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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(Rule
14C-101)
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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x
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d) (1))
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¨
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Definitive
Information Statement
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Protalex,
Inc.
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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
previously paid 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:
PROTALEX,
INC.
133
Summit Avenue, Suite 22
Summit,
New Jersey 18938
(215)
862-9720
NOTICE OF
STOCKHOLDER ACTION BY WRITTEN CONSENT
To our
Stockholders:
NOTICE IS
HEREBY GIVEN that the Board of Directors (the “Board”) of Protalex, Inc., a
Delaware corporation (“we”, “us” or “our”), has approved, and the holders of an
excess of a majority of the outstanding shares of our common stock, par
value $0.00001 per share (the “Common Stock”) have executed a written consent in
lieu of a special meeting approving, the following actions:
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1.
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An
amendment to our Certificate of Incorporation to effect a reverse split of
the Common Stock at a ratio of one-for-five, in sole discretion of the
Board; and
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2.
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An
amendment to our Certificate of Incorporation to authorize 1,000,000
shares of preferred stock.
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The
accompanying Information Statement, which describes the above corporate actions
in more detail, is being furnished to our stockholders for informational
purposes only, pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
prescribed thereunder. Under the Delaware General Corporation Law and our
bylaws, stockholder action may be taken by written consent without a meeting of
stockholders. The written consent of the holders of a majority of our
outstanding Common Stock is sufficient under the Delaware General Corporation
Law and our bylaws to approve the actions described above. Accordingly, the
actions described above will not be submitted to our other stockholders for a
vote. Pursuant to Rule 14c-2 under the Exchange Act, these corporate
actions will not be effected until at least twenty (20) calendar days after the
mailing of the Information Statement to our stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This
letter is the notice required by Section 228(e) of the Delaware General
Corporation Law. We will first mail the Information Statement on or
about November XX, 2010 to stockholders of record as of November 4,
2010.
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November
XX, 2010
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By
Order of the Board of Directors of Protalex,
Inc.
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PROTALEX,
INC.
133
Summit Avenue, Suite 22
Summit,
New Jersey 18938
(215)
862-9720
PRELIMINARY
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH
THIS
INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Protalex,
Inc., a Delaware corporation (“we”, “us” or “our”) is sending this Information
Statement solely for the purpose of informing our stockholders in the manner
required under Regulation 14(c) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), of the actions taken by the holders of a majority
of our outstanding common stock, par value $0.00001 per shares (the “Common
Stock”), by written consent in lieu of a special meeting. No action is requested
or required on your part.
What
actions were taken by the written consent in lieu of a special
meeting?
Our Board
of Directors (the “Board”) has approved, and stockholders holding at least a
majority of the issued and outstanding shares of our Common Stock have approved,
by written consent in lieu of a special meeting, the following
actions:
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1.
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An
amendment to our Certificate of Incorporation to effect a reverse split of
the Common Stock at a ratio of one-for-five, in sole discretion of the
Board (the “Reverse Split”); and
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2.
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An
amendment to our Certificate of Incorporation to authorize 1,000,000
shares of preferred stock (the “Preferred Stock
Authorization”).
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Additional
information regarding the Reverse Split and the Preferred Stock Authorization is
set forth below under “Approval of the Reverse Split” and “Approval of Preferred
Stock.” Collectively, the Reverse Split and the Preferred Stock
Authorization are referred to hereinafter as the “Amendments.”
How
many shares were voted for the actions?
Both of
the Amendments were approved by our Board at a meeting on November 4, 2010, and
by our stockholders pursuant to action taken by majority written consent dated
November 4, 2010 (the “Record Date”). The approval of the Amendments
by written consent of stockholders in lieu of a special meeting requires the
consent of the holders of at least a majority of our outstanding shares of
Common Stock as of the Record Date. As of the Record Date, 72,078,724
shares of our Common Stock were issued and outstanding. Each share of
our Common Stock is entitled to one vote. The holders of 46,315,920
shares of our Common Stock, representing approximately 64% of the shares of our
Common Stock entitled to vote on the Record Date, executed the written
consent.
Under
Delaware General Corporation Law and our bylaws, stockholder action may be taken
by written consent without a meeting of stockholders. The written consent of the
holders of a majority of our outstanding Common Stock is sufficient under the
Delaware General Corporation Law and our bylaws to approve and adopt the
Amendments. Consequently, no further stockholder action is
required.
Am
I entitled to dissenter's rights?
The
Delaware General Corporation Law does not provide for dissenter's rights for any
of the Amendments.
APPROVAL
OF THE REVERSE SPLIT
The
Reverse Split Amendment
Our Board
and stockholders have approved an amendment to our Certificate of Incorporation
to effect the Reverse Split. A copy of the Certificate of Amendment
to the Certificate of Incorporation is attached as Exhibit A (the “Certificate of
Amendment”).
Background
and Reason for the Reverse Split
On
November 11, 2009, we consummated a financing transaction in which we raised
$3,000,000 of additional working capital company (the
“Financing”). Pursuant to the Financing we (i) issued to Niobe
Ventures, LLC (the “Niobe”) 43,478,260 restricted shares of our Common Stock and
a senior secured convertible promissory note in the principal amount of
$1,000,000, which bears interest at a rate of 3% per annum, matures on November
13, 2012 and is convertible into shares of our Common Stock at a conversion
price of $0.046 per share (the “Secured Note”); and (ii) agreed to obtain
stockholder approval to amend our Certificate of Incorporation to provide for an
adequate number of authorized shares of Common Stock for the conversion of the
Secured Note as described below.
The
Secured Note (i) is convertible at any time, at the option of the holder,
subject only to the requirement that we have sufficient authorized shares of
Common Stock after taking into account all outstanding shares of Common Stock
and the maximum number of shares issuable under all issued and outstanding
convertible securities; (ii) will automatically convert into shares of our
Common Stock if (a) we raise in excess of $7.5 million of gross proceeds in an
equity offering, (b) certain milestones are achieved in our Phase 1b and RA
trial of PRTX-100 in South Africa, or (c) we undertake certain fundamental
transactions as defined in the notes (such as a merger, sale of all of our
assets, exchange or tender offer, or reclassification of our stock or compulsory
exchange); and (iii) provides for the adjustment of the conversion price in the
event of stock dividends and stock splits, among other items, and acceleration
of maturity upon an event of default (as defined in the Secured
Note).
As of the
Record Date, 72,078,724 shares of our Common Stock were issued and outstanding
and 33,062,662 shares of our Common Stock were reserved for issuance pursuant to
outstanding options, warrants and the Secured Note. The aggregate of
the foregoing is in excess of the 100,000,000 shares of Common Stock authorized
under our charter.
The
Reverse Split is necessary and appropriate so that shares will be available, if
needed, for issuance in connection with conversion of the Secured Note, future
equity financings, possible acquisitions, stock splits, stock dividends,
employee benefit plans and for other proper corporate purposes without further
action by our stockholders, except as required by applicable law, regulation or
rule.
We
believe that the Reverse Split would be in both Protalex’s and our stockholders’
best interest because we expect that it would, among other things, serve to (i)
satisfy one of our obligations under the Secured Note as described above; (ii)
make available enough shares of our Common Stock for future issuance; (iii)
improve the liquidity of investments in our Common Stock by increasing the
trading price range of the Common Stock, which should help the Company gain
visibility in the trading market and (iv) set the stage for possibly listing our
Common Stock on an exchange or permit trading in a recognized trading market, if
deemed advisable by the Board.
To effect
the Reverse Split, we will file the Certificate of Amendment no fewer
than 20 calendar days after the mailing of this Information Statement
to our stockholders. No further action on the part of our
stockholders will be required to implement the Reverse Split. The
Board has reserved the right to elect not to proceed and to abandon the Reverse
Split if it determines, in its sole discretion, that the Reverse Split would no
longer be necessary, or in Protalex’s and our stockholders’ best
interest. We presently have no specific plans to issue any shares of
our Common Stock after putting the Reverse Split into effect.
Certain
Risk Factors Associated with the Reverse Split
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·
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There
can be no assurance that the total market capitalization of our Common
Stock (the aggregate value of all Common Stock at the then market price)
after the Reverse Split will be equal to or greater than the total market
capitalization before the Reverse Split or that the per share market price
of our Common Stock following the Reverse Split will increase in
proportion to the reduction in the number of shares of the Common Stock
outstanding before the Reverse
Split.
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·
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A
decline in the market price of our Common Stock after the Reverse Split
may result in a greater percentage decline than would occur in the absence
of the Reverse Split and the liquidity of the Common Stock could be
adversely affected following the Reverse
Split.
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·
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The
Reverse Split ratio may not be high enough to achieve all of the desired
results of the Reverse Split.
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Impact
of the Reverse Split
General
The
Reverse Split will automatically apply to all issued shares of our Common
Stock. It will not affect any stockholder’s percentage ownership or
proportionate voting power. However, because the number of authorized
shares of our Common Stock will not be reduced, the Reverse Split will increase
the number of authorized and unissued shares of Common Stock available for
future issuance.
Principal
Effect on Issued Shares
The
principal effect of the Reverse Split on our Common Stock will be
that:
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•
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the
aggregate number of issued shares of our Common Stock will be reduced from
72,078,724 shares to approximately 14,415,745 shares;
and
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•
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the
aggregate number of shares of our Common Stock issuable upon the
conversion or exercise, as applicable, of outstanding options, warrants
and convertible notes into shares of our Common Stock, will be reduced
from 33,062,662 shares to 6,612,532
shares.
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In
addition, the Reverse Split may increase the number of stockholders who own odd
lots (less than 100 shares). Stockholders who hold odd lots typically may
experience an increase in the cost of selling their shares and may have greater
difficulty in effecting sales.
Effect
on Fractional Stockholders
You will
not receive fractional shares of our Common Stock in connection with the Reverse
Split. All such fractional shares of Common Stock will be
rounded-up to the nearest whole
share.
Effect
on Registered and Beneficial Stockholders
Stockholders
holding our Common Stock in “street name,” through a bank, broker or other
nominee, will be treated in the same manner as our registered stockholders whose
shares are registered in their names. Banks, brokers or other
nominees will be instructed to put the Reverse Split into effect for beneficial
holders holding our Common Stock in “street name.” However, these banks, brokers
or other nominees may have different procedures than our transfer agent for
processing the Reverse Split. If you hold your shares with a bank,
broker or other nominee and if you have any questions in this regard, we
encourage you to contact such nominee.
Effect
on Registered Certificated Shares
Some of
our registered stockholders hold all their shares in certificate
form. If any of your shares are held in certificate form, you will
receive a transmittal letter from our transfer agent, American Stock Transfer
and Trust Company, as soon as practicable after the effective date of the
Reverse Split. The letter of transmittal will contain instructions on
how to surrender your certificate(s) representing your pre-Reverse Split shares
to the transfer agent in exchange for a new certificate.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD
NOT
SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Potential
Anti-Takeover Effect
The
Reverse Split could adversely affect the ability of third parties to takeover or
change the control of the company by, for example, permitting issuances that
would dilute the stock ownership of a person seeking to effect a change in the
composition of the Board or contemplating a tender offer or other transaction
for the combination of the company with another company. Although the
increased proportion of unissued authorized shares to issued shares could, under
certain circumstances, have an anti-takeover effect, the Reverse Split is not in
response to any effort of which we are aware to accumulate shares of our Common
Stock or obtain control of the company, nor is it part of a plan by management
to recommend a series of similar amendments to the Board and
stockholders.
Authorized
Shares
The
Reverse Split would affect all issued shares of Common Stock and outstanding
rights to acquire Common Stock. Upon the effectiveness of the Reverse
Split, the number of authorized and unissued shares of Common Stock would
increase due to the reduction in the number of issued shares of Common
Stock. We may issue such shares in the future. If we issue
such shares, the ownership interest of holders of our Common Stock will be
diluted. As of the Record Date, we had 100,000,000 shares of
authorized Common Stock, 72,078,724 shares were issued and outstanding and
33,062,662 shares of our Common Stock were reserved for issuance pursuant to
outstanding options, warrants and convertible notes.
Accounting
Matters
The
Reverse Split will not affect the par value of the Common Stock. As a
result, as of the effective time of the Reverse Split, the stated capital
attributable to Common Stock on our balance sheet will be reduced
proportionately based on the Reverse Split ratio selected by the Board, and the
additional paid-in capital account will be credited with the amount by which the
stated capital is reduced. The per-share net income or loss and net book value
of our Common Stock will be restated because there will be fewer shares of
Common Stock outstanding.
Procedure
for Effecting Reverse Split
Upon no
fewer than twenty (20) calendar days after the mailing of this Information
Statement to our stockholders, if the Board decides to implement the Reverse
Split, we will promptly file the Certificate of Amendment with the Secretary of
State of the State of Delaware to amend our existing Certificate of
Incorporation. The Reverse Split will become effective on the date of filing the
Certificate of Amendment, which is referred to as the “split effective date.”
Beginning on the split effective date, each certificate representing pre-Reverse
Split shares will be deemed for all corporate purposes to evidence ownership of
post-Reverse Split shares. The text of the Certificate of Amendment
is set forth in Exhibit A to this Information Statement. The text of the
Certificate of Amendment is subject to modification to include such changes as
may be required by the office of the Secretary of State of the State of Delaware
and as the Board deems necessary and advisable to effect the Reverse
Split.
Federal
Income Tax Consequences of the Reverse Split
The
following is a summary of certain material United States (“U.S.”) federal income
tax consequences of the Reverse Split, does not purport to be a complete
discussion of all of the possible federal income tax consequences of the Reverse
Split and is included for general information only. Further, it does not address
any state, local or foreign income or other tax consequences. Also, it does not
address the tax consequences to holders that are subject to special tax rules,
such as banks, insurance companies, regulated investment companies, personal
holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the pre-Reverse Split shares were, and the post-Reverse Split
shares will be, held as a “capital asset,” as defined in the Internal Revenue
Code of 1986, as amended (i.e., generally, property held for investment). The
tax treatment of a stockholder may vary depending upon the particular facts and
circumstances of such stockholder. Each stockholder is urged to consult with
such stockholder’s own tax advisor with respect to the tax consequences of the
Reverse Split. As used herein, the term United States holder means a stockholder
that is, for federal income tax purposes: a citizen or resident of the United
States; a corporation or other entity taxed as a corporation created or
organized in or under the laws of the United States, any State of the United
States or the District of Columbia; an estate the income of which is subject to
federal income tax regardless of its source; or a trust if a U.S. court is able
to exercise primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of the
trust.
No gain
or loss should be recognized by a stockholder upon such stockholder’s exchange
of pre-Reverse Split shares for post-Reverse Split shares pursuant to the
Reverse Split. The aggregate tax basis of the post-Reverse Split shares received
in the Reverse Split will be the same as the stockholder’s aggregate tax basis
in the pre-Reverse Split shares exchanged therefor. The stockholder’s
holding period for the post-Reverse Split shares will include the period during
which the stockholder held the pre-Reverse Split shares surrendered in the
Reverse Split.
Our view
regarding the tax consequences of the Reverse Split is not binding on the
Internal Revenue Service or the courts. Accordingly, each stockholder should
not rely on the foregoing and may wish to consult with his or her own tax
advisor with respect to all of the potential tax consequences to him or her of
the Reverse Split.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
following table lists, as of the Record Date, the number of shares of our Common
Stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of our outstanding Common Stock; (ii) each of
our named executive officers and directors; and (iii) all of our officers and
directors as a group. Unless otherwise indicated, the address of each
person listed below is in the care of Protalex, Inc., 133 Summit Avenue, Suite
22, Summit, New Jersey 18938.
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Shares
Beneficially Owned(1)
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Name and Title
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Number
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Percent
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Arnold
P. Kling, president and director (2)(5)
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65,242,390 |
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69.5 |
% |
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Kirk
M. Warshaw, CFO, secretary and director
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— |
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— |
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John
E. Doherty, Director (3)
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2,850,438 |
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4.0 |
% |
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Officers
and Directors as a group (3 persons) (4)
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68,092,828 |
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72.6 |
% |
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5% Beneficial Owners
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Niobe
Ventures LLC (5)
712
Fifth Avenue – 11th
Floor
New
York, NY 10019
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65,217,390 |
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69.5 |
% |
*Indicates
less than 1%.
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(1)
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Unless
otherwise indicated, we believe that all persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them. A person is deemed to be the beneficial
owner of securities which may be acquired by such person within 60 days
from the date indicated above upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities
that are held by such person (but not those held by any other person) and
which are exercisable within 60 days of the date indicated above, have
been exercised.
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(2)
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Arnold
P. Kling, our president and a director, possesses sole voting and
dispositive control over the securities owned by Niobe and therefore is
deemed to be the beneficial owner of the securities held by that
entity.
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(3)
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Includes
options to purchase 10,000 shares and warrants to purchase 27,778 shares
of our Common Stock.
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(4)
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Includes
21,739,130 shares of Common Stock issuable upon conversion of the Secured
Note deemed to be beneficially owned by Arnold P. Kling as the manager of
Niobe.
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(5)
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Includes
21,739,130 shares of our Common Stock issuable upon conversion of the
Secured Note.
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APPROVAL
OF THE AUTHORIZATION OF PREFERRED STOCK
The
Preferred Stock Authorization
Our Board
and stockholders have approved an amendment to our Certificate of Incorporation
to authorize and make Preferred Stock available for issuance. A copy
of the Certificate of Amendment to the Certificate of Incorporation is attached
as Exhibit
A.
Reason
for the Preferred Stock Authorization
We
believe that having Preferred Stock will provide the following: (i) additional
flexibility in terms of our capital structure and (ii) allow the Board
additional flexibility to: (a) react to our capital needs without further
stockholder approval, (b) pursue strategic opportunities which may arise in the
future and (c) respond to business opportunities and to pursue objectives that
may develop or arise in the future including financings, acquisitions, strategic
business relationships or stock dividends and stock splits.
The
Preferred Stock may be issued from time to time in one or more series with such
designations, preferences and relative participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated in the resolutions adopted by the Board providing for the issuance of
such Preferred Stock or series thereof without the need to seek the approval of
stockholders.
The
issuance of Preferred Stock (i) could also make it more difficult for a third
party to acquire a majority of our outstanding voting stock and (ii) may have a
dilutive effect on earnings per share and on a percentage voting
power, for stockholders who does not purchase additional shares to maintain a
pro rata ownership interest,. We presently have no specific plans to
issue any shares of Preferred Stock after putting the Preferred Stock
Authorization into effect.
EXPENSE
OF INFORMATION STATEMENT
The
expenses of mailing this Information Statement will be borne by us, including
expenses in connection with the preparation and mailing of this Information
Statement and all documents that now accompany or may after supplement it. It is
contemplated that brokerage houses, custodians, nominees, and fiduciaries will
be requested to forward the Information Statement to the beneficial owners of
our Common Stock held of record by such persons and that we will reimburse them
for their reasonable expenses incurred in connection therewith. Additional
copies of this Information Statement may be obtained at no charge by writing to
us at: 133 Summit Avenue, Suite 22 Summit, New Jersey 18938.
MISCELLANEOUS
One
Information Statement will be delivered to multiple stockholders sharing an
address unless we receive contrary instructions from one or more of the
stockholders sharing such address. Upon receipt of such notice, we will
undertake to promptly deliver a separate copy of this Information Statement to
the stockholder at the shared address to which a single copy of the Information
Statement was delivered and provide instructions as to how the stockholder can
notify us that the stockholder wishes to receive a separate copy of this
Information Statement or other communications to the stockholder in the
future. In the event a stockholder desires to provide us with such
notice, it may be given verbally by telephoning our offices at (215) 862-9720 or
by mail to our address at 133 Summit Avenue, Suite 22 Summit, New Jersey 18938,
Attn: Corporate Secretary.
We file
annual, quarterly and current reports, proxy statements, and registration
statements with the SEC. These filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov.
You may also read and copy any document we file with the SEC without charge at
the public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference
facilities.
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November
XX, 2010
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By
Order of the Board of Directors of Protalex,
Inc.
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PROTALEX, INC.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
Protalex, Inc. a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certifies and set forth as
follows:
1. The
name of the corporation is Protalex, Inc. (the “Corporation”).
2. Resolutions
were duly adopted by the Board of Directors of the Corporation setting forth a
proposed amendment to the Corporation’s Charter (the “Certificate of
Amendment”), and declaring such Certificate of Amendment advisable and in the
best interests of the Corporation and its stockholders.
3. Pursuant
to the recommendation of the Board of Directors of the Corporation, the
Certificate of Amendment was consented to in writing by the stockholders of the
Corporation in accordance with Section 228 of the General Corporation Law of the
State of Delaware.
4. The
Corporation's Charter is hereby amended by amending and restating Article V
thereof to read as follows:
The total
number of shares which the Corporation shall have the authority to issue is
100,000,000 shares, of which 99,000,000 shares shall be common stock, with a par
value of $0.00001 per share (the “Common Stock”) and 1,000,000 shares shall be
preferred stock, with a par value of $0.00001 per share (the “Preferred
Stock”).
The
Preferred Stock may be issued from time to time in one or more series with such
designations, preferences and relative participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated in the resolutions adopted by the Board of Directors of the Corporation
(the “Board”) providing for the issuance of such Preferred Stock or series
thereof; and the Board is hereby vested with authority to fix such
designations, preferences and relative participating, optional or other special
rights or qualifications, limitations, or restrictions for each series,
including, but not by way of limitation, the power to fix the redemption and
liquidation preferences, the rate of dividends payable and the time for and the
priority of payment thereof and to determine whether such dividends shall be
cumulative or not and to provide for and fix the terms of conversion of such
Preferred Stock or any series thereof into Common Stock of the Corporation and
fix the voting Power, if any, of shares of Preferred Stock or any series
thereof.
Upon the
filing of this Certificate of Amendment with the office of the Secretary of
State of the State of Delaware (the "Effective Date"), each five shares of
Common Stock then issued, which are the only voting securities of the
Corporation issued, shall be automatically reclassified into one share of Common
Stock (the “Reverse Stock-Split”). Any fractional interests resulting
from such reclassification shall be rounded-up to the nearest full
share.
From and
after the Effective Date, the amount of capital represented by the Common Stock
immediately after the Effective Date shall be the same as the amount of capital
represented by such shares immediately prior to the Effective Date, until
thereafter reduced or increased in accordance with applicable
law. The par value of a share of Common Stock shall remain unchanged
after the Reverse Stock Split at $0.00001 per share.
From and
after the Effective Date, the total number of shares of all classes of capital
stock which the Corporation shall have authority to issue shall remain
unchanged
5. This
Certificate of Amendment will be effective upon filing.
IN
WITNESS WHEREOF, Protalex, Inc. has caused this Certificate of Amendment to be
signed on this ___ day of _________ 2010.
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Protalex,
Inc.
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By:
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Arnold
P. Kling, President
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