DEF 14C 1 a2095958zdef14c.htm DEF 14C
QuickLinks -- Click here to rapidly navigate through this document

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No.          )

Check the appropriate box:
o   Preliminary Information Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
ý   Definitive Information Statement
 

 
MEDICSIGHT, INC.
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
ý   No fee required
o   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:
        


o

 

Fee paid previously with preliminary materials.

o

 

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:
        


MEDICSIGHT, INC.
46 BERKELEY SQUARE
LONDON, UNITED KINGDOM W1J 5AT



INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF
THE SECURITIES EXCHANGE ACT OF 1934


        This Information Statement of Medicsight, Inc., a Delaware corporation (the "Company"), is being furnished in connection with the taking of certain actions by the holders of the majority of the outstanding eligible votes of the capital stock of the Company. The Information Statement is being mailed on or about December 10, 2002, to holders of record on December 9, 2002 (the "Record Date"), of shares of the Common Stock, par value $.001 per share (the "Common Stock") of the Company.

        The Company's capital structure consists of 100,000,000 authorized shares of Common Stock, of which 57,868,711 shares were issued and outstanding as of the Record Date.

        The following persons or entities (the "Majority Stockholders") own an aggregate of 40,530,926 shares, and accordingly, have the ability to exercise 40,530,926 votes, or 70.0% of all eligible votes as of the Record Date:

Name of Beneficial Owner

  Number of Shares Beneficially Owned
  Percentage of Common
Equity Beneficially Owned

 

STG Holdings PLC
46 Berkeley Square
London, United Kingdom
W1J 5AT

 

36,006,450

 

62.2

%

Stefan Allesch-Taylor (1)
46 Berkeley Square
London, United Kingdom
W1J 5AT

 

40,520,926

 

70.0

%

Matthew Gill (2)
46 Berkeley Square
London, United Kingdom
W1J 5AT

 

36,016,450

 

62.2

%

(1)
Includes 36,006,450 shares of common stock directly owned by STG Holdings PLC. As a significant shareholder and a director of STG, Mr. Allesch-Taylor may be deemed to control the investment and voting decisions with respect to the stock held by STG in the Company.
(2)
Includes 36,006,450 shares of common stock directly owned by STG Holdings PLC. As a significant shareholder and director of STG, Mr. Gill may be deemed to control the investment and voting decisions with respect to the stock held by STG in the Company.

        The Majority Stockholders have the ability to, and intend to, approve the proposal described in this Information Statement on or about December 30, 2002 (the "Consent Date"):

        To approve and adopt the proposed amendment to the Company's Certificate of Incorporation to provide for a one for three reverse stock split of the Company's issued and outstanding shares of Common Stock.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.



PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BY MANAGEMENT

        The Company's capital structure consists of 100,000,000 authorized shares of Common Stock, of which 57,868,711 shares were issued and outstanding as of the Record Date. The Company believes there are approximately 1,500 beneficial owners of its Common Stock. Each share of Common Stock is entitled to one vote per share.

        The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of the Record Date by:

    each person known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock;

    each person serving as a director or executive officer of the Company; and

    all executive officers and directors of the Company as a group.

        Beneficial ownership is determined in accordance with the rules of the Commission. In general, a person who has voting power and/or investment power with respect to securities is treated as a beneficial owner of those securities. For purposes of this table, shares subject to outstanding warrants and options exercisable within 60 days of the date of this Information Statement are considered as beneficially owned by the person holding such securities. To our knowledge, except as set forth in this table, we believe that the persons named in this table have sole voting and investment power with respect to the shares shown. Except as otherwise indicated, the address of each of the directors, executive officers and 5% stockholders in this table is as follows: Medicsight, Inc., 46 Berkeley Square, London, UNITED KINGDOM, W1J 5AT.

        Percentage beneficially owned is based upon 57,868,711 shares of Common Stock issued and outstanding as of the Record Date.

Name of Beneficial Owner

  Number of Shares
Beneficially Owned

  Percentage of Common
Equity Beneficially Owned

 

5% Beneficial Owners

 

 

 

 

 

STG Holdings PLC

 

36,006,450

 

62.2

%

Directors and Officers

 

 

 

 

 

Stefan Allesch-Taylor

 

40,520,926

(1)

70.0

%

Matthew Gill

 

36,016,450

(2)

62.2

%

Paul Gothard

 


 


 

Total Officers and Directors as a Group (3 persons)

 

40,530,926

 

70.0

%

(1)
Includes 36,006,450 shares of Common Stock directly owned by STG Holdings PLC. As a significant shareholder and a director of STG, Mr. Allesch-Taylor may be deemed to control the investment and voting decisions with respect to the stock held by STG in the Company.

(2)
Includes 36,006,450 shares of Common Stock directly owned by STG Holdings PLC. As a significant shareholder and a director of STG, Mr. Gill may be deemed to control the investment and voting decisions with respect to the stock held by STG in the Company.

2



PROPOSED ONE FOR THREE REVERSE STOCK SPLIT

        The Board of Directors believes that the best interests of the Company and its stockholders will be served by effecting a one for three reverse stock split of the Company's issued and outstanding shares of Common Stock (the "Reverse Stock Split"). The Board of Directors believes that the Common Stock outstanding after giving effect to the Reverse Stock Split is likely to trade at a significantly higher price per share than the Common Stock outstanding before giving effect to the Reverse Stock Split. This would aid the Company in becoming eligible for listing on an automated quotation system such as NASDAQ or on a national securities exchange.

        The Board of Directors believes that listing the Common Stock on NASDAQ or a national securities exchange would be in the best interests of the Company and its stockholders, and could increase liquidity of the Company's shares. Furthermore, listing on NASDAQ or a national securities exchange may enhance the Company's access to capital and increase the Company's flexibility in responding to anticipated capital requirements.

        For the above reasons, the Board of Directors believes that the Reverse Stock Split is in the best interests of the Company and its stockholders. However, we cannot assure you that the Reverse Stock Split will have the desired consequences. The Board of Directors anticipates that, following the consummation of the Reverse Stock Split, the Common Stock will trade at a price per share that is significantly higher than the current market price of the Common Stock. HOWEVER, WE CANNOT ASSURE YOU THAT THE TOTAL MARKET CAPITALIZATION OF THE COMMON STOCK AFTER THE REVERSE STOCK SPLIT WILL BE EQUAL TO THE TOTAL MARKET CAPITALIZATION BEFORE THE REVERSE STOCK SPLIT, OR THAT THE MARKET PRICE FOLLOWING THE REVERSE STOCK SPLIT WILL EXCEED ITS CURRENT MARKET PRICE. Furthermore, we cannot assure you that we will succeed in becoming or remaining listed on NASDAQ or on a national securities exchange.

Effects of the Reverse Stock Split

        After the effective date of the Reverse Stock Split, each stockholder will own a reduced number of shares of our Common Stock. However, the Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in us, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share. Pursuant to the terms of the Reverse Stock Split, no fractional shares will be issued. In lieu of fractional shares, stockholders will receive cash in an amount based on the closing sales price per share of the Company's Common Stock as reported on The Nasdaq OTC Bulletin Board as of the date immediately prior to the effective date of the Reverse Stock Split (or if there are no trades on that day, as of the most recent day on which there were trades).

        Set forth below is a table showing the issued and outstanding shares of the Company's Common Stock and the number of authorized but unissued shares, before and on a pro-forma basis after the Reverse Stock Split (after giving effect to the treatment of fractional shares described above):

 
  Issued and Outstanding Shares*
  Authorized but Unissued
Shares*

Before Reverse Stock Split   57,868,711   42,131,289
After Reverse Stock Split   19,289,570   80,710,430

*
Based on number of shares outstanding as the Record Date

        The Company has no present plans, proposals or arrangements regarding the potential issuance of the additional number of authorized but unissued shares that will result from the Reverse Stock Split, in addition to the approximately 42 million already available. However, the Company has made and may continue to make from time to time private issuances of shares pursuant to exemptions from registration under the Securities Act of 1933, as amended. The issuance in the future of such additional authorized shares of Common Stock may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of Common Stock.

        Because the Reverse Stock Split will result in an increased number of authorized but unissued shares of our Common Stock, it may be construed as having an anti-takeover effect, although neither the Board of Directors nor our management views this proposal in that perspective. However, the Board of Directors, subject to its fiduciary duties and applicable law, could use this increased number of authorized but unissued

3



shares of our Common Stock to frustrate persons seeking to take over or otherwise gain control of us by, for example, privately placing shares of our Common Stock with purchasers who might side with the Board of Directors in opposing a hostile takeover bid, even if that bid were favored by a substantial number or even a majority of our stockholders and/or were to involve a premium over the market price at that time.

Text of Stockholder Resolution

        The Board of Directors adopted a resolution on November 27, 2002 recommending to the stockholders of the Company that the Certificate of Incorporation be amended in order to provide for a one for three reverse stock split of the Corporation's issued and outstanding shares of Common Stock. Accordingly, the Majority Stockholders have informed the Company that they will approve the following resolution on the Consent Date:

        "RESOLVED, that Article FOURTH of the Certificate of Incorporation of the Corporation be amended to read in its entirety as follows:

        FOURTH:

        A.    The Corporation shall have authority to issue a total of One Hundred Million (100,000,000) shares of Common Stock, par value $.001 per share.

        B.    Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware, each three (3) issued and outstanding shares of Common Stock, par value $.001 per share, shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $.001 per share, of the Company (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split and, in lieu thereof, any holder of less than one share of Common Stock after giving effect to the Reverse Stock Split shall be entitled to receive cash for such holder's fractional share based upon the closing sales price per share of the Company's Common Stock as reported on The Nasdaq OTC Bulletin Board as of the last trading date immediately prior to the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware; provided, however, that if no sale takes place on such date, the payment for the fractional shares shall be determined on the basis of the closing sales price per share on the next preceding day on which such sale took place."

        Upon consent by the Majority Stockholders to the adoption of the foregoing resolution, the Company will make the necessary filing of a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware.

Dated: December 10, 2002   BY ORDER OF THE BOARD OF DIRECTORS  

 

 

By:

/s/ Stefan Allesch-Taylor

Stefan Allesch-Taylor
Chairman and Chief Executive Officer

 

4




QuickLinks

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BY MANAGEMENT
PROPOSED ONE FOR THREE REVERSE STOCK SPLIT