UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14 (c)
of
the
Securities Exchange Act of 1934 (Amendment No.)
Check
the
appropriate box:
o Preliminary
Information Statement
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o Confidential,
for Use of the
Commission Only
(as
permitted by Rule 14c-5 (d)(2))
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x Definitive
Information Statement
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MEDASORB
TECHNOLOGIES CORPORATION
(Name
of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
o
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No
fee required.
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o
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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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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):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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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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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
MEDASORB
TECHNOLOGIES CORPORATION
7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
INFORMATION
STATEMENT
(Definitive)
November
18, 2008
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange
Act
of 1934, as amended (the “Exchange
Act”),
to
the holders (the “Stockholders”)
of the
common stock, par value $0.001 per share (the “Common
Stock”),
of
Medasorb Technologies Corporation, a Nevada Corporation (the “Company”),
to
notify such Stockholders that on or about October 29, 2008, the Company received
written consents in lieu of a meeting of Stockholders from holders of
100,161,988 shares representing approximately 57.2% of the
174,997,053 shares of the total issued and outstanding shares of voting
stock of the Company (the “Majority
Stockholders”)
to
increase the number of authorized shares of our Common Stock from 100,000,000
shares to 500,000,000 shares of Common Stock (the “Authorized
Share Increase”).
On
October 29, 2008, the Board of Directors of the Company approved the Authorized
Share Increase, subject to Stockholder approval. The Majority Stockholders
approved the Authorized Share Increase by written consent in lieu of a meeting
on October 29, 2008 in accordance with the Nevada Corporate
Law. Accordingly, your consent is not required and is not being
solicited in connection with the approval of the Amendments.
The
action described in this Information Statement has already been approved by
a
majority of our shareholders. A vote of the remaining stockholders is not
necessary.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board
of Directors of the Company (the "Board")
believes that the stockholders of the Company will benefit from the increase
in
authorized shares because it was a condition to the financing transaction that
closed on June 25, 2008. This increase was a condition to the financing (as
discussed in more detail below) because without the increase in authorized
shares the Series B Preferred Stockholders would not be able to convert their
preferred stock to common stock.
Accordingly,
it was the Board's opinion that the increase in authorized shares described
above was necessary in order to close on the financing and allow the Company
to
continue its operations. The Board approved the above actions on October 29,
2008 and stockholders holding a voting majority of the outstanding voting
capital stock of the Company approved the above actions on October 29,
2008.
Shareholders
Entitled To Vote
As
of
November 3, 2008, there were 25,263,517 shares of our common stock outstanding,
8,579,301 shares of Series A Preferred Stock outstanding, and 54,203.54 shares
of Series B Preferred Stock outstanding. The holders of our Common Stock are
entitled to one vote per share. The voting rights of the holders of our Series
A
Preferred Stock and Series B Preferred Stock are discussed below.
The
holders of our Series A Preferred Stock do not have voting rights with respect
to the matter discussed in this Information Statement. As one of the conditions
to the closing of the Series B Preferred Stock private placement (discussed
in
more detail below), the holders of Series A Preferred Stock entered into an
Agreement and Consent and consented to the amendment and restatement to the
Certificate of Designations. Pursuant to the Amendment to the Amendment to
Certificate of Designation of Series A Preferred Stock, the holders of Series
A
Preferred Stock shall have no voting rights, provided, however,
that
the consent of the holders of at least 80% of the shares of Series A Preferred
Stock, voting as a separate class, shall be required for amending the
Corporation’s certificate of incorporation if such amendment would: (1) change
the relative seniority rights of the holders of Series A Preferred Stock as
to
the payment of dividends in relation to the holders of any of our other capital
stock, or create any other class or series of capital stock entitled to
seniority as to the payment of dividends in relation to the holders of Series
A
Preferred Stock; (2) reduce the amount payable to the holders of Series A
Preferred Stock upon our voluntary and involuntary liquidation, dissolution
or
winding up, or change the relative seniority of the liquidation preferences
of
the holders of Series A Preferred Stock to the rights upon our liquidation
of
the holders of other capital stock, or change the dividend rights of the holders
of Series A Preferred Stock; (3) cancel or modify the conversion rights of
the
holders of Series A Preferred Stock; or (4) cancel or modify the limited voting
rights of the holders of Series A Preferred Stock designated in the Amendment
to
Certificate of Designation. Accordingly, the Series A Preferred Stockholders
do
not have voting rights with respect to this vote.
The
holders of our Series B Preferred Stock have the right to vote with our Series
B
Preferred Stock on an as converted basis. The Series B Preferred Stock has
a
stated value of $100.00 per share, convertible into Common Stock at a conversion
rate of one share of Common Stock for each $0.0362 of the stated value or
accrued but unpaid dividends being converted. Accordingly, the 54,203.54 shares
of Series B Preferred Stock outstanding are convertible into 149,733,536 shares
of Common Stock.
Accordingly,
there are 174,997,053 votes outstanding voting together as one single class
after conversion (the “Voting
Shares”).
Shareholders of record, who hold our Common Stock and Series B Preferred Stock
at the close of business on November 14, 2008, will be entitled to receive
this
notice and Information Statement.
No
Appraisal Rights
Section
78.3793 of Nevada Revised Statue (“NRS”) which provides dissenting shareholders
with rights to obtain payment of the fair value of his/her shares in the case
of
control share acquisition is not applicable to the matters disclosed in this
Information Statement. Accordingly, dissenting shareholders will not have
rights to appraisal in connection with the amendment to the Articles of
Incorporation discussed in this Information Statement.
Proxies
No
proxies are being solicited.
Information
Statement Costs
The
cost
of delivering this Information Statement, including the preparation, assembly
and mailing of the Information Statement, as well as the cost of forwarding
this
material to the beneficial owners of our capital stock will be borne by us.
We
may reimburse brokerage firms and others for expenses in forwarding Information
Statement materials to the beneficial owners of our capital stock.
Householding
of Information Statement
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” information statements. This means that only one copy
of our information statement may have been sent to multiple stockholders in
each
household. We will promptly deliver a separate copy of either document to any
stockholder upon written or oral request to Medasorb Technologies Corporation,
7
Deer Park Drive, Suite K, Monmouth Junction, New Jersey 08852, (732) 329-8885.
Any stockholder who wants to receive separate copies of our Information
Statement in the future, or any stockholder who is receiving multiple copies
and
would like to receive only one copy per household, should contact the
stockholder’s bank, broker, or other nominee record holder, or the stockholder
may contact us at the above address.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
Amendment
to the Articles of Incorporation to Increase Authorized Shares of Common Stock
The
aggregate number of shares that we are authorized to issue is Two Hundred
Million, of which One Hundred Million shares are Common Stock, with a par value
of $0.001 per share, and One Hundred Million shares are Preferred Stock, with
a
par value of $0.001 per share. As of November 4, 2008, we have 25,263,517 shares
of Common Stock outstanding. We have designated 12,000,000 shares of Series
A
Preferred Stock, of which 8,579,301 shares are outstanding, and 200,000 shares
of Series B Preferred Stock, of which 54,203.54 shares are outstanding.
The
8,579,301 shares of Series A Preferred Stock are convertible to 38,437,262
shares of Common Stock, and the 54,203.54 shares of Series B Preferred Stock
outstanding are convertible to 149,733,536 shares of Common Stock. In addition,
as of November 4, 2008, we have warrants to purchase 7,950,848 shares of Common
Stock, options to purchase 18,048,442 shares of Common Stock, a warrant to
purchase 525,000 shares of Series A Preferred Stock at an exercise price of
$1.00 per share, and warrants to purchase 15,000 shares of Series B Preferred
Stock at an exercise price of $100 per share. Additionally if the holder of
the
warrant for Series A preferred stock exercises in full, the holder will receive
an additional warrant to purchase a total of 210,000 shares of common stock.
Further, pursuant to both the Series A Certificate of Designation and Series
B
Certificate of Designation, we are required to reserve from the authorized
but
unissued shares of Common Stock 175% of the number of shares of Common Stock
that would be necessary to allow the conversion of the Series A and Series
B
stock.
Under
our
Articles of Incorporation we are only authorized to issue 100,000,000 shares
of
Common Stock. In order to permit the conversion and exercise of our convertible
securities and provide the adequate number of reserve shares, we must increase
our authorized shares of Common Stock. Pursuant to the Subscription Agreement
of
the Series B Preferred Stock private placement as of June 25, 2008, each
investor in the Series B private placement has agreed to vote in favor of an
amendment to our certificate of incorporation to effect a reverse stock split
and/or increasing our authorized shares of Common Stock, providing us with
sufficient authorized shares of Common Stock to permit the conversation of
all
of our outstanding convertible securities, and we have agreed to effect such
stock split and/or increase our authorized shares of Common Stock within 180
days from the initial closing of the Series B private placement. Based upon
the
business judgment of our management team, we have decided to increase our
authorized shares of Common Stock to 500,000,000.
The
Authorized Share Increase will be implemented by filing a Certificate of
Amendment with the Secretary of State of the State of Nevada, a form of which
is
attached as Exhibit A to the resolution set forth on Exhibit 1 hereto. Under
Federal Securities laws, the Company cannot file the Certificate of Amendment
until at least 20 days after the mailing of this Information Statement.
The
Certificate of Amendment provides that Article III, as it relates to our
authorized Common Stock, will be revised as follows:
The
aggregate number of shares that the Corporation will have authority to issue
is
Six Hundred Million (600,000,000), of which Five Hundred Million shares will
be
Common Stock, with a par value of $0.001 per share, and One Hundred Million
(100,000,000) shares will be preferred stock, with a par value of $0.001 per
share.
Common
Stock. Each share of Common Stock shall entitle the owner thereof to vote at
the
rate of one (1) vote for each share held. All persons who acquire shares of
Common Stock in the Corporation shall acquire such shares subject to the
provisions of these Articles of Incorporation and the Bylaws of the Corporation.
The
terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because holders of Common
Stock have no preemptive rights to purchase or subscribe for any unissued stock
of the Company, the issuance of additional shares of Common Stock will reduce
the current stockholders’ percentage ownership interest in the total outstanding
shares of Common Stock. This amendment and the creation of additional shares
of
authorized Common Stock will not alter the current number of issued shares.
The
relative rights and limitations of the shares of Common Stock will remain
unchanged under this amendment.
The
increase in the number of authorized but unissued shares of Common Stock is
necessary to satisfy the provision in the Subscription Agreement in order to
permit the conversion or exercise of our outstanding convertible securities
and
to allow the Company to reserve the required number of shares equal to 175%
of
the number of shares of Common Stock that would be necessary to allow the
conversion of the Series A and Series B preferred shares. In addition, the
increase in the number of authorized shares of Common Stock would enable use,
without further shareholder approval, to issue shares from time to time as
may
be required for proper business purposes, such as raising additional capital
for
ongoing operations, business and asset acquisitions, stock splits and dividends,
percentage and future employee benefit programs and other corporate purposes.
However, at the present time, we have no current plans to issue any of the
additional authorized but unissued shares of Common Stock that will become
available as a result of the filing of the Amendment.
The
proposed increase in the authorized number of shares of Common Stock could
have
a number of effects on our stockholders depending upon the exact nature and
circumstances of any actual issuances of authorized but unissued shares.
Although this action is not intended to have any anti-takeover effects, the
increase could have an anti-takeover effect, in that additional shares could
be
issued (within the limits proposed by applicable law) in one or more
transactions that could make a change in control or takeover of us more
difficult. For example, additional shares could be issued by us so as to dilute
the stock ownership or voting rights of persons seeking to obtain control of
us,
even if the persons seeking to obtain control of us offer an above the market
premium that is favored by a majority of the independent stockholders.
Similarly, the issuance of additional shares to certain person allied with
our
management could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. We do not have any other provisions in its
articles of incorporation, by-laws, employment agreements, credit agreements
or
any other documents that have material anti-takeover consequences. Additionally,
we have no plans or proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover consequences. Our board of
directors is not aware of any attempt, or contemplated attempt, to acquire
control of us, and this proposal is not being presented with intent that it
be
utilized as a type of anti-takeover device.
Stockholders
should recognize that, as a result of this proposal, they will own a smaller
percentage of shares with respect to our total authorized shares than they
presently own, and will be diluted as a result of any future issuances
contemplated by us.
Following
the Authorized Share Increase, the number of shares of the Company’s common
stock will be as follows:
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Common
Stock Outstanding
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Authorized Common
Stock
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Series
A Preferred Stock Outstanding
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Series
A Preferred Stock Authorized
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Series
B Preferred Stock Outstanding
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Series
B Preferred Stock Authorized
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Pre-Authorized
Share Amendment
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25,263,517
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100,000,000
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8,579,301
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12,000,000
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54,203.54
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200,000
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Post-Authorized
Share Amendment
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25,263,517
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500,000,000
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8,579,301
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12,000,000
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54,203.54
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200,000
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INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant
to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders
of at least a majority of the Voting Shares is required to effect the action
described herein. The Company's Articles of Incorporation do not authorize
cumulative voting for this matter. As of the Record Date, the Company had
174,997,053 shares entitled to vote which consist of the 25,263,517 shares
of
common stock which are entitled to one vote and 54,203.54 shares of Series
B
Preferred Stock which are entitled to vote on an as converted basis that are
convertible into 149,733,536 shares of common stock. The consenting majority
stockholders are the record and beneficial owners of a total of 100,161,988
shares of the Company's common stock, on an as converted basis, which represents
approximately 57.2% of the total number of Voting Shares. Pursuant to Nevada
Revised Statutes, Section 78.320(2), the consenting majority stockholders voted
in favor of the actions described herein in a written consent, dated October
29,
2008, attached hereto as Exhibit 1. No consideration was paid for the consent.
The consenting stockholders' names, affiliation with the Company and beneficial
holdings are as follows:
Voting
Shareholders
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Affiliation
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Number
of Voting Shares
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Percentage
of Voting Shares
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NJTC
Venture Fund SBIC, L.P.
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56,708,481
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32.4
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%
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Margie
Chassman
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26,611,796
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15.2
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%
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Robert
Shipley
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11,847,729
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6.8
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%
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Guillermina
Vega Montiel
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4,993,984
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2.9
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%
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Total
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100,161,988
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57.2
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%
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INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
None.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following information table sets forth certain information regarding the
Company’s common stock owned on November 4, 2008 by (i) each who is known by the
Company to own beneficially more than 5% of its outstanding Common Stock, (ii)
each director and officer, and (iii) all officers and directors as a
group:
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Shares
Beneficially Owned (1)
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Names
and Address of Directors, Officers and 5% Stockholders
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Number
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Percent
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Margie
Chassman (2)
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53,388,205
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72.3
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%
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Guillermina
Montiel (3)
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5,052,456
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20.0
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%
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Margery
Germain (4)
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2,000,000
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7.9
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%
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Robert
Shipley (5)
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12,899,387
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34.3
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%
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Directors
and Executive Officers
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Al
Kraus (6)
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9,407,001
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28.3
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%
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William
R. Miller (7)
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325,000
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1.3
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%
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David
Lamadrid (8)
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1,762,900
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6.6
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%
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Vince
Capponi (9)
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1,380,586
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5.3
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%
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Joseph
Rubin (10)
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721,548
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2.8
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%
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|
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James
Winchester (11)
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241,582
|
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|
*
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Phillip
Chan (12)
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276,243
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1.1
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%
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|
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|
|
|
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Edward
R. Jones (13)
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52,500
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*
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|
|
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Jim
Gunton
|
|
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0
|
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*
|
|
|
|
|
|
|
|
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All
directors and executive officers as a group (nine persons)
(14)
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14,167,360
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38.3
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%
|
*
|
Less
than 1%.
|
1
|
Gives
effect to the shares of Common Stock issuable upon the exercise of
all
options exercisable within 60 days of October 31, 2008 and other
rights
beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and includes voting and investment power with
respect
to shares. Unless otherwise indicated, the persons named in the table
have
sole voting and sole investment control with respect to all shares
beneficially owned. Percentage ownership is calculated based on 25,263,517
shares of Common Stock outstanding as of October 31, 2008.
|
2
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Based
on information reflected in a Schedule 13G filed by Ms. Chassman
with the
SEC on November 20, 2006, and includes 5,460,000 shares of Common
Stock
ultimately issuable upon exercise and conversion of the Series A
Preferred
Stock and warrants underlying the warrant we issued Ms. Chassman
upon the
closing of our Series A Preferred Stock private placement, 12,084,890
shares of Common Stock issuable upon conversion of Series A Preferred
Stock, 400,000 shares of Common Stock issuable upon exercise of warrants
and 26,611,796 shares of Common Stock issuable upon conversion of
Series B
Preferred Stock. Ms. Chassman has waived her registration rights
with
respect to the Series A Preferred Stock and warrants. Margie Chassman
is
married to David Blech. Mr. Blech disclaims beneficial ownership
of these
shares. Since 1980 Mr. Blech has been a founder of companies and
venture
capital investor in the biotechnology sector. His initial venture
investment, Genetic Systems Corporation, which he helped found and
served
as treasurer and a member of the board of directors, was sold to
Bristol
Myers in 1986 for $294 million of Bristol Myers stock. Other companies
he
helped found include DNA Plant Technology, Celgene Corporation, Neurogen
Corporation, Icos Corporation, Incyte Pharmaceuticals, Alexion
Pharmaceuticals and Neurocrine Biosciences. He was also instrumental
in
the turnaround of Liposome Technology, Inc. and Biotech General
Corporation. In 1990 Mr. Blech founded D. Blech & Company, which,
until it ceased doing business in September 1994, was a registered
broker-dealer involved in underwriting biotechnology issues. In May
1998,
David Blech pled guilty to two counts of criminal securities fraud,
and,
in September 1999, he was sentenced by the U.S. District Court for
the
Southern District of New York to five years’ probation, which was
completed in September 2004. Mr. Blech also settled administrative
charges
by the Commission in December 2000 arising out of the collapse in
1994 of
D. Blech & Co., of which Mr. Blech was President and sole stockholder.
The settlement prohibits Mr. Blech from engaging in future violations
of
the federal securities laws and from association with any broker-dealer.
In addition, the District Business Conduct Committee for District
No.10 of
NASD Regulation, Inc. reached a decision, dated December 3, 1996,
in a
matter styled District Business Conduct Committee for District No.
10 v.
David Blech, regarding the alleged failure of Mr. Blech to respond
to
requests by the staff of the National Association of Securities Dealers,
Inc. (“NASD”) for documents and information in connection with seven
customer complaints against various registered representatives of
D. Blech
& Co. The decision found that Mr. Blech failed to respond to such
requests in violation of NASD rules and that Mr. Blech should, therefore,
be censured, fined $20,000 and barred from associating with any member
firm in any capacity. Furthermore, Mr. Blech was discharged in bankruptcy
in the United States Bankruptcy Court for the Southern District of
New
York in March 2000.
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3
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Includes
58,472 shares issuable upon exercise of stock options.
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4
|
Includes
1,700,000 shares of Common Stock held directly by Ms. Germain and
300,000
shares of Common Stock held by her minor children.
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5
|
Includes
390,366 shares of Common Stock issuable upon conversion of Series
A
Preferred Stock, 11,341,713 shares of Common Stock issuable upon
conversion of Series B Preferred Stock and 661,293 shares of Common
Stock
issuable upon exercise of warrants and options.
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6
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Includes
8,013,370 shares of Common Stock issuable upon exercise of stock
options.
|
7
|
These
shares are issuable upon exercise of stock options.
|
8
|
Includes
1,254,166 shares of Common Stock issuable upon exercise of stock
options.
|
9
|
Includes
962,500 shares of Common Stock issuable upon exercise of stock options.
|
10
|
Includes
2,320 shares of Common Stock issuable upon conversion of Series A
Preferred Stock and 312,840 shares of Common Stock issuable upon
exercise
of warrants and stock options. Does not include shares of Common
Stock
beneficially owned by Mr. Rubin’s spouse, as to which he disclaims
beneficial ownership.
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11
|
Includes
100,000 shares of Common Stock issuable upon exercise of stock options.
|
12
|
These
shares are issuable upon conversion of Series B Preferred
Stock.
|
13
|
These
shares are issuable upon exercise of stock options.
|
14
|
Includes
an aggregate of 11,712,126 shares of Common Stock issuable upon exercise
of stock options and warrants and conversion of Series A Preferred
Stock
and conversion of Series B Preferred
Stock.
|
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no dissenter’s right under Nevada Corporate Law, the Company’s
articles of incorporation consistent with above or By-Laws to dissent from
any
of the provisions adopted in the Amendments.
INCORPORATION
BY REFERENCE
The
SEC
allows us to “incorporate by reference” information into this information
statement, which means that we can disclose important information to you by
referring you to another document or report filed separately with the SEC.
The
information incorporated by reference is deemed to be a part of this Information
Statement, except to the extent any information is superseded by this
Information Statement. The following documents which have been filed by us
with
the Securities and Exchange Commission and contain important information about
us and our finances, are incorporated into this Information Statement.
|
l
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2007,
filed with the Commission on April 15, 2008.
|
|
|
Our
Quarterly Report on Form 10-Q filed for the quarter ended June 30,
2008,
filed with the Commission on August 19, 2008.
|
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference into this Information Statement will be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a
statement contained in this Information Statement or any other subsequently
filed document that is deemed to be incorporated by reference into this
Information Statement modifies or supersedes the statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement. The reports incorporated
by
reference into this Information Statement are being delivered our stockholders
along with this Information Statement.
EFFECTIVE
DATE OF THE INCREASE IN AUTHORIZED SHARES
Pursuant
to Rule 14c-2 under the Exchange Act, the Authorized Share Increase shall not
be
effective until a date at least twenty (20) days after the date on which the
Definitive Information Statement has been mailed to the Stockholders. The
Company anticipates that the actions contemplated hereby will be effected on
or
about the close of business on December 8, 2008.
By
Order
of the Board of Directors
/s/
Al
Kraus
Al
Kraus
Director
MAJORITY
CONSENT IN LIEU OF A SPECIAL
MEETING
OF THE SHAREHOLDERS OF
MEDASORB
TECHNOLOGIES CORPORATION
The
undersigned, being the holders of a majority of shareholders entitled to
vote,
including the shareholders of common stock and shareholders of the Series
B 10%
Cumulative Convertible Preferred Stock, of MedaSorb Technologies Corp., a
corporation of the State of Nevada (the “Corporation”),
does
hereby authorize and approve the actions set forth in the following resolutions
in lieu of a special meeting, and does hereby consent to the following action
of
this Corporation, which actions are deemed effective as of the date hereof:
WHEREAS,
pursuant to the Articles of Incorporation, the Corporation is authorized
to
issue 100,000,000 shares of common stock at par value $.001 per share (the
“Common
Stock”);
and
100,000,000 shares of preferred stock, par value $.001 per share. We have
designated 12,000,000 shares of our preferred stock as Series A 10% Cumulative
Convertible Preferred Stock (the “Series
A Preferred Stock”),
and
designated 200,000 shares of our preferred stock as Series B 10% Cumulative
Convertible Preferred Stock (the “Series
B Preferred Stock”);
and
WHEREAS,
we have
25,263,517 shares of common stock outstanding, 8,579,301 shares of Series
A
Preferred Stock outstanding, and 54,203.54 shares of Series B Preferred Stock
outstanding; and
WHEREAS,
the
shareholders of the 8,579,301 shares of Series A Preferred Stock do not have
voting rights; and
WHEREAS,
the
shareholders of the 54,203.54 shares of Series B Preferred Stock have voting
rights on an as
converted
basis;
and
WHEREAS,
the
54,203.54 shares of Series B Preferred Stock converts into 149,733,536 shares
of
Common Stock; and
WHEREAS,
accordingly, the Company has 174,997,053 shares that are entitled to vote
in
this matter (the “Voting
Shares”);
and
NOW
THEREFORE,
be it:
RESOLVED,
that
the Corporation hereby authorizes an amendment to the Articles of Incorporation
to increase the authorized stock to 600,000,000 shares, of which 500,000,000
shares will be Common Stock and 100,000,000 will be preferred stock; and
be it
FURTHER
RESOLVED,
that
each of the officers of the Corporation be, and they hereby are authorized
and
empowered to execute and deliver such documents, instruments and papers and
to
take any and all other action as they or any of them may deem necessary or
appropriate for the purpose of carrying out the intent of the foregoing
resolutions; and that the authority of such officers to execute and deliver
any
such documents, instruments and papers and to take any such other action
shall
be conclusively evidenced by their execution and delivery thereof or their
talking thereof.
The
undersigned, by affixing their signatures hereto, do hereby consent to,
authorize and approve the foregoing actions in their capacity as the majority
shareholders entitled to vote of MedaSorb Technologies Corp.
Shareholder
Name
|
|
Shareholder
Signature
|
|
Number
of Shares
Owned
|
|
Percentage
of Voting
Shares
|
NJTC
Venture Fund SBIC, L.P
|
|
/s/
NJTC Venture Fund SBIC, L.P.
|
|
56,708,481
|
|
32.4%
|
Margie
Chassman
|
|
/s/
Margie Chassman
|
|
26,611,796
|
|
15.2%
|
Robert
Shipley
|
|
/s/
Robert Shipley
|
|
11,847,728
|
|
6.8%
|
Guillermina
Vega Montiel
|
|
/s/
Guillermina Vega Montiel
|
|
4,993,984
|
|
2.9%
|
Total
|
|
100,161,988
|
|
57.2%
|
Dated:
October 29, 2008