 242
· First:
That at
a meeting of the Board of Directors of BioMETRX, Inc. resolutions were
duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and soliciting
written consents of the stockholders of said corporation for consideration
thereof.
The
resolutions setting forth the proposed amendment is as follows:
Resolved,
that
the Certificate o f Incorporation of this corporation be amended by changing
the
Article thereof numbered “Fourth” so that, as amended, said Article shall be and
read as follows:
“FOURTH:
The total number of shares of stock which the Corporation shall have the
authority to issue is 110,000,000 shares of which 100,000,000 shall be
shares of
Common Stock, par value $.001 per share, and 10,000,000 shall be shares
of
Preferred Stock, par value $0.001 per share.
· Second:
That
thereafter, pursuant to resolution of its Board of Directors, signed written
consents were received in accordance with Section 228 of the General Corporation
Law of the State of Delaware representing the necessary number of shares
as
required by statute were voted in favor of the amendment.
· Third:
That
said amendment was duly adopted in accordance with the provisions of Section
242
of the General Corporation Law of the State of Delaware.
· Fourth:
The
effective date of said amendment shall be January _____, 2008.
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BIOMETRX, INC. |
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By: |
/s/
Mark
Basile |
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Mark
Basile, President and CEO |