SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
AUCTIONANYTHING.COM, INC.
(Name of Registrant As Specified in Charter)
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:
AUCTIONANYTHING.COM, INC.
TO OUR SHAREHOLDERS:
This information statement is being provided to the shareholders of
AuctionAnything.com, Inc. Our Board of Directors has approved and recommended an
amendment to our Certificate of Incorporation changing our name to "Disease
Sciences, Inc."
As a matter of regulatory compliance we are sending you this
Information Statement which describes the purpose and effect of the
aforedescribed amendments.
Please feel free to call us at 561-487-3655 should you have any
questions on the enclosed Information Statement. We thank you for your continued
interest in the AuctionAnything.com.
For the Board of Directors of
AUCTIONANYTHING.COM, INC.
/s/ Dr. Wayne Goldstein
-------------------------------
Dr. Wayne Goldstein, President
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AUCTIONANYTHING.COM, INC.
20283 State Road 7
Suite 400
Boca Raton, FL 33498
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
AuctionAnything.com, Inc., a Delaware corporation (the "Company"), in connection
with the proposed adoption of a Certificate of Amendment to the Company's
Certificate of Incorporation (the "Amendment") by the written consent of the
holders of a majority in interest of the Company's Voting Capital Stock ("Voting
Capital Stock") consisting of the Company's outstanding Common Stock ("Common
Stock"). The Company's Board of Directors on June 25, 2001, approved and
recommended by written consent that the Certificate of Incorporation be amended
in order to effectuate a name change from "AuctionAnything.com, Inc." to
"Disease Sciences, Inc." The proposed Amendment to the Certificate of
Incorporation will become effective upon the filing of the Certificate of
Amendment to the Certificate of Incorporation with the Secretary of State of the
State of Delaware. The Company anticipates that the filing of the Amendment will
occur on or about July 16, 2001. If the proposed Amendment was not adopted by
written consent, it would have been required to be considered by the Company's
stockholders at a special stockholders' meeting convened for the specific
purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the Amendment
as early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the holders of a majority in interest of the Voting Capital
Stock of the Company. As discussed hereafter, the Board of Directors has
recommended the name change amendment in order to more accurately reflect the
current business activities of the Company which, after the recent acquisition
of a developmental stage biopharmaceutical/clinical diagnostics company, Disease
S.I., Inc., include pharmaceutical research, drug development and clinical
investigations.
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Dr. Wayne Goldstein and Messrs. Brian S. John, Martin Meads and John
Hotaling, officers and/or directors of AuctionAnything.com who own in the
aggregate 36,190,832 shares of our Common Stock representing approximately 86.2%
of our outstanding Common Stock entitled to vote on the proposal to amend our
Certificate of Incorporation have indicated that they intend to give their
written consent to the amendment to our Certificate of Incorporation described
in this Information Statement. The written consent of such persons to the
amendment to our Certificate of Incorporation will become effective upon the
filing of their written consents with our Secretary. We anticipate that the
filing of such written consents will occur on or before July 16, 2001, following
which we will prepare and file a Certificate of Amendment to our Certificate of
Incorporation with the State of Delaware effecting the name change to "Disease
Sciences, Inc." described herein. A copy of the proposed Certificate of
Amendment to the Certificate of Incorporation is set forth as Exhibit A to this
Information Statement. The date on which this Information Statement was first
sent to shareholders is on or about June 26, 2001. The record date established
by us for purposes of determining the number of outstanding shares of our Common
Stock is June 25, 2001 (the "Record Date"). The effective date of the name
change is anticipated to be July 16, 2001.
Pursuant to Delaware Act, we are required to provide prompt notice of
the taking of the corporate action without a meeting to the shareholders of
record who have not consented in writing to such action. Inasmuch as we will
have provided this Information Statement to our shareholders of record on the
Record Date, no additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under the Delaware Act are afforded to our
shareholders as a result of the adoption of the Certificate of Amendment to our
Certificate of Incorporation.
EXECUTIVE OFFICES
Our principal executive offices are located at 20283 State Road 7,
Suite 400, Boca Raton, FL 33498. Its telephone number is (561) 487-3655.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 41,978,306 shares of Common Stock
outstanding. The Common Stock constitutes the sole class of voting securities of
the Company. Each share of Common Stock entitles the holder thereof to one vote
on all matters submitted to stockholders. The following table sets forth Common
Stock ownership information as of the Record Date, with respect to (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock; (ii) each director of the Company; (iii) each person
intending to file a written consent to the adoption of the Amendment described
herein; and (iv) all directors, executive officers and designated stockholders
of the Company as a group. This information as to beneficial ownership was
furnished to the Company by or on behalf of the persons named. Unless otherwise
indicated, the business address of each person listed is 20283 State Road 7,
Suite 400, Boca Raton, FL 33498.
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Shares Beneficially
Name of Owned
Beneficial Owner Number Percent
--------------------------------------------------------------------------------
Dr. Wayne Goldstein 12,372,087 29.5%
Brian S. John 8,837,297 21.1%
Raymond J. Hotaling 7,921,694 18.9%
Martin M. Meads 7,059,745 16.8%
All officers and directors
as a group (four persons) 36,190,823 86.2%
AMENDMENT TO CERTIFICATE TO EFFECT NAME CHANGE
The Board of Directors of the Company proposes to amend Article One of
the Company's Certificate of Incorporation to change the name of the Company
from AuctionAnything.com, Inc. to Disease Sciences, Inc.
Reasons for the Proposed Name Change.
The Company believes that the new name will promote public recognition
of the Company and reflect the transformation of the Company's business focus
from Internet related services to a biopharmaceutical/clinical diagnostic
company.
There can be no assurances, nor can the Board of Directors of the
Company predict what effect, if any, this proposed amendment will have on the
market price of the Company's Common Stock. The amendment is being sought solely
to enhance the image of the Company.
No Dissenter's Rights.
Under Delaware law, stockholders are not entitled to dissenter's rights
of appraisal with respect to the Company's proposed amendment to the Company's
Certificate of Incorporation to effect the name change of the Company.
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The complete text of the proposed amendment to the Certificate of
Incorporation is set forth as Exhibit A to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Wayne Goldstein
------------------------------------
Dr. Wayne Goldstein, President
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AUCTIONANYTHING.COM, INC.
AuctionAnything.com, Inc. (the "Corporation") a corporation organized3
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY
FIRST: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation changing the name of the Corporation to
"Disease Sciences, Inc.".
RESOLVED, that the Certificate of Incorporation of
AuctionAnything.com, Inc. be amended by changing Article I
thereof, so that, as amended, said Article I shall be and read
as follows:
The name of the Corporation is "Disease Sciences, Inc.".
THIRD: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of common stock having not less than the minimum number of
votes which would be necessary to authorized to take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Dr. Wayne Goldstein, its President, this _____ day of July, 2001.
AUCTIONANYTHING.COM, INC.
By: ________________________________
Dr. Wayne Goldstein, President
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