-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KDMSm62DA80v2COUO1qzApeEH3TTBPqoa0NbOXjP6oUq/WTEk19f+pQuERZ1M7DT U/Ew6UZkfpxZsuKQg/6Txg== 0001047469-03-040250.txt : 20031211 0001047469-03-040250.hdr.sgml : 20031211 20031211110830 ACCESSION NUMBER: 0001047469-03-040250 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031222 FILED AS OF DATE: 20031211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICSIGHT INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133758042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-26888 FILM NUMBER: 031048701 BUSINESS ADDRESS: STREET 1: 46 BERKELEY SQUARE CITY: LONDON UNITED KINGDO ZIP: W1Y 7FF BUSINESS PHONE: 2124064700 MAIL ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORKMELVILLE STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BIOMEDICAL GROUP INC DATE OF NAME CHANGE: 19951003 PRE 14C 1 a2124783zpre14c.htm PRE 14C
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


SCHEDULE 14C

(RULE 14c-101)

SCHEDULE 14C INFORMATION

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

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


        On December 8, 2003, the Board of Directors of Medicsight, Inc. (the "Company") adopted a resolution recommending that the Company's stockholders approve an increase in the number of shares of common stock, par value $.001 per share (the "Common Stock"), the Company is authorized to issue to 40,000,000. On December 8, 2003 (the "Record Date"), the Company had 25,000,000 authorized shares of Common Stock of which 23,740,526 shares were issued and outstanding.

        The Company is a Delaware corporation. Under Delaware law, the proposed increase in the authorized share capital of the Company requires the approval of the holders of a majority of the outstanding shares of Common Stock. STG Holdings PLC, which owned as of the Record Date 10,673,642 shares of Common Stock, and General Mediterranean Holding SA, which owned as of the Record Date 1,666,667 shares of Common Stock, have consented to the proposed increase in the authorized share capital of the Company. Together, STG Holdings PLC and General Mediterranean Holding SA (the "Majority Stockholders") own approximately 52% of the outstanding shares of Common Stock, thereby assuring that the proposal to increase the Company's authorized share capital will be approved by the requisite majority of the Company's stockholders.

        We propose to file an appropriate Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of Delaware on or after January 12, 2004, at which time the proposed increase in the Company's share capital will become effective.

        We are sending this Information Statement on or about December 22, 2003, to our stockholders of record on the Record Date. We are not calling a meeting of our stockholders to consider the proposed increase in the Company's share capital.

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

1



PRINCIPAL STOCKHOLDERS AND
SHARE OWNERSHIP BY MANAGEMENT

        The Company's capital structure consists of 25,000,000 authorized shares of Common Stock, of which 23,740,526 shares were issued and outstanding as of the Record Date. The Company believes there are approximately 800 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 Securities and Exchange 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 23,740,526 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
46 Berkeley Square
London, United Kingdom
W1J 5AT
  10,673,642   45.0 %
General Mediterranean Holding SA
Center Financier
29 Avenue de la Porte Neuve
L-2227 Luxembourg
  1,666,667   7.0 %
Total 5% Beneficial Owners as a Group (2 persons)   12,340,309   52.0 %
Directors and Officers          
Stephen Forsyth     *  
Tim Paterson-Brown     *  
Paul Gothard     *  
Professor Nadey Hakim     *  
Dr. Allan Miller     *  
William Hughes   333   *  
Total Officers and Directors as a Group (6 persons)   333   *  

*
Less than 0.1%

2



PROPOSED INCREASE IN THE COMPANY'S AUTHORIZED SHARES

        We believe that the best interests of the Company and its stockholders will be served by increasing the number of shares of Common Stock that the Company is authorized to issue from 25,000,000 shares to 40,000,000 shares. Such an increase will facilitate the Company's ability to raise additional capital, if needed, by issuing new shares to persons who wish to invest in the Company. The new shares also would be available for issuance as consideration in future acquisitions by the Company.

        The Board of Directors adopted a resolution on December 8, 2003, recommending to the stockholders of the Company that the number of shares of Common Stock that the Company is authorized to issue be increased from 25,000,000 shares to 40,000,000 shares. The Majority Stockholders have consented to the adoption of the following resolution:

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

        A. The Corporation shall have authority to issue a total of Forty Million (40,000,000) shares of Common Stock, par value $.001 per share."

        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 Delaware on or after January 12, 2004, at which time the proposed increase in the Company's share capital will become effective.

Dated: December 11, 2003  
    BY ORDER OF THE BOARD OF DIRECTORS

 

 

By:

Stephen Forsyth
Chairman

3




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SCHEDULE 14C
MEDICSIGHT, INC. 46 BERKELEY SQUARE LONDON, UNITED KINGDOM W1J 5AT
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BY MANAGEMENT
PROPOSED INCREASE IN THE COMPANY'S AUTHORIZED SHARES
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