Unassociated Document
 
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange
Act of 1934
 
(Amendment No.  1)
 
Entrx Corporation
(Name of the Issuer)
 
Entrx Corporation
(Name of Persons Filing Statement)
 
Common stock
(Title of Class of Securities)
 
591142203
(CUSIP Number of Class of Securities)
 
Peter L. Hauser
Entrx Corporation
800 Nicollet Mall, Suite 2690
Minneapolis, MN 55402
(612) 333-0614
Copy to: Roger H. Frommelt
Felhaber, Larson, Fenlon & Vogt, P.A.
220 South Sixth Street, Suite 2200
Minneapolis, MN 55402
(612) 373-8541
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)
 
This statement is filed in connection with (check the appropriate box):
a. x   The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§§240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Act”).
b. ྑ   The filing of a registration statement under the Securities Act of 1933.
c. ྑ   A tender offer.
d. ྑ   None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x  
Check the following box if the filing is a final amendment reporting the results of the transaction: ྑ
 
Calculation of Filing Fee
Transaction Valuation*
Amount of filing fee
$126,000
$25.00
* The filing fee was established based upon the closing market price of Entrx Corporation’s common stock of $0.35 per share on October 10, 2007 and the amount proposed to be paid to holders of fractional shares after the reverse stock split, and the estimated 360,000 shares (on a pre-reverse split basis) that will be acquired.
ྑ  Check box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ___________________________________
Form or Registration Statement No.: __________________________
Filing Party: _____________________________________________
Date Filed: ______________________________________________
 
 
Item 1 - Summary Term Sheet

See Proposal 2 - “Summary - Term Sheet” on page 6 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 2 - Subject Company Information
 
Name and Address:
Entrx Corporation
800 Nicollet Mall, Suite 2690
Minneapolis, MN 55402
(612) 333-0614
 
Securities:
 
Common Stock, par value $0.10 per share.
 
Trading Market and Price:
 
See Proposal 2 - “Fairness of the Reverse/Forward Split” on page 12 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 3 - Identity and Background of Filing Person
 
The filing person is Entrx Corporation.
 
Item 4 - Terms of the Transaction
 
See Proposal 2 - “Structure of the Reverse/Forward Split” on page 9, “Fairness of the Reverse/Forward Split” on page 12, and “Appraisal Rights” on page 16 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 5 - Past Contracts, Transactions, Negotiations and Agreements
 
Not applicable.
 
Item 6 - Purposes of the Transaction and Plans or Proposals 
 
See Proposal 2 - “Reasons for the Reverse/Forward Split” on page 8, “Background and Purpose of the Reverse/Forward Split” on page 10, and “Effect of Reverse/Forward Split on Entrx” on page 14 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 7 - Purposes, Alternatives, Reasons and Effects
 
See Proposal 2 - “Reasons for the Reverse/Forward Split” on page 8, and “Background and Purpose of the Reverse/Forward Split” on page 10 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 8 - Fairness of the Reverse/Forward Split
 
See Proposal 2 - “Fairness of the Reverse/Forward Split” on page 12 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 9 - Reports, Opinions, Appraisals and Negotiations
 
See Proposal 2 - “Fairness of the Reverse/Forward Split” on page 12 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
 
Item 10 - Source and Amount of Funds or Other Consideration
 
See Proposal 2 - “Effect of the Reverse/Forward Split on Entrx” on page 14 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 11 - Interest in Securities of the Subject Company
 
Not applicable.
 
Item 12 -- The Solicitation or Recommendation
 
See Proposal 2 - “Background and Purpose of the Reverse/Forward Split” on page 10, and “Board of Directors' Recommendation” on page 16 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 13 - Financial statements
 
See the Company’s Form 10-KSB for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 23, 2007 and the Company’s Form 10-QSB for the three and nine-month period ended September 30, 2007, filed with the Securities and Exchange Commission on November 7, 2007.
 
Item 14 - Persons/Assets, Retained, Employed, Compensated or Used
 
See “VOTING INFORMATION - Who will be soliciting your vote?” on page 1 in the Company’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Item 15 - Additional Information
 
Not applicable.
 
Item 16 - Exhibits
 
Preliminary Proxy Statement filed with the Securities and Exchange Commission on November 13, 2007.
 
Signature:
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
       
/s/ Brian Niebur    
November 13, 2007
   
Brian Niebur, Chief Financial Officer