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
BioGentech Corp.
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Commission File Number: 000-49620
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:_________________________________________
BioGentech Corp.
2445 McCabe Way, Suite 150
Irvine, California 92614
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY
SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that BioGentech Corp. will change its name to
Cobalis Corp. The name change was approved on May 27, 2004, by unanimous
approval of our Board of Directors. In addition, shareholders holding a majority
of our issued and outstanding common stock, approved the name change by written
consent in lieu of a meeting on May 27, 2004, in accordance with the relevant
sections of Nevada Revised Statutes. The name change 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 changing our name to Cobalis Corp. is to comply with the
terms of an agreement that is the basis for a consent judgment against us in a
case filed last year in the US District Court for the District of Massachusetts
by Biogen Idec MA Inc., ("Biogen") alleging trademark infringement and unfair
competition, under docket number CA No. 03-12305 PBS. In March 2004, we entered
into an agreement with Biogen to settle the dispute wherein we will be enjoined
from using the corporate names, trade names, trademarks or domain names
containing "Biogentec" or "Biogentech" or any phonetic equivalent. We intend to
continue development of our product under our new corporate name when the name
change has been given effect.
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
____________ 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,
-----------------------
Chaslav Radovich
PRESIDENT
Irvine, California
________________, 2004
BioGentech Corp.
2445 McCabe Way, Suite 150
Irvine, California 92614
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 shareholder, on May 27, 2004, in accordance with the relevant Sections
of the Nevada Revised Statutes. This action was taken by shareholders who own in
excess of the required majority of our outstanding common 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 __________, 2004 to
shareholders of record on May 27, 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 May 27, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to change
our corporate name to "Cobalis Corp." On May 27, 2004, shareholders who own in
excess of the required majority of our outstanding common stock necessary for
the adoption of the action, approved the name change by action taken by written
consent. The full text of the proposed amendment to the Articles of
Incorporation is attached hereto as Exhibit A.
PURPOSE OF CHANGE IN NAME OF THE CORPORATION
Our purpose in changing our name to Cobalis Corp. is to comply with the terms of
an agreement that is the basis for a consent judgment against us in a case filed
last year in the US District Court for the District of Massachusetts by Biogen
Idec MA Inc., ("Biogen") alleging trademark infringement and unfair competition,
under docket number CA No. 03-12305 PBS. In March 2004, we entered into an
agreement with Biogen to settle the dispute wherein we will be enjoined from
using the corporate names, trade names, trademarks or domain names containing
"Biogentec" or "Biogentech" or any phonetic equivalent. We intend to continue
development of our product under our new corporate name when the name change has
been given effect.
PROCEDURE FOR APPROVAL OF NAME CHANGE; 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 May 27, 2004, the record date for determination of the shareholders entitled
to receive this Information Statement, there were 23,792,666 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 name change. Our Board, by its unanimous written
consent, adopted resolutions approving an amendment to our Articles of
Incorporation to effect the name change. By action of written consent, dated May
27, 2004, two shareholders who are affiliates and who own 11,370,000 shares of
the issued and outstanding shares of our common stock, or 57.9% of the issued
and outstanding shares of our common stock, approved the name change.
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 BIOGENTECH CORP. STOCK
The change in the name of BioGentech Corp. will be reflected in its stock
records by book-entry in BioGentech Corp.'s records. For those shareholders that
hold physical certificates, please do not destroy or send to BioGentech Corp.
your common 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 name change.
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 name change, which is not shared by all other shareholders of
BioGentech Corp.
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 May 27, 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 May 27, 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 May 27, 2004, there were 23,792,666 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 BENEFICIAL PERCENT OF CLASS
OWNER
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Chaslav Radovich (1) 306,200 shares 1.3%
--------------------------------------- President, Secretary, Treasurer
2445 McCabe Way, Suite 150 and Director
Irvine, CA, 92614
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock St. Petka Trust (2) 12,369,441 shares 51.9%
46 Calle Fresno
San Clemente, CA, 92672
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Radul Radovich (2) 12,369,441 shares 51.9%
46 Calle Fresno Director
San Clemente, CA, 92672
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Silver Mountain Promotions (2) 12,369,441 shares 51.9%
6446 Silver Dawn Lane
Las Vegas, NV, 89118
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock R&R Holdings (2) 12,369,441 shares 51.9%
46 Calle Fresno
San Clemente, CA, 92672
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock James Luce 12,500 shares 0.1%
34 Van Gogh Way Chief Operating Officer, Chief
Coto de Caza, CA, 92679 Marketing Officer
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Ernest Armstrong (3) 2,120,000 shares 8.9%
2445 McCabe Way, Suite 150 Vice President Business
Irvine, CA, 92614 Development
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Gene Pharmaceuticals (3) 2,020,000 shares 8.5%
2445 McCabe Way, Suite 150
Irvine, CA, 2614
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Kevin Prendiville (4) 397,500 shares 1.7%
1791 Franquers Ln Director
Cottonwood, AZ, 86326
------------------- ---------------------------------------- ------------------------------------ -------------------
Common Stock Officers and directors as a group 15,179,366 shares 63.8%
=================== ======================================== ==================================== ===================
(1)Chaslav Radovich owns 262,200 individually and is the custodian of the 44,000
shares owned by Milena Radovich, his minor child.
(2)Radul Radovich is one of the beneficiaries of the St. Petka Trust, which owns
11,750,000 shares. Radul Radovich and his spouse are the owners of R&R Holdings
which holds 20,333 shares of our common stock, and of Silver Mountain
Promotions, which holds 572,833 shares of our common stock.
(3)Ernest Armstrong owns 100,000 individually and is the sole owner of Gene
Pharmaceuticals, LLC, which owns 2,020,000 shares.
(4)Kevin Prendiville owns 12,500 shares directly and is one of the trustees of
the Prendiville Revocable Trust, owner of 385,000 shares.
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: Biogentech Corp.
2. The articles have been amended as follows (provide article numbers, if
available):
I. The name of this corporation is to Cobalis Corp.
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):_______________________________________
(must not be later than 90 days after the
certificate is filed)
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.