a5697308.htm
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
CHECK THE
APPROPRIATE BOX:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)) |
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Definitive
Information Statement |
BIO MATRIX SCIENTIFIC GROUP,
INC.
(Name of
Registrant as Specified In Its Charter)
PAYMENT OF
FILING FEE (Check The Appropriate Box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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Common
Stock |
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Preferred
Stock
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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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): N/A in aggregate cash to be
received by Registrant (rule 240.0-11(c)(2)).
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4)
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Proposed
maximum aggregate value of transaction:
_______________________
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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.
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1)
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Amount
Previously Paid:____
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2)
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Form,
Schedule, or Registration Statement No.:___
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3)
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Filing
Party:___
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4)
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Date
Filed:___
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BIO
MATRIX SCIENTIFIC GROUP, INC.
8885 Rehco
Road, San Diego, California 92121
San Diego,
California 92121
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2008
To Our
Stockholders:
This
information statement is provided on or about ________2008 by Bio-Matrix
Scientific Group, Inc., a Delaware corporation (“We”, “Us”, “Our” or the
“Company”), to holders of our outstanding shares of common and
preferred stock pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934, as amended. The purpose of this information statement is
to inform our stockholders that our board of directors (the “Board”) has
recommended and a majority of our stockholders have voted in favor
of amending the Certificate of Incorporation of the Company to permit
the following actions:
A. To
grant the full authority permitted by law to the Board of the Company to issue,
from time to time, multiple series of Preferred Stock and the number
of shares constituting each such series and to fix by resolution full or
limited, multiple or fractional, or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights and other special or relative rights of
any series of the Preferred Stock that may be desired. And, subject to the
limitation on the total number of shares of Preferred Stock which the
Corporation has authority to issue , the Board of Directors is also authorized
to increase or decrease the number of shares of any series, subsequent to the
issue of that series, but not below the number of shares of such series then
outstanding.
B. To
grant the full authority permitted by law to the Board of the Company to issue,
from time to time, multiple series of Common Stock and the number of
shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations,
preferences, qualifications, privileges, limitations, restrictions, options,
conversion rights and other special or relative rights of any series of the
Common Stock that may be desired. And, subject to the limitation on the total
number of shares of Common Stock which the Corporation has authority
to issue , the Board of Directors is also authorized to increase or decrease the
number of shares of any series, subsequent to the issue of that series, but not
below the number of shares of such series then outstanding.
The
abovementioned amendments will become effective upon filing of a Certificate of
Amendment of Certificate of Incorporation with the Delaware Secretary of State.
This filing will not occur until after a date which is at least twenty (20) days
after the filing and mailing of this Definitive Information
Statement.
As
of May 29, 2008, we had 100,000,000 shares of common
stock, $.001 par value per share, authorized, of which
23,799,528 were issued and outstanding and 20,000,000
shares of preferred stock, $.001 par value, authorized of
which 3,721,230 were issued and
outstanding. Certain of our stockholders, together holding at least a
majority of our outstanding shares of stock, have executed a written consent in
favor of the action described above. Because stockholders holding a
majority of our outstanding shares of stock have voted in favor of the proposed
action, no votes of our other stockholders are required to approve the
above-referenced action. This information statement is being sent to
you for information purposes only.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
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Very
truly yours,
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David
Koos
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President,
CEO, Chairman,
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The
date of this Information Statement is ____________, 2008.
STOCKHOLDERS
ENTITLED TO VOTE
On May 29,
2008, the Board unanimously approved the proposed actions and recommended that
such proposal be submitted for stockholder approval.
The Board
has fixed the close of business on May 29 , 2008, as the
record date for determining the stockholders entitled to notice of the above
noted action. Adoption of the proposed action requires the approval
of our stockholders holding not less than a majority of our issued and
outstanding common stock. As of May 29, 2008, 23,799,528
shares of our common stock were issued and outstanding and
3,721,230 shares of preferred stock were issued and
outstanding. Each share of our common stock outstanding entitles the
holder to one vote on all matters brought before the stockholders. Each share of
our preferred stock outstanding entitles the holder to one vote on all matters
brought before the stockholders.
Certain of
our stockholders, together holding at least a majority of our outstanding shares
of stock, have executed a written consent voting in favor of the proposed
action. Because stockholders holding a majority of our outstanding
shares of common stock have voted in favor of the proposed action, no votes of
our other stockholders are required to approve the action described
herein. Accordingly, this information statement is being furnished to
you solely to provide you with information concerning these matters in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the regulations promulgated under that Act, including Regulation
14C.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of May 29, 2008, information with respect to
beneficial ownership of our common stock by (i) each person known to us to
beneficially own more than 5% of our common stock, (ii) each named
executive officer, (iii) each of our Directors and (iv) all of such
Directors and officers as a group.
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Title
of Class
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Name
and Address of Beneficial Owner
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Amount
and Nature of Beneficial Owner
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Percent
of Class
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Common
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David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
8885
REHCO RD.SAN DIEGO CA92121
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13,071,955
common
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54.93%
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Common
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Brian
Pockett
C/o
Bio-Matrix Scientific Group, Inc
8885
REHCO RD.SAN DIEGO CA92121
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176,960 common
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1%
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Common
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BMXP
Holdings Shareholder Business Trust
1010
University Ave #40, San Diego, CA 92103
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11,462,570
common
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48.16%
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Common
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All
Officers and Directors
As a
Group(c)
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13,248,915
common
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55.67%
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DISTRIBUTION
AND COSTS
We will
pay all costs associated with the distribution of this information statement,
including the costs of printing and mailing. In addition, we will
only deliver one information statement to multiple stockholders sharing an
address, unless we have received contrary instructions from one or more of the
stockholders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
stockholder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any stockholder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Stockholders
may also address future requests regarding delivery of information statements
and/or annual reports by contacting us at the address noted above.
DISSENTER’S
RIGHT OF APPRAISAL
No action
will be taken in connection with the proposed action by the Board or the voting
stockholders for which Delaware law, our Certificate of Incorporation or our
Bylaws provide a right of a stockholder to dissent and obtain appraisal of or
payment for such stockholder's shares.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No officer
or director has a substantial interest, either directly or indirectly, in the
favorable action regarding the resolution.
PURPOSE OF
ACTIONS
The Board
of Directors believes that being granted the ability to issue multiple series of
common and preferred stock will be beneficial to us in that, among other
factors, it will grant us greater flexibility in issuing securities for various
corporate purposes, including mergers and acquisitions, stock dividends, stock
splits, stock options, and convertible debt and equity financings, and
compensation of officers and others, in each case as the Board of Directors
determines in its discretion. The actions with respect to the abovementioned
amendments to our certificate of incorporation are not being taken by us in
response to any current offer of financing, employment or retention of any
person or firm or any currently anticipated merger with, or acquisition of or
by, another entity. The Board of Directors is taking under consideration the
issuance of a separate series of common shares (“Tracking Stock”) tied solely to
the our planned line of medical devices (approximately 192 disposable
instruments for use in the plastic surgery field and stem cell research)
entitled to receive dividends, if and when declared, out of profits, if any,
derived from the marketing and sale of the our planned line of
medical devices. However, no assurance can be given that the Tracking Stock will
be authorized or issued by the Board of Directors subsequent to the
aforementioned amendment to the Certificate of Incorporation.
EFFECT ON
SHAREHOLDERS
Our
Board will , once the amendment to the Certificate of Incorporation
becomes effective, have the authority to issue
(a) shares
of preferred stock in one or more series and to establish the preferred stock’s
voting powers, preferences and other rights and qualifications without any
further vote or action by the stockholders and
(b) shares
of common stock in one or more series and to establish the common stock’s voting
powers, preferences and other rights and qualifications without any further vote
or action by the stockholders.
The
authorization of the shares of multiple series of stock could have a number of
effects on our stockholders depending upon the exact nature and circumstances of
any actual issuance of authorized shares. The issuance of additional series of
common or preferred stock by our Board of Directors could dilute and otherwise
adversely affect the rights of the holders of currently issued
shares of common and preferred stock. The increase could have an
anti-takeover effect, in that the additional shares could be issued (within the
limits imposed by applicable law) in one or more transactions that could make a
change in control or takeover of us (through merger, tender offer, proxy contest
or otherwise) more difficult. For example , a series of
shares be issued with voting rights greater than the
then issued common and preferred stock, with the effect
being that the stockholders of that series of stock would have the
ability to control the vote of our stockholders, even though they may own less
than a majority of our issued and outstanding stock.
The
actions with respect to the abovementioned amendments to our certificate of
incorporation are not being taken by us in response to any known
accumulation of shares or threatened takeover.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
One
Information Statement will be delivered to multiple stockholders sharing an
address unless the Company receives contrary instructions from one or more of
the stockholders. Upon receipt of such notice, the Company will undertake to
deliver promptly a separate copy of the Information Statement to the Stockholder
at the shared address to which a single copy of the documents was delivered and
provide instructions as to how the stockholder can notify the Company that the
Stockholder wishes to receive a separate copy of the Information Statement. In
the event that a Stockholder desires to provide such a notice to the Company
such notice may be given verbally by telephoning the Company's offices at (619)
398-3517, Ext. 308 at the Company's offices located 8885 Rehco Road, San Diego,
California 92121.
WHERE YOU
CAN FIND MORE INFORMATION
We are
subject to the information and reporting requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith, we file periodic reports,
documents and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. These reports
and other information may be inspected and are available for copying at the
offices of the Securities and Exchange Commission, 100 F Street, N.E.,
Washington, DC 20549. Our SEC filings are also available to the public on the
SEC’s website at http://www.sec.gov. Callers in the United States can
also call 1-202-551-8090 for further information on the operations of the public
reference facilities.
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