Def 14C
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14 (c)
of
the Securities Exchange Act of 1934 (Amendment No.)
Check
the appropriate box:
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[
] Preliminary Information Statement
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[
] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5 (d)(2))
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[X]
Definitive Information Statement
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UNIVEC,
INC.
(Name
of Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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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)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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[
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Fee
paid previously with preliminary materials.
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[
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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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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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3)
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Filing
Party:
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4)
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Date
Filed:
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
UNIVEC,
INC.
10
East Baltimore Street, Suite 1404
Baltimore,
MD 21202
INFORMATION
STATEMENT
November
14, 2006
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders")
of
the common stock, par value $0.001 per share (the "Common Stock"), of Univec,
Inc., a Delaware Corporation (the "Company"), to notify such Stockholders of
the
following:
On
September 20, 2006, pursuant to Section 228 of the Delaware General Corporation
Law the Company received written consents in lieu of a meeting of Stockholders
from seven Stockholders holding 29,440,222 shares, representing 51.22% of the
57,478,726 outstanding shares of Common Stock (the “Majority Stockholders”),
approving the Amended Certificate
of Incorporation of the Company increasing the number of authorized
shares of common stock to five hundred million (500,000,000) shares of common
stock, par value $0.001 per share (the "Amendment").
On
September 20, 2006, pursuant to Section 141 of the Delaware General Corporation
Law, the Board of Directors of the Company unanimously approved the Amendment,
subject to Stockholder approval. According to Section 216 of the Delaware
General Corporation Law, a majority of the outstanding shares of voting capital
stock entitled to vote on the matter is required in order to amend the Company’s
Certificate of Incorporation. The Majority Stockholders approved the Amendment
by written consent in lieu of a meeting on September 20, 2006 in accordance
with
the Delaware General Corporation Law. Accordingly, your consent is not
required and is not being solicited in connection with the approval of the
Amendments.
We
Are Not Asking You For A Proxy And You Are Requested Not To Send A
Proxy.
The
Amendment to the Company's Certificate of Incorporation amended the number
of
shares of stock that the Company shall be authorized to have outstanding
at any
time to five
hundred million (500,000,000) shares
of
common stock, par value $0.001 per share, with no preemptive
rights.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company 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.
The Board of Directors has fixed the close of business on September 13, 2006
as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to receive this Information Statement.
You
are
being provided with this Information Statement pursuant to Section 14C of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the Amendment will not be filed with the Secretary of State of the
State of Delaware or become effective until at least 20 calendar days after
the
mailing of this Information Statement.
This
Information Statement is expected to be mailed on or about November 17, 2006
to
all Stockholders of record as of the Record Date.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with the Securities
and Exchange Commission (the "Commission"). Reports and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at Room 1580, 100 F Street, NE, Washington, DC
20549. Copies of such material can be obtained upon written request addressed
to
the Commission, Public Reference Section, 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements
and
other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
| 1. |
Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 2006; June
30,
2006; and
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| 2. |
Annual
Report on Form 10-KSB for the year ended December 31,
2005.
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OUTSTANDING
VOTING SECURITIES
As
of the
date of the Consent by the Majority Stockholders, September 20, 2006, the
Company had 57,478,726 shares of Common Stock issued and outstanding. Each
share
of outstanding Common Stock is entitled to one vote on matters submitted for
Stockholder approval.
On
September 20, 2006, the holders of 51.22% of the issued and outstanding shares
of Common Stock executed and delivered to the Company a written consent
approving the Amendment. Since the Amendment has been approved by the
Majority Stockholders, no proxies are being solicited with this Information
Statement.
The
Delaware General Corporation Law provides in substance that unless the Company's
Certificate of Incorporation provides otherwise, stockholders may take action
without a meeting of stockholders and without prior notice if a consent or
consents in writing, setting forth the action so 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 at a meeting at which all shares entitled
to
vote thereon were present.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the number of shares of the
Company’s Common Stock beneficially owned on September 13, 2006, the Record
Date, by each person who is known by the Company to beneficially own 5% or
more
of the Company’s Common Stock, each of the Company’s directors and executive
officers, and all of the Company’s directors and executive officers, as a
group:
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Title
of Class
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Name
and Address of Beneficial Owner
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Amount
and Nature of Beneficial Owner
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Percent
of Class (2)
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Common
Stock
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Dr.
David Dalton (1)
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23,982,887
(4)
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41.72%
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24,816,320
(5)
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40.82%
(6)
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Common
Stock
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Raphael
Langford (1)
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1,883,334
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3.28%
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3,366,667
(7)
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5.73%
(8)
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Common
Stock
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Michael
Lesisko (1)
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1,474,001
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2.56%
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2,640,668
(9)
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4.49%
(10)
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Common
Stock
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S.
Robert Grass (1)
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500,000
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0.87%
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1,065,951
(11)
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1.83%
(12)
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Common
Stock
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William
Wooldridge (1)
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250,000
(13)
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0.43%
(14)
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Common
Stock
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Emerald
Capital Partners LP (3)
425
Broadhollow Road
Melville,
NY 11747
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6,000,000
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10.44%
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Common
Stock
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All
officers and directors as a group (5 in number)
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25,756,889
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44.81%
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32,139,606
(15)
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50.29%
(16)
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(1)
The
address for each beneficial owner is 822
Guilford Avenue, Suite 208, Baltimore, Maryland 21202.
(2)
Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the stockholders named
in this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on 57,478,726
common shares outstanding as of September 13, 2006, adjusted as required by
rules promulgated by the Commission.
(3)
Michael
Xirinachs is the Managaing Partner of Emerald
Capital Partners LP
and has
sole voting and investment control over these shares.
(4)
Includes
2,333,333 (4.06% of the issued and outstanding common stock) shares held by
Pharmacy Services, Inc. for which Dr. Dalton is the President of and has sole
voting and investment power in regards to those shares.
(5)
Includes
3,166,676 shares issuable upon the exercise of presently exercisable
options.
(6)
Calculated
on the basis of 60,800,958 shares of Common Stock issued and outstanding
on
a
fully diluted basis including
the 3,166,676 shares issuable upon the exercise of presently exercisable
options.
(7)
Includes
1,133,333 shares issuable upon exercise of presently exercisable
options.
(8)
Calculated on the basis of 58,767,615 shares of Common Stock issued and
outstanding on
a
fully diluted basis including
the 1,133,333 shares issuable upon the exercise of presently exercisable
options.
(9)
Includes
1,166,667 shares issuable upon exercise of presently exercisable
options.
(10)
Calculated
on the basis of 58,800,949 shares of Common Stock issued and outstanding
on
a
fully diluted basis including
the 1,166,667 shares issuable upon the exercise of presently exercisable
options.
(11)
Includes
312,501 shares issuable upon conversion of Series D Convertible Preferred Stock
and 250,000 issuable upon exercise of presently exercisable
options.
(12)
Calculated
on the basis of 58,196,783 shares of Common Stock issued and outstanding
on
a
fully diluted basis
including the 312,501 shares issuable upon conversion of Series D Convertible
Preferred Stock and 250,000 shares issuable upon the exercise of presently
exercisable options.
(13)
Includes
250,000 shares issuable upon exercise of presently exercisable
options.
(14)
Calculated
on the basis of 57,884,282 shares of Common Stock issued and outstanding
on
a
fully diluted basis
including the 250,000 shares issuable upon the exercise of presently exercisable
options.
(15)
Includes
6,279,177 shares issuable upon exercise of presently exercisable options and
upon conversion of Series D Convertible Preferred Stock.
(16)
Calculated on the basis of 57,634,282 shares of Common Stock issued and
outstanding on
a
fully diluted basis including
the 6,279,177 shares issuable upon the exercise of presently exercisable options
and upon conversion of Series D Convertible Preferred Stock.
DISSENTER'S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the Delaware General Corporation Law, the
Company's Certificate of Incorporation consistent with above or Bylaws to
dissent from any of the provisions adopted in the Amendments.
AMENDMENT
TO CERTIFICATE OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES
OF
COMMON STOCK FROM 75,000,000 TO 500,000,000
The
Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation") authorizes the maximum number of shares outstanding at any
time
shall be seventy five million (75,000,000) shares of Common Stock. On
September 20, 2006, the Board of Directors approved an amendment to the
Certificate of Incorporation to authorize five hundred million (500,000,000)
shares of Common Stock. The Board of Directors is authorized to fix the
number of shares of and to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon the Common Stock.
On
September 20, 2006, the holders of a majority of the outstanding shares of
Common Stock approved the Amendment by written consent.
Specifically,
the increase in authorized shares is necessary based upon the recent financing
completed by the Company. The Company filed a Form SB-2 registration
statement with the SEC to register a total of 39,463,299 shares of common
stock
in accordance with a Securities Purchase Agreement dated July 31, 2006 between
the Company and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners,
LLC and New Millenium Capital Partners II, LLC, respectively. Secured
convertible promissory notes (the “Notes”) and warrants to purchase 10,000,000
shares of our common stock (the “Warrants”) were issued pursuant to the
Securities Purchase Agreement. In accordance with the Securities
Purchase Agreement, the Company is required to register 100% of the estimated
amount of shares of common stock issuable in connection with the conversion
of
the Notes. The aggregate principal amount of the Notes is two million dollars
($2,000,000). The number of shares being registered for the conversion of
the
callable secured convertible notes is
39,463,299
based on
the following: the full subscription price of $2,000,000 divided by the
conversion price of $.05068, which is calculated by the average of the lowest
three (3) trading prices for our shares of common stock during the twenty
(20)
trading days prior to the closing date of the transaction ($.1267), multiplied
by a 40% discount. We are required to register 100% of the conversion
shares.
After
the
additional shares are used for the specific financing purpose set forth above,
the general purpose and effect of the amendment to the Company's Certificate
of
Incorporation in authorizing 500,000,000 additional shares of Common Stock
will
be to use such additional shares of common stock for general corporate purposes,
including acquisitions, equity financings, stock dividends, stock splits
or
other recapitalizations, and grants of stock options. When the Board of
Directors deem it to be in the best interests of the Company and the
Stockholders to issue additional shares of Common Stock in the future from
authorized shares, the Board of Directors generally will not seek further
authorization by vote of the Stockholders, unless such authorization is
otherwise required by law or regulations.
The
additional authorized shares of Common Stock could have an anti-takeover effect.
If the Company's Board of Directors desires to issue additional shares in the
future, such issuance could dilute the voting power of a person seeking control
of the Company, thereby deterring or rendering more difficult a merger, tender
offer, proxy contest or an extraordinary corporate transaction opposed by the
Company.
EFFECTIVE
DATE OF AMENDMENT
Pursuant
to Rule 14c-2 under the Exchange Act, the filing of the Amendment to the
Certificate of Incorporation with the Delaware Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty
(20)
days after the date on which this Information Statement has been mailed to
the
Stockholders. The Company anticipates that the actions contemplated hereby
will
be effected on or about the close of business on December 8, 2006.
| By
Order of the
Board of Directors |
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By: |
/s/ Dr.
David
Dalton |
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Dr.
David Dalton |
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Chief
Executive Officer, President,
Director |