-----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, MR2eclUwLlF3cyE44oAqm98su9vuWwDfviCRtJPhdhNRd8IW4ZEtn8eLiIQNSall gmKwikg4lo4U6/O0NBA9Dg== 0001035704-01-500170.txt : 20010611 0001035704-01-500170.hdr.sgml : 20010611 ACCESSION NUMBER: 0001035704-01-500170 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOPOOL INTERNATIONAL INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-14257 FILM NUMBER: 1657821 BUSINESS ADDRESS: STREET 1: 370 INTERLOCKEN BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 8056540643 MAIL ADDRESS: STREET 1: 370 INTERLOCKEN BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FENSTER LARRY C CENTRAL INDEX KEY: 0001142220 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 5397 E. MINERAL CIRCLE CITY: LITTLETON STATE: CO ZIP: 80122 BUSINESS PHONE: 3037410313 DFAN14A 1 d88267dadfan14a.txt SOLITING MATERIALS PURSUANT TO RULE 14A-12 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 Biopool International, Inc. --------------------------- (Name of Registrant as Specified In Its Charter) R. Gale Daniel and Larry C. Fenster ----------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------- (2) Aggregate number of securities to which transactions 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: -------------------------------------------------------------- 2 R. Gale Daniel and Larry C. Fenster 5256 E. Mineral Circle Littleton, CO 80122 Telephone (303) 721-8324 or (303) 741-0313 Telefax: (303) 721-7240 June 8, 2001 Dear Fellow Biopool International, Inc. Stockholders: We are stockholders of Biopool International, Inc., a Delaware corporation, who have concerns about and intend to vote AGAINST the following proposals by the Biopool board of directors to be voted on by the Biopool stockholders at the Biopool annual meeting of stockholders to be held on June 21, 2001: o The proposal to amend the Biopool certificate of incorporation to prohibit stockholder actions by written consent and preclude the ability of stockholders to call a special meeting, and o The proposal to amend the Biopool certificate of incorporation to allow for the issuance of one or more series of preferred stock, the rights, preferences and privileges of which may be designated by the Biopool board of directors. These proposals are proposals 3 and 4, respectively, as discussed by Biopool management in their proxy statement for the annual meeting and reflected in the proxy card for the solicitation of proxies by the Biopool board of directors that has been furnished by Biopool to stockholders of record as of April 26, 2001. We do not believe that these proposals are in the best interests of all Biopool stockholders because, if approved by the stockholders: o Proposal 3 may delay or make more difficult actions by a person or group with a substantial percentage of Biopool's stock, even though those actions might be desired by or beneficial to most of the stockholders. o Proposal 3 may have the overall effect of making it more difficult for holders of a majority of Biopool common stock to change the composition of the Biopool board of directors in circumstances where a majority of the stockholders 3 Biopool International, Inc. Stockholders June 8, 2001 Page 2 may be dissatisfied with the board of directors or management or otherwise desire to make a change. o Proposal 4 may have the effect of an anti-takeover measure through the creation of voting or other impediments or the discouragement of persons seeking to gain control of Biopool by, for example, the sale by Biopool of preferred stock to purchasers favorable to the board of directors, even though the possible unsolicited takeover attempt may be at a premium price. Because we do not believe these proposals are in the best interests of the Biopool stockholders, we intend to solicit your proxies in opposition to these proposals and have filed with the SEC a publicly available preliminary proxy statement. Under SEC rules we cannot furnish to you or request from you a form of proxy for our solicitation until we have finalized with the SEC a definitive proxy statement and furnished that to you as well. If we cannot finalize a definitive proxy statement in time to solicit your proxies for the stockholders meeting on June 21, 2001, we encourage you to vote AGAINST these proposals by either doing so in person at the stockholders meeting or returning the proxy card solicited by the Biopool board of directors. If you have already submitted a Biopool proxy card indicating a vote FOR these proposals but wish to change your vote to AGAINST, you may do so by submitting another Biopool proxy card bearing a later date to the Secretary of Biopool at Biopool's principal executive offices at 370 Interlocken Boulevard, Broomfield, CO 80021. The publicly available form of the Biopool proxy card is for reference purposes attached to our preliminary proxy statement and you may use the attachment as described above. You may also obtain additional information about Biopool from their website at http://www.xtrana.com. WE ADVISE YOU TO READ OUR PRELIMINARY PROXY STATEMENT, AND THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THE PROXY STATEMENTS CONTAIN IMPORTANT INFORMATION. YOU CAN GET OUR PRELIMINARY PROXY STATEMENT, AND THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE, FOR FREE AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. THE PRELIMINARY PROXY STATEMENT IS AVAILABLE, AND THE DEFINITIVE PROXY STATEMENT WILL BE MADE AVAILABLE, FROM US FOR FREE. 4 Biopool International, Inc. Stockholders June 8, 2001 Page 3 Further information about us is as follows:
Shares of Biopool Percentage of common stock outstanding Name and address beneficially owned common stock ---------------- ------------------ ------------- R. Gale Daniel 106,660 shares 0.6% 5256 E. Mineral Circle Littleton, CO 80122 Larry C. Fenster 53,330 shares 0.3% 5397 E. Mineral Circle Littleton, CO 80122 Total 159,990 shares 0.9%
If you have any questions or want additional information, please feel free to contact us at (303) 721-8324 or (303) 741-0313. Very truly yours, /s/ R. Gale Daniel ------------------------------- R. Gale Daniel /s/ Larry C. Fenster ------------------------------- Larry C. Fenster -----END PRIVACY-ENHANCED MESSAGE-----