UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section240.14a-12
Lifen, Inc.
-----------
(Name of Registrant as Specified In Its Charter)
N/A
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
(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):
N/A
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------------------------
(5) Total fee paid:
N/A
-----------------------------------------------------------------------
[ ] 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:
N/A
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
N/A
-----------------------------------------------------------------------
(3) Filing Party:
N/A
-----------------------------------------------------------------------
(4) Date Filed:
N/A
-----------------------------------------------------------------------
LIFEN, INC.
455 Market Street
Suite 1220
San Francisco, California 94105
-------------------------------
Proxy Statement
May 15, 2003
Dear Stockholder:
You are cordially invited to attend the 2003 Annual Meeting of Stockholders of
Lifen, Inc. to be held at the offices of Morrison & Foerster LLP, 425 Market
Street, San Francisco, California 94105, on Wednesday, May 28, 2003 at 1:30 p.m.
Pacific time. Details of the business to be conducted at the Annual Meeting are
given in the attached Proxy Statement.
It is important that your shares be represented at the Annual Meeting. Whether
or not you plan to attend the Annual Meeting, please complete, sign, date and
promptly return the accompanying proxy in the enclosed postage-prepaid envelope.
If you send in your proxy card and then decide to attend the Annual Meeting to
vote your shares in person, you may still do so. Your proxy is revocable in
accordance with the procedures set forth in the Proxy Statement.
Your Board of Directors recommends that you vote in favor of the two proposals
outlined in this Proxy Statement. Please refer to the Proxy Statement for
detailed information on each of the proposals.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in our Company. We look forward to seeing you at
the Annual Meeting.
Sincerely,
/s/ James D. Durham
James D. Durham
Chairman of the Board and
Chief Executive Officer
[Crdentia Logo]
LIFEN, INC.
-----------
Notice of Annual Meeting of Stockholders
To Be Held May 28, 2003
-----------------------
To the Stockholders of LIFEN, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Lifen, Inc., a Delaware corporation (the "Company"), will be held
at the offices of Morrison & Foerster LLP, 425 Market Street, San Francisco,
California 94105, on Wednesday, May 28, 2003, at 1:30 p.m Pacific Daylight Time,
for the following purposes:
1. Amendment to Amended and Restated Certificate of Incorporation to
Change Company's Name. To amend the Company's Amended and Restated Certificate
of Incorporation to change the Company's name to "Crdentia Corp.";
2. Selection of Independent Auditors. To ratify the recommended
appointment of BDO Seidman, LLP, as the independent auditors for the Company for
the year ending December 31, 2003; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof. The foregoing items
of business are more fully described in the proxy statement which is attached
and made a part hereof.
The board of directors of the Company has fixed the close of business on
May 9, 2003 as the record date for determining the stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournment or postponement
thereof.
Whether or not you expect to attend the Annual Meeting in person, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Annual Meeting. Should you receive more
than one proxy because your shares are registered in different names and
addresses, each proxy should be returned to ensure that all of your shares will
be voted. If you send in your proxy card and then decide to attend the Annual
Meeting to vote your shares in person, you may still do so. Your proxy is
revocable in accordance with the procedures set forth in the proxy statement.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
Chairman of the Board and
Chief Executive Officer
San Francisco, California
May 15, 2003
Mailed to Stockholders
on or about May 15, 2003
LIFEN, INC.
455 Market Street
Suite 1220
San Francisco, California 94105
-------------------------------
PROXY STATEMENT
FOR 2003 ANNUAL MEETING OF STOCKHOLDERS
---------------------------------------
General Information
This proxy statement is furnished to the stockholders of Lifen, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation by the
board of directors of the Company of proxies in the accompanying form for use in
voting at the annual meeting of stockholders of the Company (the "Annual
Meeting") to be held on Wednesday, May 28, 2003, at 1:30 p.m. Pacific Daylight
Time, at the offices of Morrison & Foerster LLP, 425 Market Street, San
Francisco, California 94105, and any adjournment or postponement thereof. The
shares represented by the proxies received, properly marked, dated, executed and
not revoked will be voted at the Annual Meeting.
The Company's Internet Web site address is www.crdentia.com. The Company's
annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge in
electronic or paper form upon request to the Company after they are
electronically filed with, or furnished to, the Securities and Exchange
Commission. All materials filed by the Company with the Commission also can be
obtained at the Commission's Public Reference Room at 450 Fifth Street, N.W.
Washington, D.C. 20549 or through the Commission's Web site at www.sec.gov. You
may obtain information on the operation of the Public Reference Room by calling
1-800-SEC-0330.
Solicitation, Record Date and Voting Procedures
The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy materials for the Annual Meeting and reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's common stock. The Company may conduct further solicitation
personally, telephonically or by facsimile through its officers, directors and
regular employees, none of whom will receive additional compensation for
assisting with the solicitation.
The close of business on May 9, 2003 has been fixed as the record date (the
"Record Date") for determining the holders of shares of common stock of the
Company entitled to notice of and to vote at the Annual Meeting. As of the close
of business on the Record Date, the Company had 10,998,166shares of common stock
outstanding and entitled to vote at the Annual Meeting. The presence at the
Annual Meeting of a majority of these shares of common stock of the Company,
either in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. The Company's Secretary, Lawrence M. Davis,
will tabulate votes cast by proxy and act as inspector of elections to tabulate
votes cast in person at the Annual Meeting. Each outstanding share of common
stock on the Record Date is entitled to one vote on all matters.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and are, therefore, included
for purposes of determining whether a quorum of shares is present at the Annual
Meeting. Abstentions are included in determining the number of shares voted on
the proposals submitted to stockholders (other than the election of directors)
and will have the same effect as a "no" vote on such proposals. A broker "non-
vote" occurs when a nominee holding shares for a beneficial owner does not vote
on a particular matter because the nominee does not have the discretionary
voting power with respect to that matter and has not received instructions from
the beneficial owner. Broker "non-votes," and shares as to which proxy
authority has been withheld with respect to any matter, are generally not deemed
to be entitled to vote for purposes of determining whether stockholders'
approval of that matter has been obtained.
1
With respect to proposals 1 and 2 of this proxy statement, the affirmative
vote of a majority of the shares of common stock represented and voted at the
Annual Meeting is required for approval of the amendment to the Amended and
Restated Certificate of Incorporation to change the Company's name and
ratification of the independent auditors. Abstentions will have the same effect
as "no" votes on proposals 1 and 2, whereas broker "non-votes" will have no
effect on such proposals.
The Proxy
The persons named as proxyholders, James D. Durham and Lawrence M. Davis,
were selected by the Company's board of directors and currently serve as
executive officers of the Company.
All shares represented by each properly executed, unrevoked proxy received
in time for the Annual Meeting will be voted in the manner specified therein.
If no specification is made on the proxy as to any one or more of the proposals,
the common stock of the Company represented by the proxy will be voted as to the
proposal for which no specification is given as follows: FOR the amendment of
Company's Amended and Restated Certificate of Incorporation to change the
Company's name to "Crdentia Corp.", FOR the ratification of the recommendation
of BDO Seidman, LLP, as the Company's independent auditors for the 2003 fiscal
year and, with respect to any other matters that may come before the Annual
Meeting, at the discretion of the proxyholders. The Company does not presently
know of any other such business to be conducted at the Annual Meeting.
Revocability of Proxy
If the shares of common stock are held in your name, you may revoke your
proxy given pursuant to this solicitation at any time before the proxy card is
voted by: (i) delivering to the Company (to the attention of Lawrence M. Davis,
the Company's Secretary), at the address of the Company's principle executive
offices, a written notice of revocation or a duly executed proxy bearing a later
date, or (ii) attending the Annual Meeting and voting in person. If your shares
are held in "street name," you should follow the directions provided by your
broker regarding how to revoke your proxy. Your attendance at the Annual
Meeting after having executed and delivered a valid proxy card will not in and
of itself constitute a revocation of your proxy. You will be required to give
oral notice of your intention to vote in person to the inspector of elections at
the Annual Meeting.
2
PROPOSAL NO. 1
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME.
The Company's Amended and Restated Certificate of Incorporation currently
provides that the Company's name is "Lifen, Inc." An increasing portion of the
Company's overall operational strategy is to offer services in the temporary
medical staffing industry, which services the Company had originally planned to
operate under a division with the trade name "Crdentia". Because the Company
foresees that this division will constitute a substantial portion of the
Company's overall operations, the Company believes that changing its name to
"Crdentia Corp." will better reflect the Company's current business focus.
By approving this proposal, the stockholders will authorize the board of
directors to amend the Company's Amended and Restated Certificate of
Incorporation to reflect this name change. The amendment to the Amended and
Restated Certificate of Incorporation will take substantially the following
form:
"Article I is hereby replaced with a new Article I - 'The name of this
corporation is Crdentia Corp.' "
Required Vote
The affirmative vote of the holders of a majority of the shares of the
Company's common stock present or represented at the Annual Meeting is required
to approve the amendment to the Company's Amended and Restated Certificate of
Incorporation. Abstentions will have the same effect as "no" votes on this
proposal, whereas broker "non-votes" will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME.
3
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
BDO Seidman, LLP, is being recommended to the shareholders by the board of
directors to be the Company's independent auditors for the fiscal year ending
December 31, 2003. If this recommendation is ratified by the shareholders, then
the appointment of BDO Seidman, LLP will become effective as of the date of the
Annual Meeting. The Company anticipates that the proposed audit partner from
BDO Seidman, LLP will attend the Annual Meeting to respond to appropriate
questions from shareholders in attendance. In the event that ratification of
this selection of independent auditors is not approved by a majority of the
shares of common stock voting at the Annual Meeting in person or by proxy,
management will review its future selection of independent auditors.
The Company's current independent auditor is Sanford H. Feibusch, CPA, PC.
In connection with his services to the Company in the fiscal year ended December
31, 2002, Mr. Feibusch prepared (i) a report dated February 5, 2003 on the
Company's consolidated financial statements for the four months ended December
31, 2002 and 2001, and for the period from November 10, 1997 (date of inception)
to December 31, 2002, and (ii) a report dated November 7, 2002 on the Company's
consolidated financial statements for the years ended August 31, 2002 and 2001,
and for the period from November 10, 1997 (date of inception) to August 31,
2002. Neither report contained an adverse opinion or disclaimer of opinion nor
was either qualified or modified as to uncertainty, audit scope, or accounting
principles. Both opinions were qualified, however, as to the Company's ability
to sustain itself as a going concern without securing additional funding. In
addition, with respect to each of the reports, there were no disagreements with
Mr. Feibusch on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to the satisfaction of Mr. Feibusch would have caused him to make
reference thereto in his report on the financial statements for such periods.
The Company provided Mr. Feibusch with a copy of the foregoing disclosures and
advised him in writing that, if he believed such disclosures to be incorrect or
incomplete, he could present his views in a brief statement, ordinarily expected
not to exceed 200 words, to be included in this proxy statement.
Fees paid to Mr. Feibusch in 2002 were as follows:
Audit Fees. $7,000 for the audit of consolidated financial statements for
(i) the four months ended December 31, 2002 and 2001, and for the period
from November 10, 1997 (date of inception) to December 31, 2002, and (ii)
the for the years ended August 31, 2002 and 2001, and for the period from
November 10, 1997 (date of inception) to August 31, 2002.
Financial Information Systems Design and Implementation Fees. None.
All Other Fees. None.
The Company's management and board are in favor of this change because of
the Company's probable transition from a development stage company to an
operating company in conjunction with the proposed acquisition of New Age
Staffing, Inc. As such, both the potential size and geographic diversity of the
Company could exceed Mr. Feibusch's capacity to provide the appropriate level of
professional service since he is a sole practitioner.
Required Vote
The affirmative vote of the holders of a majority of the shares of the
Company's common stock present or represented at the Annual Meeting is required
to approve the ratification of the selection of BDO Seidman, LLP as the
Company's independent auditors for year 2003. Abstentions will have the same
effect as "no" votes on this proposal, whereas broker "non-votes" will have no
effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE SELECTION OF BDO SEIDMAN, LLP.
4
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2002, the end of the
Company's fiscal year, information with respect to: (1) any person known by the
Company to own beneficially more than five (5%) percent of the Company's common
stock, based on 10,998,166 shares issued and outstanding as of the end of
December 31, 2002, (2) common stock owned beneficially by each officer or
director of the Company, and (3) the total of the Company's common stock owned
beneficially, directly or indirectly, by the Company's officers and directors.
Name and address of Number of Percent
Beneficial Owner Shares Owned of Class
---------------------------------------- ------------ --------
James D. Durham and
Sandra J. Durham, JTWROS (1)(2)(4)* 980,000 8.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Paine Weber, Custodian for 40,000 0.36%
the IRA FBO James Durham (2)(5)*
455 Market Street, Suite 1220
San Francisco, CA 94105
Malahide Investments (1)(6) 980,000 8.91%
P.O. Box 170, Churchill Building
Grand Turk
Turks & Caicos Islands
Robert Gordon (1) 760,000 6.91%
444 Madison Avenue, Suite 2904
New York, NY 10022
Parthian Securities (1) 704,286 6.40%
36 Boulevard Helvetique
1207 Geneva, Switzerland
John Messina (1)(7) 616,000 5.60%
11 Wyman Street
Rye Brook, NY 10573
Pamela Atherton (2)(8)* 399,931 3.64%
455 Market Street, Suite 1220
San Francisco, CA 94105
Lawrence M. Davis (2)(8)* 299,949 2.73%
455 Market Street, Suite 1220
San Francisco, CA 94105
Robert J. Kenneth (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Robert P. Oliver (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Joseph M. DeLuca (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Officers and Directors
as a group (6 persons) (3) 2,019,880 18.37 %
* Officer and/or Director
5
------------------------------
(1) Persons known by the Company to own beneficially more than five percent (5%)
of the Company's common stock.
(2) Common stock owned beneficially by each officer and director of the Company.
(3) The total number of shares of the Company's common stock owned beneficially,
directly or indirectly, by the officers and directors of the Company as a
group.
(4) Shares owned by James D. Durham, Chief Executive Officer and Chairman of
the board of directors of the Company, and his wife, Sandra J. Durham, as
Joint Tenants with Rights of Survivorship.
(5) James D. Durham, Chief Executive Officer and Chairman of the board of
directors of the Company, is the beneficiary of Paine Webber as custodian of
these shares.
(6) James D. Durham is an advisor to Malahide Investments but has no beneficial
interest in the shares of the Company owned by Malahide Investments.
(7) John Messina is the brother of Joseph J. Messina, sole officer and director
of Wilmont Holdings Corp., a corporate shareholder of the Company. Mr.
Messina does not have voting or dispositive control over the shares held by
Wilmont Holdings Corp.
(8) Shares vest over a four year period, with a vesting start date of November
1, 2002.
(9) Shares vest over a three year period, with a vesting start date of October
22, 2002.
6
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to Be Brought Before an Annual
Meeting. To be considered for presentation to the annual meeting of the
Company's stockholders to be held in 2004, a stockholder proposal must be
received by the Company's Secretary, Lawrence M. Davis, at 455 Market Street,
Suite 1220, San Francisco, California 94105, no later than January 16, 2004.
Requirements for Stockholder Proposals to Be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant to Rule
14a-8 under the Exchange Act and intended to be presented at the annual meeting
of the Company's stockholders to be held in 2004 must be received by the
Company's Secretary, Lawrence M. Davis, at 455 Market Street, Suite 1220, San
Francisco, California 94105, no later than January 16, 2004 in order to be
considered for inclusion in the Company's proxy materials for that meeting.
OTHER MATTERS
Form 10-KSB
The Company's transition report on Form 10-KSB for the four months ended
December 31, 2002 was filed with the Securities and Exchange Commission on
March 11, 2003. The Company's annual report on Form 10-KSB for the fiscal year
ended August 31, 2002 was filed with the Securities and Exchange Commission on
November 27, 2002. Upon written request to the Company's Secretary, Lawrence
M. Davis, at the address of the Company's principal executive offices, the
exhibits set forth on the exhibit index of the Form 10-KSB may be made available
at a reasonable charge.
Householding of Annual Meeting Materials
In December 2000, the Securities and Exchange Commission adopted new rules
that permit the Company to send a single set of annual reports and proxy
statements to any household at which two or more stockholders reside if the
Company believes they are members of the same family. Each stockholder will
continue to receive a separate proxy card. The Company is instituting this
householding procedure for all consenting accounts for the 2003 proxy season.
However, upon written request to the Company's Secretary, Lawrence M. Davis, at
the address of the Company's principal executive offices, you may revoke your
decision to household, and the Company will deliver a separate copy of the
annual report or proxy statement, as applicable, to you at the shared address
within 30 days of your request.
A number of brokerage firms have already instituted householding. If your
family has multiple accounts of our stock, you may have received householding
notification from your broker. Please contact your broker directly if you have
questions, require additional copies of the proxy statement or annual report, or
wish to revoke your decision to household, and thereby receive multiple reports.
Other Matters
The board of directors knows of no other business which will be presented
at the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the proxyholders.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
Chairman of the Board and
Chief Executive Officer
May 15, 2003
San Francisco, California
7
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
LIFEN, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 2003
The undersigned hereby appoints James D. Durham and Lawrence M. Davis, or
either of them, each with the power of substitution, and hereby authorizes each
of them to represent and to vote as designated below all of the shares of Common
Stock of Lifen, Inc. that the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held at 1:30 p.m., Pacific Daylight Time on May
28, 2003 at the offices of Morrison & Foerster LLP, 425 Market Street, San
Francisco, California 94105, or any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Please mark your
[X] votes as indicated
in this example.
1. Proposal to approve an amendment to the Company's Amended and
Restated Certificate of Incorporation to change the Company's name to
"Crdentia Corp."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to ratify the appointment of BDO Seidman, LLP as the
independent auditors for the Company for the fiscal year ending
December 31, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
SIGNATURE(S)____________________________________________ DATED:________, 2003
Please sign exactly as your name appears on this proxy card. If shares are
held jointly, each person should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.