SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
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[ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
INTELGENX TECHNOLOGIES CORP.
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[ ] 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.
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INTELGENX TECHNOLOGIES CORP.
________________________________
DEFINITIVE INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
This Information Statement has been mailed on or about April 20, 2007 to the stockholders of record on April 10, 2007 (the "Record Date") of IntelGenx Technologies Corp., a Delaware corporation (the "Corporation") in connection with certain actions to be taken by the written consent of the majority stockholder of the Corporation, dated April 10, 2007. The actions to be taken pursuant to the written consent shall be taken on or about May 10, 2007, 20 days after the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors, | |
/s/ |
Horst Zerbe |
By: | Horst Zerbe |
Its: | President |
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDER IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS,
DATED APRIL 10, 2007 TO OUR STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the
following action will be taken pursuant to a written consent of the majority
stockholder dated April 10, 2007, in lieu of a special meeting of the
stockholders. Such action will be taken on or about May 10, 2007: 1.
To Amend the Corporations Certificate of Incorporation, as amended, to: (a)
increase the number of authorized shares of common stock, par value $.00001 per
share (the "Common Stock"), of the Corporation from 20,000,000 shares to
100,000,000 shares; and (b)
authorize the creation of 20,000,000 shares of blank check preferred stock, par
value $.00001per share (the "Preferred Stock"). OUTSTANDING SHARES AND VOTING RIGHTS As of the Record Date, the
Corporations authorized capitalization consisted of 20,000,000 shares of Common
Stock, of which 16,007,489 shares were issued and outstanding as of the Record
Date. Holders of Common Stock of the Corporation have no preemptive rights to
acquire or subscribe to any of the additional shares of Common Stock. Each share of Common Stock entitles
its holder to one vote on each matter submitted to the stockholders. However,
because stockholders holding at least a majority of the voting rights of all
outstanding shares of capital stock as at the Record Date have voted in favor of
the foregoing proposals by written consent dated April 10, 2007, having
sufficient voting power to approve such proposals through their ownership of
capital stock, no other stockholder consents will be solicited in connection
with this Information Statement. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, the proposals will not be adopted
until a date at least 20 days after the date on which this Information Statement
has been mailed to the stockholders. The Corporation anticipates that the
actions contemplated herein will be effected on or about the close of business
on May 10, 2007. The Corporation has asked brokers and
other custodians, nominees and fiduciaries to forward this Information Statement
to the beneficial owners of the Common Stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
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AMENDMENT OF THE ARTICLES OF INCORPORATION On April 10, 2007, the board of directors of the Corporation
approved an amendment, subject to shareholder approval, to the Corporations
Certificate of Incorporation, as amended, to increase the number of authorized
shares of Common Stock from 20,000,000 to 100,000,000 and to authorize the
creation of 20,000,000 shares of "blank check" Preferred Stock. On April 10,
2007, the majority stockholder of the Corporation approved the same resolution
as the board of directors. The Corporation currently has authorized capital
stock of 20,000,000 common shares and approximately 16,007,489 shares of Common
Stock are outstanding as of the Record Date. The Board believes that the
increase in authorized common shares and the authorization of Preferred Shares
would provide the Corporation greater flexibility with respect to the
Corporations capital structure for such purposes as additional equity
financing, and stock based acquisitions. The Corporation anticipates that the
"blank check" Preferred Stock will be designated into classes as deemed
appropriate by the Corporation in the future.
CREATION OF BLANK CHECK PREFERRED STOCK
The amendment to the Corporations Certificate of Incorporation, as amended, will create 20,000,000 authorized shares of "blank check" Preferred Stock. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by the stockholders and the terms, rights and features of which are determined by the board of directors of the Corporation upon issuance. The authorization of such blank check preferred stock would permit the board of directors to authorize and issue Preferred Stock from time to time in one or more series.
Subject to the provisions of the Corporations Certificate of Incorporation, as amended, and the limitations prescribed by law, the board of directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and constituting of any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case without any further action or vote by the stockholders. The board of directors would be required to make any determination to issue shares of Preferred Stock based on its judgment as to the best interests of the Corporation and its stockholders. The amendment to the Certificate of Incorporation, as amended, would give the board of directors flexibility, without further stockholder action, to issue Preferred Stock on such terms and conditions as the board of directors deems to be in the best interests of the Corporation and its stockholders.
The amendment will provide the Corporation with increased financial flexibility in meeting future capital requirements by providing another type of security in addition to its Common Stock, as it will allow Preferred Stock to be available for issuance from time to time and with such features as determined by the board of directors for any proper corporate purpose. It is anticipated that such purposes may include the issuance of Preferred Stock for cash as a means of obtaining capital for use by the Corporation, or issuance as part or all of the consideration required to be paid by the Corporation for acquisitions of other businesses or assets.
Any issuance of Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of the Corporation by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of the Corporation. Shares of voting or convertible Preferred Stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of the Corporation by means of a tender offer, proxy contest, merger or otherwise. The ability of the board of directors to issue such additional shares of Preferred Stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Corporation by tender offer or other means. Such issuance could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of Preferred Stock to persons friendly to the board of directors could make it more difficult to remove incumbent managers and directors from office event if such change were to be favorable to stockholders generally.
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While the amendment may have
anti-takeover ramifications, the board of directors believes that the financial
flexibility offered by the amendment outweighs any disadvantages. To the extent
that the amendment may have anti-takeover effects, the amendment may encourage
persons seeking to acquire the Corporation to negotiate directly with the board
of directors enabling the board of directors to consider the proposed
transaction in a manner that best serves the stockholders interests. INCREASE IN AUTHORIZED COMMON STOCK The terms of the additional shares of
Common Stock will be identical to those of the currently outstanding shares of
Common Stock. However, because holders of Common Stock have no preemptive rights
to purchase or subscribe for any unissued stock of the Corporation, the issuance
of additional shares of Common Stock will reduce the current stockholders
percentage ownership interest in the total outstanding shares of Common Stock.
This amendment and the creation of additional shares of authorized common stock
will not alter the current number of issued shares. The relative rights and
limitations of the shares of Common Stock will remain unchanged under this
amendment. As of the Record Date, a total of
16,007,489 shares of the Corporations currently authorized 20,000,000 shares of
Common Stock are issued and outstanding. The increase in the number of
authorized but unissued shares of Common Stock would enable the Corporation,
without further stockholder approval, to issue shares from time to time as may
be required for proper business purposes, such as raising additional capital for
ongoing operations, business and asset acquisitions, stock splits and dividends,
present and future employee benefit programs and other corporate purposes. The proposed increase in the
authorized number of shares of Common Stock could have a number of effects on
the Corporations stockholders depending upon the exact nature and circumstances
of any actual issuances of authorized but unissued shares. The increase could
have an anti-takeover effect, in that additional shares could be issued (within
the limits imposed by applicable law) in one or more transactions that could
make a change in control or takeover of the Corporation more difficult. For
example, additional shares could be issued by the Corporation so as to dilute
the stock ownership or voting rights of persons seeking to obtain control of the
Corporation, even if the persons seeking to obtain control of the Corporation
offer an above-market premium that is favored by a majority of the independent
shareholders. Similarly, the issuance of additional shares to certain persons
allied with the Corporations management could have the effect of making it more
difficult to remove the Corporations current management by diluting the stock
ownership or voting rights of persons seeking to cause such removal. The
Corporation has no plans or proposals to adopt other provisions or enter into
other arrangements, except as disclosed, that may have material anti-takeover
consequences. The Board of Directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Corporation, and this proposal
is not being presented with the intent that it be utilized as a type of
anti-takeover device.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of April 10, 2007, there were
16,007,489 shares of Common Stock, par value $.00001 outstanding. The following
table sets forth certain information regarding the beneficial ownership of our
common stock as of April 10, 2007: -
all directors and -
each person (including any "group") who is known by us to be the beneficial
owner of more than five percent (5%) of the outstanding common stock. The number of shares beneficially owned by each director or
executive officer is determined under rules of the SEC, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
the SEC rules, beneficial ownership includes any shares as to which the
individual has the sole or shared voting power or investment power. In addition,
beneficial ownership includes any shares that the individual has the right to
acquire within 60 days. Unless otherwise indicated, each person listed below has
sole investment and voting power (or shares such powers with his or her spouse).
Title of Class | Name and Address | Amount and Nature | Percent of |
Of Beneficial Owner | of Beneficial Owner | Class | |
Common Stock | Horst G. Zerbe(1) | 4,934,643.5 | 30.4% |
Common Stock | Ingrid Zerbe(2) | 4,934,643.5 | 30.4% |
Common Stock | Joel Cohen(3) | 1,634,213 | 10.2% |
Common Stock | Bernard Boudreau | 75,000 | 0% |
Common Stock | David Coffin-Beach | 128,191 | 0% |
Common Stock | Reiza Raymen | 128,191 | 0% |
All directors and officers as a group (6 persons) | 12,022,382 | 71.8% |
(1) The Corporation acquired a subsidiary, IntelGenx Corp., in April of 2006 (the "Acquisition"). As part of this Acquisition,Horst Zerbe became President, Chief Executive Officer and Director of the Corporation andacquired 4,709,643.5 exchangeable shares of our Canadian holding corporation 6544631Canada Inc., a Canadian special purpose corporation which wholly owns IntelGenx Corp. (the "Exchangeable Shares"). The 4,709,643.5 Exchangeable Shares are exchangeable, on a one for one basis, into shares of common stock of the Corporation at Horst Zerbes discretion. Prior to exchanging the Exchangeable Shares for shares of the Corporation, Horst Zerbe has the right to vote 4,709,643.5 shares of the Corporation which are currently held in trust on behalf of Horst Zerbe. The 4,709,643.5 shares of the Corporationhave not been registered for resale at this time. Horst Zerbe has sole power to vote 4,934,643.5 shares of the common stock of the Corporation, which include 225,000shares purchasable at an exercise price of $0.41 under options granted November 9, 2006, which are currently exercisable.
(2) As part of the Acquisition, Ingrid Zerbe became Secretary and Director of Finance and Administration of the Corporation and acquired 4,709,643.5 Exchangeable Shares. The 4,709,643.5Exchangeable Shares are exchangeable, on a one for one basis, into shares of common stock of the Corporation at Ingrid Zerbes discretion. Prior to exchanging the Exchangeable Shares of the Corporation, Ingrid Zerbe has the right tovote 4,709,643.5 shares of the Corporation which are currently held in trust on behalf of Ingrid Zerbe. The 4,709,643.5 shares of the Corporation have not been registered for resale at this time. Ingrid Zerbe has sole power to vote 4,934,643.5 shares of the common stock of the Corporation, which include 225,000 shares purchasable at an exercise price of $0.41 under options granted November 9, 2006, which are currently exercisable.
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(3) As part of the Acquisition, Joel Cohen became Chief
Financial Officer and Director of the Corporation and acquired 1,571,713
Exchangeable Shares. The 1,571,713 Exchangeable Shares are exchangeable, on a
one for one basis, into shares of common stock of the Corporationat Joel Cohens
discretion. Prior to exchanging the Exchangeable Shares for shares of the
Corporation, Joel Cohen has the right to vote 1,571,713 shares of the of the
Corporationwhich are currently held intrust on behalf of Joel Cohen. The
1,571,713 shares of the Corporation have not been registered for resale at this
time. Joel Cohen has sole power to vote 1,634,213 shares of the common stock of
the Corporation, which include 62,500 shares purchasable at an exercise price of
$0.41 under optionsgranted November 13, 2006, which are currently exercisable.
DISSENTERS RIGHTS OF APPRAISAL The Delaware General Corporation law
does not provide for dissenters rights in connection with the proposed
amendment to the Corporations Certificate of Incorporation. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to the Corporations Certificate of
Incorporation or in any action covered by the related resolutions adopted by the
Board of Directors, which is not shared by all other stockholders. FORWARD-LOOKING STATEMENTS The following is a "safe harbor" statement under the Private
Securities Litigation Reform Act of 1995: Statements contained in this document
that are not based on historical facts are "forward-looking statements". Terms
such as "anticipates", "believes", "estimates","expects", "plans", "predicts",
"may", "should", "will", the negative thereof and similar expressions are
intended to identify forward-looking statements. Such statements are by nature
subject to uncertainties and risks, including but not limited to: our reliance
on certain major clients; the successful combinationof revenue growth with
operating expense reduction to result in improved profitability and cash flow;
government regulation and tax policy; economicconditions;competition and
pricing; dependence on our labor force; reliance on technology; telephone and
internet service dependence; the ability, means, and willingness of financial
markets to finance our operations; and other operational, financial or legal
risks or uncertainties detailed in our SEC filings from time to time. Should one
or more of these uncertainties or risks materialize, actual results may differ
materially from those described in the forward-looking statements. The
Corporationdisclaims any intentionor obligation to revise any forward-looking
statements whether as a result of new expectations, conditions or circumstances,
or otherwise. WHERE YOU CAN FIND MORE INFORMATION The Corporation files annual, quarterly and current reports,
proxy statements and other information with the SEC. The Corporation's SEC
filings are also available to the public at the Internet site maintained by the
SEC at http://www.sec.gov.
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You should rely only on the information contained in, or
incorporated by reference as an exhibit to, this Information Statement. The
Corporation has not authorized anyoneelse to provide you with different
information. You should not assume that the information in this Information
Statement is accurate as of any date other than April 20, 2007, or such earlier
date as is expressly set forth herein.
By Order of the Board of Directors, | |
/s/ |
Horst Zerbe |
By: | Horst Zerbe |
Its: | President |
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EXHIBIT A CERTIFICATE OF AMENDMENT OF OF CERTIFICATE OF INCORPORATION OF INTELGENX TECHNOLOGIES CORP. Under Section 242 of the The undersigned, Horst
Zerbe, being the President of INTELGENX TECHNOLOGIES CORP., a Delaware
corporation (the "Corporation") does hereby certify: The name of the
Corporation is INTELGENX TECHNOLOGIES CORP. The Certificate of
Incorporation of the Corporation was filed by the Department of State of the
State of Delaware on July 27, 1999. The Certificate of
Incorporation of the Corporation is hereby amended to increase the number of
authorized shares of common stock from Twenty Million (20,000,000) to One
Hundred Million (100,000,000) with a par value of $.00001 per share and to
authorize the creation of Twenty Million (20,000,000) shares of blank check
preferred stock, par value $.00001 per share (the "Amendment"); To effect such
Amendment, paragraph Fourth of the Certificateof Incorporation is hereby amended
to read in its entirety as follows: "Fourth. The
Corporation is authorized to issue two classes of stock. One class of stock
shall be common stock, par value $.00001. The second class of stock shall be
"blank check" preferred stock, par value $.00001. The "blank check" preferred
stock, or any series thereof, shall have such voting powers, designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations, or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the board or directorsand may be made dependent upon facts
ascertainable outside such resolution or resolutions of the board of directors
pursuant to authority expressly vested in it by the provisions of this
Certificate of Incorporation, provided that the matter in which such facts shall
operate upon such voting powers, designations, preferences, rights and
qualifications, limitations or restrictionsof such class or series of stock is
clearly and expressly set forth in the resolution or resolutions providing for
the issuance of such stock by the board of directors.
_______________________________
Delaware General Corporation Law (the "Law")
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The total number of shares of stock
which is the Corporation is authorized to issue is as follows:
|
Class | Par Value |
Authorized Shares |
|
|
||
|
Common stock | $0.00001 |
100,000,000 |
|
Preferred stock | $0.00001 | 20,000,000" |
The foregoing Amendment of the Certificate of Incorporation was authorized by the unanimous written consent of all the directors of the Corporation and by the majority stockholder entitled to vote thereon, in accordance with Sections 228 and 242 of the Law.
IN WITNESS WHEREOF, the undersigned has subscribed this Certificate and affirmed it as true under penalties of perjury this ___ day of May, 2007.
INTELGENX TECHNOLOGIES CORP. | |
By: | |
Horst Zerbe, President |
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