SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
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
Bio-Life Labs, Inc.
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Commission File Number: 000-30546
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:_____________
2) Aggregate number of securities to which transaction applies:_________________
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:_______________________________________
[ ] 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:______________________________
2) Form, Schedule or Registration Statement No.:____________
3) Filing Party:________________________________________
4) Date Filed:_________________________________________
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that Bio-Life Labs, Inc. will increase its
authorized common stock from fifty million (50,000,000) shares to one hundred
million (100,000,000) shares. The increase in authorized common stock was
approved on August 18, 2004, by unanimous approval of our Board of Directors. In
addition, one shareholder who is an entity controlled by one of our directors
and which holds a majority of our issued and outstanding common stock, approved
the increase in authorized common stock by written consent in lieu of a meeting
on August 18, 2004, in accordance with the relevant sections of Nevada Revised
Statutes. The increase in authorized common stock will not be effective until we
amend our Articles of Incorporation by filing a Certificate of Amendment to our
Articles of Incorporation with the Nevada Secretary of State. We intend to file
the Certificate of Amendment twenty days after this information statement is
first mailed to our shareholders.
Our purpose in increasing our authorized capital stock from fifty million
(50,000,000) shares to one hundred million (100,000,000) shares reflects the
determination by our Board of Directors that it is in our best interests and
desirable to increase our authorized common stock. No change is being made to
the number of authorized preferred stock, which is five million (5,000,000)
shares. We hope that such a change will increase the total value of the
corporation to our investors and better position us to take advantage possible
future financings and acquisition opportunities, and other corporate purposes as
the board of directors determines in its discretion to be in the best interest
of the corporation, and which may include future stock splits, stock dividends
or other distributions, future financings, acquisitions and stock options and
other equity benefits under employee benefit plans. To facilitate such future
possible financings or other such opportunities, we are increasing the number of
authorized shares of stock from our current authorized capitalization of fifty
million (50,000,000) shares.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about
October ___, 2004.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By order of the Board of Directors,
--------------------------------
Nancy LeMay
PRESIDENT
Los Angeles, California
October ___, 2004
Bio-Life Labs, Inc.
9911 West Pico Boulevard, Suite 1410
Los Angeles, California 90035
INFORMATION STATEMENT REGARDING ACTION TAKEN
BY WRITTEN CONSENT OF MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of our
majority shareholders, on August 18, 2004, in accordance with the relevant
Sections of the Nevada Revised Statutes. This action was taken by our officers
and directors who own in excess of the required majority of our outstanding
stock necessary for the adoption of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about October ___, 2004 to
shareholders of record on August 18, 2004. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On August 18, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to increase
our authorized common stock from fifty million (50,000,000) shares to one
hundred million (100,000,000) shares. No change was made to the number of shares
of preferred stock. On August 18, 2004, one shareholder who owns in excess of
the required majority of our outstanding stock necessary for the adoption of the
action, approved the increase in authorized stock by action taken by written
consent. This shareholder is an entity controlled by one of our directors. The
full text of the proposed amendment to the Articles of Incorporation is attached
hereto as Exhibit A.
PURPOSE OF INCREASING OUR AUTHORIZED COMMON STOCK
Our Board of Directors believes that the increase in our authorized stock from
fifty million (50,000,000) shares to one hundred million (100,000,000) shares
will increase the total value of the corporation to our investors and better
position us to take advantage possible future financings and acquisition
opportunities, and other corporate purposes as the board of directors determines
in its discretion to be in the best interest of the corporation, which may
include future stock splits, stock dividends or other distributions, future
financings, acquisitions and stock option plans and other equity benefits under
employee benefit plans. Because we currently have forty-seven million ninety-one
thousand eight hundred and five (47,091,805) shares issued and outstanding and
only have fifty million (50,000,000) shares authorized, we believe that we may
be limited in the amount of shares that could be issued to accommodate future
possible transactions whereby we would be required to issue additional shares of
our stock. To facilitate such future possible financings or other such
transactions, we are increasing the number of authorized shares of stock from
our current authorized capitalization of fifty million (50,000,000) shares.
PROCEDURE FOR APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK; VOTE REQUIRED
The Nevada Revised Statutes requires that, in order for us to amend our Articles
of Incorporation, such amendment must be approved by our Board of Directors and
approved by a majority of the outstanding shares entitled to vote. The Nevada
Revised Statutes also provides that any action which may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice, if
a consent in writing, setting forth the action so taken, shall be signed by the
holders of a majority of the outstanding shares entitled to vote.
On August 18, 2004, the record date for determination of the shareholders
entitled to receive this Information Statement, there were 47,091,805 shares of
common stock outstanding. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of our
shareholders. We needed the affirmative vote of at least a majority of the
outstanding shares of our common stock to approve the increase in authorized
common stock. Our Board, by its unanimous written consent, adopted resolutions
approving an amendment to our Articles of Incorporation to affect the increase
in authorized common stock. By action of written consent, dated August 18, 2004,
an entity controlled by one of our directors and which owns a majority of the
shares of the issued and outstanding shares of our common stock, or 62.9% of the
issued and outstanding shares of our common stock, approved the increase in
authorized common stock.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of the Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF BIO-LIFE LABS, INC. COMMON STOCK
The change in the number of authorized common stock will be reflected in its
stock records by book-entry in Bio-Life Labs, Inc.'s records. For those
shareholders that hold physical certificates, please do not destroy or send to
Bio-Life Labs, Inc. your stock certificates. Those certificates will remain
valid for the number of shares shown thereon, and should be carefully preserved
by you.
DISSENTER'S RIGHTS
The Nevada Revised Statutes do not provide for dissenters' right of appraisal in
connection with the increase in authorized common stock.
INTERESTS 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 increase in authorized common stock, which is not shared by all
other shareholders of Bio-Life Labs, Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the shares of our common stock as of August 18, 2004, except as noted in the
footnotes below, by:
o Each person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days of August 18, 2004, are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of August 18, 2004, there were 47,091,805
shares of our common stock were issued and outstanding. Unless otherwise
indicated in the table, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the shareholder's name, subject to community property laws, where applicable.
The address of each shareholder is listed in the table
====================== ======================================== ======================== ===============
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER CLASS
---------------------- ---------------------------------------- ------------------------ ---------------
Common Stock Nancy LeMay 1,084,009 shares (1) 2.3%
9911 West Pico Blvd.,Suite 1410 president, secretary,
Los Angeles, CA 90035 director
---------------------- ---------------------------------------- ------------------------ ---------------
Common Stock Joseph McGhie 1,284,009 shares (2) 2.7%
9911 West Pico Blvd., Suite 1410 chief financial
Los Angeles, CA 90035 officer,
director
---------------------- ---------------------------------------- ------------------------ ---------------
Common Stock David Karam 29,609,660 shares(3) 62.9%
9911 West Pico Blvd., Suite 1410 director
Los Angeles, CA 90035
---------------------- ---------------------------------------- ------------------------ ---------------
Common Stock Jules Verne, Inc.(3) 29,609,660 shares 62.9%
1900 Avenue of the Stars, Suite 1450
Los Angeles, CA 90067
---------------------- ---------------------------------------- ------------------------ ---------------
Common Stock All directors and named executive 30,893,669 shares 65.6%
officers as a group
====================== ======================================== ======================== ===============
(1) Shares held by The Navarre Corporation; Ms. LeMay holds voting control over
these shares.
(2) Resource Capital, Inc., an entity owned by Mr. McGhie, holds 200,000 shares.
Mr. McGhie is an officer and director of The Navarre Corporation, which
holds 1,084,009 shares.
(3) Dr. Karam is an officer of Jules Verne, Inc., and holds an ownership
interest in that entity.
"Exhibit A"
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Bio-Life Labs, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
(3) Shares: (number of shares the corporation is authorized to issued);
Number of shares with par value: 105,000,000 Par value: $.001; Number
of shares without par value: 0.
(7) The total number of shares of all classes of stock which this
corporation shall have authority to issue is 105,000,000 shares,
consisting of 5,000,000 shares of preferred stock, par value $.001
per share (hereinafter the "Preferred Stock"), and 100,000,000
shares of common stock, per value $0.001 (hereinafter
"Common Stock"). (The remainder of this Article shall remain
unchanged.)
3. The vote by which the stockholders holding such shares in the
corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be
required in the case of a vote by classes or series, or as may be
required by the provisions of the * articles of incorporation have
voted in favor of the amendment is:
4. Effective date of filing (optional): ________________________________
5. Officer Signature (required):________________________________
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.