UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
[ x ] Preliminary information statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[] Definitive information statement
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HEALTH & LEISURE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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[ ] 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):
.......................................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................................
(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
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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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(4) Date Filed:
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INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION 14 C THEREUNDER
HEALTH & LEISURE, INC.
203 East Broad Street
Columbus, Ohio 43215
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
To the shareholders of Health & Leisure, Inc.:
This Information Statement is furnished by the Board of Directors of
Health & Leisure, Inc., a Delaware corporation (the "Company"), to all
holders of capital stock of the Company pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended, for the purpose of
informing the stockholders of the Company's proposed corporate actions 1)
a ten-for-one reverse stock split of its shares of common stock, 2) an
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, 3) to change the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and 4)to change the Company's primary business address from 203 East
Broad Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville New York,
11747.
The Company's Board of Directors approved the proposed corporate
actions. Our Company thereafter received shareholder approval obtained
by written consent ("Shareholders Consents") in lieu of holding a meeting.
The Shareholders Consents represent approval by a majority of the
outstanding shares of common stock of the Company which is required under
Delaware law in order to effect the proposed actions. The proposed actions
will be effected on a date which is at least twenty (20) days after the
filing and mailing of this definitive Information Statement. This
Information Statement will also constitute the notice of Shareholder
Consent which the Company is required to provide you under The Delaware
General Corporation Law.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
JUNE 13, 2003 (THE "RECORD DATE") WERE ENTITLED TO NOTICE OF AND
TO VOTE ON THE PROPOSALS. PRINCIPAL SHAREHOLDERS WHO COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S 17,325,427 ISSUED AND
OUTSTANDING SHARES ENTITLED TO VOTE ON THE PROPOSALS HAVE VOTED
IN FAVOR OF THE PROPOSAL. AS A RESULT, THE PROPOSALS WERE APPROVED
WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY.
The cost of furnishing this Information Statement will be borne by our
Company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the
beneficial owners of our common stock held of record by them.
We anticipate that this Information Statement will be mailed on or about
August 3, 2003 to all shareholders of the Company as of June 13, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ray Barton
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Ray Barton
President
Melville, New York
July 23, 2003
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TABLE OF CONTENTS
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PAGE NO.
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ABOUT THE INFORMATION STATEMENT........................................... 3
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?................ 3
WHO WAS ENTITLED TO VOTE?........................................ 3
WHAT WERE THE BOARD OF DIRECTORS' RECOMMENDATIONS?............... 3
WHAT VOTE WAS REQUIRED TO APPROVE THE PROPOSALS.................. 4
CONSENTING SHAREHOLDERS................................................... 4
STOCK OWNERSHIP........................................................... 5
BENEFICIAL OWNERS................................................ 5
DIRECTORS AND EXECUTIVE OFFICERS................................. 5
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION............................. 6
EFFECT OF THE REVERSE-STOCK SPLIT................................ 6
FORWARD LOOKING STATEMENTS................................................ 7
ADDITIONAL INFORMATION.................................................... 8
2
HEALTH & LEISURE, INC.
203 East Broad Street
Columbus, Ohio 43215
INFORMATION STATEMENT
JULY 23, 2003
This Information Statement contains information related to certain corporate
actions of Health & Leisure, Inc., a Delaware corporation (the "Company").
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
A majority of the Company's shareholders, entitled to vote, has approved the
1)the ten-for-one reverse stock split of its shares of common stock, 2) the
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, 3) to change the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and 4)to change the Company's primary business address from 203 East Broad
Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville, New York,11747.
WHO WAS ENTITLED TO VOTE?
Each outstanding share of common stock as of the close of business on the record
date, June 13, 2003, 2003, was entitled to one vote on the matters to be voted
upon in regard to the ten-for-one reverse stock split of its shares of common
stock, the amendment to the Company's articles of incorporation increasing the
authorized number of shares, to change the corporation's name and to change the
Company's primary business address. Shareholders owning 9,277,668 shares
representing approximately 53.4% of shares entitled to vote have voted in
favor of such proposals.
WHAT WAS THE BOARD OF DIRECTORS' RECOMMENDATIONS?
The Board of Directors' recommendation is set forth together with the
description of the Proposal in this information statement. In summary, the Board
recommends a vote:
o FOR the approval of an amendment to the Company's Certificate of
Incorporation to affect a ten-for-one reverse-stock split.
o FOR the approval of an amendment to the Company's Certificate of
Incorporation to increase the Company's authorized common stock to
fifty million shares.
o FOR the approval of an amendment to the Company's Certificate of
Incorporation to change the Company's name.
o FOR the approval of an amendment to the Company's Certificate of
Incorporation to change the Company's principal business address.
3
WHAT VOTE WAS REQUIRED TO APPROVE EACH ITEM?
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 on
the record date, or 8,662,714 shares, was required for approval.
CONSENTING SHAREHOLDERS
On June 13, 2003, our board of directors unanimously adopted resolutions
declaring the advisability of, and recommended that the shareholders approve the
ten-for-one reverse stock split of its shares of common stock, the amendment to
the Company's articles of incorporation increasing the authorized number of
shares, to change the corporation's name and to change the Company's primary
business address. 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 June 13, 2003, the following Consenting Shareholders, who collectively
own approximately 53.4% of our common stock, consented in writing to the
proposed Amendment:
Name Shares Percentage
---- ------ ----------
Robert Feldman 7,527,668 43.4%
Arthur Aaronson 1,250,000 7.2%
James S. Koroloff 500,000 2.8%
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Total 9,277,668 53.4%
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Under Delaware law, we are required to give all shareholders written notice of
any actions that are taken by written consent without a shareholders meeting.
Under Section 14(c) of the Securities Exchange Act of 1934 (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 purpose of:
o Advising shareholders of the action taken by written consent, as required
by Delaware law; and
o Giving shareholders advance notice of the actions taken, as required by
the Exchange Act
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.
4
STOCK OWNERSHIP
BENEFICIAL OWNERS
The following table shows persons (other than directors and executive officers)
who own beneficially more than five percent (5%) of the Company's issued and
outstanding common stock as of June 13, 2003, 2003.
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED OF CLASS
-------------------------- ------------ -----------
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DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the amount of common stock of the Company beneficially
owned by the Company's directors and executive officers and by all directors and
executive officers as a group as of June 13, 2003 2003. Unless otherwise
indicated,beneficial ownership is direct, and the person indicated has sole
voting and investment power. As of June 13, 2003, 2003, the Company had
17,325,427 shares of common stock issued and outstanding.
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS POSITION OWNED OF CLASS
---------------------- ---------------------- ------------ -----------
Robert Feldman President and Director(1) 7,527,668 43.4%
Arthur Aaronson Director 1,250,000 7.2%
James S. Koroloff Director 500,000 2.8%
Burton Shildhouse Director
Donald S. Franklin Director
Raymond Barton President -0- -0-
------------- ------
All Officers and 9,277,668 53.4%
Directors as a Group(6)
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(1) Mr. Feldman resigned as President on June 13, 2003 and was
replaced by Raymond Barton.
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THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
Our board of directors unanimously adopted a resolution that declared the
advisability of and recommended that the shareholders approve an amendment to
our Certificate of Incorporation that will implement a
ten-for-one reverse stock split of its shares of common stock, an
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, a change of the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and a change of the Company's primary business address from 203 East Broad
Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville, New York,11747.
The proposed changes will hopefully serve to increase the trading price of
our common stock, facilitate capital raising activities and better reflect
managements operational goals. The Amendments were approved by the written
consent of the holders of a majority of our outstanding common stock on
June 13, 2003, 2003. The proposed corporate actoins will be implemented by
filing the Amendments in the office of the Secretary of State of the State
of Delaware.
The Amendments will be filed on July 27, 2003, or as soon thereafter
as practicable, and will become effective when filed. When the Amendments
becomes effective, it will implement a one-for-ten reverse split of our
issued and outstanding common stock our authorized common stock will be
increased to fifty million shares, our name will change as will our primary
business address. The operative text of the Amendments are as follows:
"FIRST
Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"), the Corporation formerly named Health &
Leisure, Inc. shall hereinafter be called Marketshare Recovery, Inc."
"SECOND
Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"),the previous primary business address of the
Corporation 203 East Broad Street Columbus, Ohio 43215, shall hereinafter be
95 Broadhollow Road Melville, New York 11747.
"THIRD
Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"), the previously authorized 20,000,000 (twenty
million) shares ofcommon stock par value $0.01 shall be increased to 50,000,000
(fifty million) shares of common stock par value $0.10."
"FOURTH
(b) Upon the effectiveness of the amendment contained in this
Certificate of Amendment (the "Effective Date"), each ten (10) shares of common
stock, par value $.01 per share, of the Company's issued and outstanding Common
stock at the close of business on the Effective Date shall be converted into one
share of fully paid and nonassessable Common stock.
(c) In lieu of the issuance of any fractional shares that would
otherwise result from paragraph (b)above, the Company shall issue to any
shareholder that would otherwise receive fractional shares one whole share, the
additional shares thereby issued being taken from authorized but theretofore
unissued shares of Common stock.
(d) Following the effectiveness of this amendment, certificates
representing the shares of Common stock to be outstanding after the Effective
Date may be exchanged for certificates now outstanding pursuant to procedures
adopted by the Company's board of directors and communicated to those who are to
receive new certificates."
EFFECT OF THE REVERSE SPLIT
Any new shares issued in connection with the reverse split will be fully paid
and non-assessable. The number of shareholders will remain unchanged. The
reverse split will decrease the number of outstanding common shares but will not
affect any shareholder's proportionate interest in our Company, except for minor
differences resulting from the rounding up of fractional shares. The par value
of our common stock will be adjusted to reflect the stock split. Therefore,
the reverse split will not affect our total shareholders' equity. All share and
per share information will be retroactively adjusted to reflect the reverse
split for all periods presented in our future financial reports and regulatory
filings.
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While it is expected that the reverse split will result in an increase in the
market price of our common stock, there can be no assurance that our common
stock will trade at a multiple of ten times our current price, or that any
such increase will be sustained. If the market price of our stock declines after
the implementation of the reverse split, the percentage decline as an absolute
number and as a percentage of our overall market capitalization may be greater
than would be the case in the absence of a reverse split.
The possibility exists that the reduced number of outstanding shares will
adversely affect the market for our common stock by reducing the relative level
of liquidity. In addition, the reverse split will increase the number of the
shareholders who own odd lots, or less than 100 shares. Shareholders who own odd
lots typically find it difficult to sell their shares and frequently find odd
lot sales more expensive than round lot sales of 100 shares or more.
Consequently, there can be no assurance that the reverse stock split will
achieve the desired results outlined above.
After the reverse split, the Company will have issued and outstanding
approximately 1,732,543 shares of its common stock, and we will have the
corporate authority to issue approximately 48,267,457 shares of authorized but
unissued common stock and 3,425,000 shares of preferred stock issued and
outstanding and 6,575,000 shares of unissued preferred stock. These authorized
and unissued shares may be issued without shareholder approval at any time, in
the sole discretion of our board of directors. The authorized and unissued
shares may be issued for cash, to acquire property or for any other purpose that
is deemed in the best interests of our Company. Any decision to issue additional
shares will reduce the percentage of our shareholders' equity held by our
current shareholders and could dilute our net tangible book value.
We will not become a private Company as a result of the reverse split, and our
common stock will continue to be quoted on the OTC: Bulletin Board.
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.
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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:
o Annual Report for the year ended December 31, 2002 (the "Form 10-KSB");
o Quarterly Report for the period ended March 30, 2003 (the "Form 10-QSB")
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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ray Barton
---------------------
Ray Barton
President
Melville New York
July 23, 2003
8