-----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, N3nbVFBYlqERIqCRrKeJeGnHjo60dNBpcXJkgiltxibWKdtviZ+ZepqwlragwMu5 IMQ1xZrML4/VhqvCu4rj8g== 0001091818-02-000135.txt : 20020415 0001091818-02-000135.hdr.sgml : 20020415 ACCESSION NUMBER: 0001091818-02-000135 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020404 FILED AS OF DATE: 20020404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASDAR GROUP INC CENTRAL INDEX KEY: 0000746631 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880195105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-13577 FILM NUMBER: 02602303 BUSINESS ADDRESS: STREET 1: 1239 W GEORGIA ST #3004 STREET 2: VANCOUVER CITY: B C V6E 4R8 STATE: CA ZIP: 92024 BUSINESS PHONE: 6046640499 MAIL ADDRESS: STREET 1: 1239 W GEORGIA ST #3004 STREET 2: VANCOUVER CITY: B C V6E 4R8 STATE: CA ZIP: 92024 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR INC DATE OF NAME CHANGE: 19970304 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR CORP DATE OF NAME CHANGE: 19880131 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR GROUP /NV/ DATE OF NAME CHANGE: 19920703 PRE 14C 1 xbet020404_pre14c.txt INFORMATION STATEMENT SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Information Statement ASDAR Group Commission File Number: 000-13577 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:_________________________________________ ASDAR Group 1239 West Georgia Street, Suite 3004 Vancouver, British Columbia, Canada V6E 4R8 NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS DEAR SHAREHOLDERS: We are writing to advise you that ASDAR Group will change its name to Precise Life Sciences Ltd. The name change was approved on April 3, 2002, by unanimous approval of our Board of Directors. In addition, shareholders holding a majority of our outstanding common stock approved the name change by written consent in lieu of a meeting on April 4, 2002, in accordance with the relevant sections of Nevada General Corporation Law. The name change will not be effective until we amend our Amended and Restated Articles of Incorporation by filing a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Nevada Secretary of State. We intend to file the Certificate of Amendment twenty days after this information statement is first mailed to our shareholders. Our purpose in changing our name was to reflect the fact that the Company intends to pursue, as part of its business, development and commercialization of medical-related technology. We believe that acquiring interests in medical related technology will increase the total value of the corporation to our investors. No action is required by you. The accompanying information statement is furnished only to inform our shareholders of the action described above before it takes effect in accordance with Rule 14c-2 promulgated under the Securities Act of 1934. This information statement is being mailed to you on or about April 5, 2002. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. By order of the Board of Directors, By: /s/ Conrado Beckerman ------------------- Conrado Beckerman CHAIRMAN AND PRESIDENT Vancouver, British Columbia, Canada April 5, 2002 ASDAR Group 1239 West Georgia Street, Suite 3004 Vancouver, British Columbia, Canada V6E 4R8 INFORMATION STATEMENT REGARDING ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY OF SHAREHOLDERS We are furnishing this shareholder information statement to you to provide you with information and a description of an action taken by written consent of a majority of our shareholders on April 4, 2002, in accordance with the relevant Sections of the Nevada General Corporation Law. This action was taken by 11 persons or entities which collectively own in excess of the required majority of our outstanding common stock necessary for the adoption of the action. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This information statement is being mailed on or about April 5, 2002 to shareholders of record on February 28, 2002. The information statement is being delivered only to inform you of the corporate action described herein before it takes effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934. GENERAL On April 3, 2002, our Board of Directors unanimously approved, subject to shareholder approval, an amendment to our Amended and Restated Articles of Incorporation to change our corporate name to "Precise Life Sciences Ltd." On April 4, 2002, 11 shareholders which collectively own in excess of the required majority of our outstanding common stock necessary for the adoption of the action, approved the name change by action taken by written consent. The full text of the proposed amendment to the Amended and Restated Articles of Incorporation is attached hereto as Exhibit A. PURPOSE OF CHANGE IN NAME OF THE CORPORATION Our Board of Directors believes it is desirable to change the name of the Company to "Precise Life Sciences Ltd." in order to reflect the fact that the Company intends to pursue, as part of its business, development and commercialization of medical related technology. We believe that acquiring interests in medical related technology will increase the total value of the corporation to our investors. PROCEDURE FOR APPROVAL OF NAME CHANGE; VOTE REQUIRED The Nevada General Corporation Law requires that, in order for us to amend our Amended and Restated Articles of Incorporation, such amendment must be approved by our Board of Directors and approved by a majority of the outstanding shares entitled to vote. The Nevada General Corporation Law also provides that any action which may be taken at a meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote. On February 28, 2002, the record date for determination of the shareholders entitled to receive this Information Statement, there were 15,593,106 shares of common stock outstanding. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. We needed the affirmative vote of at least a majority of the outstanding shares of our common stock to approve the name change. Our Board, by its unanimous written consent, adopted resolutions approving an amendment to our Amended and Restated Articles of Incorporation to effect the name change. By Action of Written Consent, dated April 4, 2002, holders representing 8,396,139shares of common stock or 53.84% of the shares of common stock approved the name change. EFFECTIVE DATE OF AMENDMENT The amendment to our Amended and Restated Articles of Incorporation will become effective upon the filing with the Nevada Secretary of State of a Certificate of Amendment to our Amended and Restated Articles of Incorporation, attached hereto as Exhibit A. We intend to file the Certificate of Amendment twenty days after this Information Statement is first mailed to shareholders. EFFECT ON CERTIFICATES EVIDENCING SHARES OF SIMPLE TECHNOLOGY STOCK The change in the name of ASDAR Group will be reflected in its stock records by book-entry in ASDAR Group's records. For those shareholders that hold physical certificates, please do not destroy or send to ASDAR Group your common stock certificates. Those certificates will remain valid for the number of shares shown thereon, and should be carefully preserved by you. DISSENTER'S RIGHTS The Nevada General Corporation Law does not provide for dissenters' right of appraisal in connection with the name change. INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed name change, which is not shared by all other shareholders of ASDAR Group. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of the shares of our common stock as of Febuary 28, 2002, except as noted in the footnotes below, by: - Each person who we know to be the beneficial owner of 5% or more of our outstanding common stock; - Each of our executive officers; - Each of our directors; and - All of our executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of February 28, 2002, are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. As of February 28, 2002, 15,593,106 shares of our common stock were issued and outstanding. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder's name, subject to community property laws, where applicable. The address of each shareholder is listed in the table Percent of Name and Address Common Shares Ownership - --------------------------- ------------- ---------- Robert Waters(1) 945 Marine Drive, Suite 911 W. Vancouver, BC V7T 1A8 168,000 1.08% 2U Online.com, Inc. 1288 Alberni Street, Suite 806 Vancouver, BC V6E 4N5 4,880,039 31.30% All directors and executive officers as a group 168,000 1.08% (1) Officer and/or Director of the Company Exhibit No. Description - ----------- -------------- Exhibit 3.1 AMENDED ARTICLES OF INCORPORATION EX-3.1 3 ex3-1.txt AMENDED ARTICLES OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ASDAR GROUP INC., a Nevada corporation Pursuant to the provisions of the Nevada Revised Statutes, ASDAR Group, a Nevada corporation, adopts the following amendment to its Amended and Restated Articles of Incorporation. 1. The undersigned hereby certify that on the 3rd day of April, 2002, acting by written consent without a meeting, in accordance with the provisions of section 78.315 of the Nevada General Corporation Law and Section 13 of Article III of the Bylaws of this Corporation approved, consented to, affirmed, and adopted the following resolution: BE IT RESOLVED, that the Secretary of the corporation is hereby ordered and directed to obtain at least a majority of the voting power of the outstanding stock of the corporation for the following purpose: To amend Article I of the corporation's Amended and Restated Articles of Incorporation to provide that the name of the corporation shall be changed from ASDAR Group to Precise Life Sciences Ltd. 2. Pursuant to the provisions of the Nevada Revised Statutes, at least a majority of ASDAR Group's shares entitled to vote, voted in favor of the adoption of the Amendment to Article I of the Amended and Restated Articles of Incorporation as follows: Article 1. The name of this corporation is Precise Life Sciences Ltd. In witness whereof, the undersigned being the President and Secretary of ASDAR Group, a Nevada corporation, hereunto affix their signatures this 3rd day of April, 2002. ASDAR Group By: /s/ Conrado Beckerman ------------------- Conrado Beckerman, President By: /s/ Robert Klein ------------------- Robert Klein, Secretary -----END PRIVACY-ENHANCED MESSAGE-----