Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
Amendment
No. 2
Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange
Act of
1934
Entrx
Corporation
(Name of
the Issuer)
Entrx
Corporation
(Name of
Persons Filing Statement)
Common
stock
(Title of
Class of Securities)
293850103
(CUSIP
Number of Class of Securities)
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Peter L. Hauser
Entrx Corporation
800 Nicollet Mall, Suite 2690
Minneapolis, MN 55402
(612) 333-0614
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Copy to: Roger H. Frommelt
Felhaber, Larson, Fenlon & Vogt, P.A.
220 South Sixth Street, Suite 2200
Minneapolis, MN 55402
(612) 373-8541
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(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: ¨
Neither
the United States Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the transaction described in this
Section 13E-3; passed upon the merits or fairness of such transaction; or passed
upon the accuracy or inadequacy of the disclosure in this Schedule
13E-3. Any representation to the contrary is a criminal
offense.
Calculation
of Filing Fee
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Transaction Valuation*
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Amount of filing fee
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$126,000
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$11.60
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* The
filing fee was established based upon the $0.35 per share proposed to be paid to
holders of fractional shares of Entrx Corporation’s common stock after the
reverse stock split, and the estimated 360,000 shares (on a pre-reverse split
basis) that will be acquired. The closing market price of Entrx
Corporation’s common stock on December 26, 2008 was $0.13 per
share.
o 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.
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Amount
Previously Paid:___________________
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Form
or Registration Statement No.:___________
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Filing
Party:_____________________________
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Date
Filed:______________________________
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Item 1 –
Summary Term Sheet
See “Summary – Term Sheet” beginning on
page 4 in Amendment No. 1 of Entrx Corporation’s (the “Company”) Preliminary
Proxy Statement filed with the Securities and Exchange Commission on December
30, 2008 (the “Preliminary Proxy Statement”), regarding the vote on a proposal
involving a 500 to one reverse stock split of the Company’s common stock,
followed promptly by a one to 500 forward stock split (the
“Transaction”).
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, is the only class of equity securities outstanding. As of the
date of this Schedule 13E-3, there were 7,656,147 shares of common stock
outstanding. See “Voting Information” on page 1 of the Preliminary
Proxy Statement.
Trading
Market and Price:
See
“Fairness of the Reverse/Forward Stock Split” beginning on page 14 of the
Preliminary Proxy Statement.
Dividends:
See
“Fairness of the Reverse/Forward Stock Split” beginning on page 14 of the
Preliminary Proxy Statement.
Item 3 –
Identity and Background of Filing Person
The
filing person is the Company.
See
“Officers and Directors” beginning on page 19 of the Preliminary Proxy Statement
for information regarding the executive officers and directors of the
Company.
Item 4 –
Terms of the Transaction
See
“Summary – Discussion” beginning on page 5, “Summary – Special Factors”
beginning on page 6, “Structure of the Reverse/Forward Stock Split” beginning on
page 9, “Fairness of the Reverse/Forward Stock Split” beginning on page 14, and
“Appraisal Rights” on page 19 of the Preliminary Proxy Statement.
Item 5 –
Past Contracts, Transactions, Negotiations and Agreements
Not applicable.
Item 6 –
Purposes of the Transaction and Plans or Proposals
See
“Reasons for the Reverse/Forward Stock Split” beginning on page 8, “Background
and Purpose of the Reverse/Forward Stock Split” on page 10, and “Effect of
Reverse/Forward Stock Split on Entrx” on page 16 of the Preliminary Proxy
Statement.
Item 7 –
Purposes, Alternatives, Reasons and Effects
See
“Reasons for the Reverse/Forward Stock Split” beginning on page 8, and
“Background and Purpose of the Reverse/Forward Stock Split” on page 10 of the
Preliminary Proxy Statement.
Item 8 –
Fairness of the Reverse/Forward Stock Split
The
filing person believes that the proposed Transaction is fair to all unaffiliated
shareholders of the Company for the reasons set forth under “Fairness of the
Reverse/Forward Stock Split” beginning on page 14 of the Preliminary Proxy
Statement.
Item 9 –
Reports, Opinions, Appraisals and Negotiations
See
“Fairness of the Reverse/Forward Stock Split” beginning on page 14 of the
Preliminary Proxy Statement.
Item 10 –
Source and Amount of Funds or Other Consideration
See
“Effect of the Reverse/Forward Stock Split on Entrx” beginning on page 16 of the
Preliminary Proxy Statement.
Item 11 –
Interest in Securities of the Subject Company
See “Share Ownership of Certain
Beneficial Owners” beginning on page 22 of the Preliminary Proxy
Statement.
Item
12 — The Solicitation or Recommendation
See
“Background and Purpose of the Reverse/Forward Stock Split” on page 10, “Board
of Directors’ Recommendation” on page 19, “Officers and Directors” beginning on page 19, and
“Share Ownership of Officers and Directors” on page 21 of the Preliminary Proxy
Statement.
Item 13 –
Financial statements
See the consolidated financial
statements contained in the Company’s Form 10-KSB for the year ended December
31, 2007, beginning on page 21, filed with the Securities and Exchange
Commission on March 14, 2008, and the consolidated financial statements
contained in the Company’s Form 10-Q, commencing on page 1, for the three and
nine-month periods ended September 30, 2008, filed with the Securities and
Exchange Commission on November 12, 2008, which financial statements are
incorporated herein by reference. See also summary financial
information under the heading “Financial Information” beginning on page 13 of
the Preliminary Proxy Statement, which is derived from the consolidated
financial statements referred to above.
Item 14 –
Persons/Assets, Retained, Employed, Compensated or Used
See
“VOTING INFORMATION – Who will be soliciting your vote?” on page 1 of the
Preliminary Proxy Statement.
Item 15 –
Additional Information
Not applicable.
Item 16 –
Exhibits
Preliminary
Proxy Statement, incorporated herein by reference.
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.
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Entrx
Corporation
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/s/Peter L. Hauser
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February
10, 2009
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Peter
L. Hauser, Chief Executive Officer
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