Filed by Neurologix, Inc.
Subject Company - Change Technology
Partners, Inc.
Filed pursuant to Rule 425 under the
Securities Act of 1933
SEC File No. : 000-13347
Neurologix, Inc.
One Bridge Plaza
Fort Lee, NJ 07024
August 22, 2003
Dear Stockholders:
Neurologix, Inc., a Delaware corporation ("Neurologix"), is providing
notice to inform you that as of August 13, 2003, the stockholders of Neurologix
approved the resolutions attached hereto as Exhibit A approving the merger of
Neurologix with Change Technology Partners, Inc., a Delaware corporation
("CTPI").
CTPI recently sold its sole operating subsidiary. Currently, the
assets of CTPI primarily consist of cash and cash equivalents.
Under the terms of the merger agreement, a newly-formed subsidiary of
CTPI would merge with and into Neurologix, and Neurologix would survive as a
wholly-owned subsidiary of CTPI. All Neurologix securities issued and
outstanding as of the closing date will be exchanged for the right to receive a
certain number of shares of CTPI common stock. The exact number of shares of
CTPI common stock to be issued at closing will depend on CTPI's cash and cash
equivalents, liabilities and contractual commitments as of the closing date. It
is currently expected that upon completion of the merger CTPI's shareholders
would retain approximately thirty-two percent of the outstanding voting capital
stock of CTPI on a fully-diluted basis. The proposed stock-for-stock transaction
is subject to the approval of CTPI's stockholders and is intended to qualify as
a tax-free reorganization.
The merger transaction is expected to close in the fourth quarter of
2003.
Neurologix understands that in connection with the proposed
transaction, CTPI intends to file relevant materials with the Securities and
Exchange Commission (the "SEC"), including a registration statement under the
Securities Act of 1933, as amended, that contains a prospectus and proxy
solicitation statement for CTPI's stockholders. Because those documents will
contain important information, you are urged to read them, if and when they
become available. When filed with the SEC, they will be available without charge
at the SEC's website, www.sec.gov, and you will receive information at an
appropriate time on how to obtain transaction-related documents without charge
from CTPI. Those documents will describe how your Neurologix securities will be
converted into CTPI securities in accordance with the terms of the merger
agreement, as well as your appraisal rights under Section 262 of the Delaware
General Corporation Law if you do not wish to convert your shares of Neurologix
capital stock.
This notice is provided pursuant to Section 228(e) of the Delaware
General Corporation Law.
This is only a notice. You are not requested to, nor do you need to,
take any action with regard to this notice.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Very truly yours,
Mark Hoffman
Secretary
Exhibit A
Resolutions Adopted by the
Stockholders of Neurologix, Inc. on
August 13, 2003
Approval of Merger and Related Transactions
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NOW, THEREFORE, BE IT RESOLVED that the Agreement and Plan of Merger,
by and among the Company, CTP/N Merger Corp., a Delaware corporation
("MergerCo"), and Change Technology Partners, Inc., a Delaware
corporation and the parent corporation of MergerCo ("CTP") (the
"Merger Agreement"), in the form attached hereto, whereby, among other
things, (i) MergerCo shall merge with and into the Company, with the
Company being the surviving corporation (the "Merger"), and (ii) all
of the Company's shares of capital stock outstanding immediately prior
to the Merger shall upon consummation of the Merger be converted into
shares of CTP's common stock, par value $.001 per share, in accordance
with the terms of the Merger Agreement, hereby is approved and
adopted.
RESOLVED FURTHER that all of the transactions contemplated by the
Merger Agreement, including, without limitation, the Merger, hereby
are approved and adopted.