UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Lifen, Inc.
(Name of Registrant as Specified In Its Charter)
___________________________________________
(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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
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[ ] 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:
N/A
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Proxy Statement
May 15, 2003
Dear Stockholder:
You are cordially invited to attend the 2003 Annual Meeting of
Stockholders of Lifen, Inc. to be held at the offices of Morrison &
Foerster LLP, 425 Market Street, San Francisco, California 94105, on
Wednesday, May 28, 2003 at 1:30 p.m. Pacific time. Details of the
business to be conducted at the Annual Meeting are given in the attached
Proxy Statement.
It is important that your shares be represented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and promptly return the accompanying proxy in the enclosed
postage-prepaid envelope.
If you send in your proxy card and then decide to attend the Annual
Meeting to vote your shares in person, you may still do so. Your proxy is
revocable in accordance with the procedures set forth in the Proxy
Statement.
Your Board of Directors recommends that you vote in favor of the two
proposals outlined in this Proxy Statement. Please refer to the Proxy
Statement for detailed information on each of the proposals.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in our Company. We look
forward to seeing you at the Annual Meeting.
Sincerely,
/s/ James D. Durham
James D. Durham
Chairman of the Board and Chief Executive Officer
LIFEN, INC.
Notice of Annual Meeting of Stockholders
To Be Held May 28, 2003
To the Stockholders of LIFEN, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Lifen, Inc., a Delaware corporation (the "Company"),
will be held at the offices of Morrison & Foerster LLP, 425 Market Street,
San Francisco, California 94105, on Wednesday, May 28, 2003, at 1:30 p.m
Pacific Daylight Time, for the following purposes:
1. Amendment to Amended and Restated Certificate of Incorporation to
Change Company's Name. To amend the Company's Amended and Restated
Certificate of Incorporation to change the Company's name to "Crdentia
Corp.";
2. Selection of Independent Auditors. To ratify the recommended
appointment of BDO Seidman, LLP, as the independent auditors for the
Company for the year ending December 31, 2003; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement which is attached and made a part hereof.
The board of directors of the Company has fixed the close of business on
May 9, 2003 as the record date for determining the stockholders entitled
to notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
Whether or not you expect to attend the Annual Meeting in person, you are
urged to mark, sign, date and return the enclosed proxy card as promptly
as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. Should
you receive more than one proxy because your shares are registered in
different names and addresses, each proxy should be returned to ensure
that all of your shares will be voted. If you send in your proxy card and
then decide to attend the Annual Meeting to vote your shares in person,
you may still do so. Your proxy is revocable in accordance with the
procedures set forth in the proxy statement.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
Chairman of the Board and
Chief Executive Officer
San Francisco, California
May 15, 2003
Mailed to Stockholders
on or about May 15, 2003
LIFEN, INC.
455 Market Street
Suite 1220
San Francisco, California 94105
PROXY STATEMENT
FOR 2003 ANNUAL MEETING OF STOCKHOLDERS
General Information
This proxy statement is furnished to the stockholders of Lifen, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation
by the board of directors of the Company of proxies in the accompanying
form for use in voting at the annual meeting of stockholders of the
Company (the "Annual Meeting") to be held on Wednesday, May 28, 2003, at
1:30 p.m. Pacific Daylight Time, at the offices of Morrison & Foerster
LLP, 425 Market Street, San Francisco, California 94105, and any
adjournment or postponement thereof. The shares represented by the
proxies received, properly marked, dated, executed and not revoked will be
voted at the Annual Meeting.
The Company's Internet Web site address is www.crdentia.com. The
Company's annual reports on Form 10-KSB, quarterly reports on Form 10-QSB,
current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are
available free of charge in electronic or paper form upon request to the
Company after they are electronically filed with, or furnished to, the
Securities and Exchange Commission. All materials filed by the Company
with the Commission also can be obtained at the Commission's Public
Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549 or through
the Commission's Web site at www.sec.gov. You may obtain information on
the operation of the Public Reference Room by calling 1-800-SEC-0330.
Solicitation, Record Date and Voting Procedures
The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include the expense of
preparing and mailing proxy materials for the Annual Meeting and
reimbursements paid to brokerage firms and others for their expenses
incurred in forwarding solicitation material regarding the Annual Meeting
to beneficial owners of the Company's common stock. The Company may
conduct further solicitation personally, telephonically or by facsimile
through its officers, directors and regular employees, none of whom will
receive additional compensation for assisting with the solicitation.
The close of business on May 9, 2003 has been fixed as the record date
(the "Record Date") for determining the holders of shares of common stock
of the Company entitled to notice of and to vote at the Annual Meeting.
As of the close of business on the Record Date, the Company had
10,998,166shares of common stock outstanding and entitled to vote at the
Annual Meeting. The presence at the Annual Meeting of a majority of
these shares of common stock of the Company, either in person or by proxy,
will constitute a quorum for the transaction of business at the Annual
Meeting. The Company's Secretary, Lawrence M. Davis, will tabulate votes
cast by proxy and act as inspector of elections to tabulate votes cast in
person at the Annual Meeting. Each outstanding share of common stock on
the Record Date is entitled to one vote on all matters.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and are, therefore,
included for purposes of determining whether a quorum of shares is present
at the Annual Meeting. Abstentions are included in determining the number
of shares voted on the proposals submitted to stockholders (other than the
election of directors) and will have the same effect as a "no" vote on
such proposals. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular matter because the
nominee does not have the discretionary voting power with respect to that
matter and has not received instructions from the beneficial owner.
Broker "non-votes," and shares as to which proxy authority has been withheld
with respect to any matter, are generally not deemed to be
entitled to vote for purposes of determining whether stockholders'
approval of that matter has been obtained.
With respect to proposals 1 and 2 of this proxy statement, the affirmative
vote of a majority of the shares of common stock represented and voted at
the Annual Meeting is required for approval of the amendment to the
Amended and Restated Certificate of Incorporation to change the Company's
name and ratification of the independent auditors. Abstentions will have
the same effect as "no" votes on proposals 1 and 2, whereas broker
"non-votes" will have no effect on such proposals.
The Proxy
The persons named as proxyholders, James D. Durham and Lawrence M. Davis,
were selected by the Company's board of directors and currently serve as
executive officers of the Company.
All shares represented by each properly executed, unrevoked proxy received
in time for the Annual Meeting will be voted in the manner specified
therein. If no specification is made on the proxy as to any one or more
of the proposals, the common stock of the Company represented by the proxy
will be voted as to the proposal for which no specification is given as
follows: FOR the amendment of Company's Amended and Restated Certificate
of Incorporation to change the Company's name to "Crdentia Corp.", FOR the
ratification of the recommendation of BDO Seidman, LLP, as the Company's
independent auditors for the 2003 fiscal year and, with respect to any
other matters that may come before the Annual Meeting, at the discretion
of the proxyholders. The Company does not presently know of any other
such business to be conducted at the Annual Meeting.
Revocability of Proxy
If the shares of common stock are held in your name, you may revoke your
proxy given pursuant to this solicitation at any time before the proxy
card is voted by: (i) delivering to the Company (to the attention of
Lawrence M. Davis, the Company's Secretary), at the address of the
Company's principle executive offices, a written notice of revocation or a
duly executed proxy bearing a later date, or (ii) attending the Annual
Meeting and voting in person. If your shares are held in "street name,"
you should follow the directions provided by your broker regarding how to
revoke your proxy. Your attendance at the Annual Meeting after having
executed and delivered a valid proxy card will not in and of itself
constitute a revocation of your proxy. You will be required to give oral
notice of your intention to vote in person to the inspector of elections
at the Annual Meeting.
PROPOSAL NO. 1
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME.
The Company's Amended and Restated Certificate of Incorporation currently
provides that the Company's name is "Lifen, Inc." An increasing portion
of the Company's overall operational strategy is to offer services in the
temporary medical staffing industry, which services the Company had
originally planned to operate under a division with the trade name
"Crdentia". Because the Company foresees that this division will
constitute a substantial portion of the Company's overall operations, the
Company believes that changing its name to "Crdentia Corp." will better
reflect the Company's current business focus.
By approving this proposal, the stockholders will authorize the board of
directors to amend the Company's Amended and Restated Certificate of
Incorporation to reflect this name change. The amendment to the Amended
and Restated Certificate of Incorporation will take substantially the
following form:
"Article I is hereby replaced with a new Article I - 'The name of this
corporation is Crdentia Corp.' "
Required Vote
The affirmative vote of the holders of a majority of the shares of the
Company's common stock present or represented at the Annual Meeting is
required to approve the amendment to the Company's Amended and Restated
Certificate of Incorporation. Abstentions will have the same effect as
"no" votes on this proposal, whereas broker "non-votes" will have no
effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
BDO Seidman, LLP, is being recommended to the shareholders by the board of
directors to be the Company's independent auditors for the fiscal year
ending December 31, 2003. If this recommendation is ratified by the
shareholders, then the appointment of BDO Seidman, LLP will become
effective as of the date of the Annual Meeting. The Company anticipates
that the proposed audit partner from BDO Seidman, LLP will attend the
Annual Meeting to respond to appropriate questions from shareholders in
attendance. In the event that ratification of this selection of
independent auditors is not approved by a majority of the shares of common
stock voting at the Annual Meeting in person or by proxy, management will
review its future selection of independent auditors.
The Company's current independent auditor is Sanford H. Feibusch, CPA, PC.
In connection with his services to the Company in the fiscal year ended
December 31, 2002, Mr. Feibusch prepared (i) a report dated February 5,
2003 on the Company's consolidated financial statements for the four
months ended December 31, 2002 and 2001, and for the period from November
10, 1997 (date of inception) to December 31, 2002, and (ii) a report dated
November 7, 2002 on the Company's consolidated financial statements for
the years ended August 31, 2002 and 2001, and for the period from November
10, 1997 (date of inception) to August 31, 2002. Neither report contained
an adverse opinion or disclaimer of opinion nor was either qualified or
modified as to uncertainty, audit scope, or accounting principles. Both
opinions were qualified, however, as to the Company's ability to sustain
itself as a going concern without securing additional funding. In
addition, with respect to each of the reports, there were no disagreements
with Mr. Feibusch on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to the satisfaction of Mr. Feibusch would
have caused him to make reference thereto in his report on the financial
statements for such periods. The Company provided Mr. Feibusch with a
copy of the foregoing disclosures and advised him in writing that, if he
believed such disclosures to be incorrect or incomplete, he could present
his views in a brief statement, ordinarily expected not to exceed 200
words, to be included in this proxy statement.
Fees paid to Mr. Feibusch in 2002 were as follows:
Audit Fees. $7,000 for the audit of consolidated financial statements for
(i) the four months ended December 31, 2002 and 2001, and for the period
from November 10, 1997 (date of inception) to December 31, 2002, and (ii)
the for the years ended August 31, 2002 and 2001, and for the period from
November 10, 1997 (date of inception) to August 31, 2002.
Financial Information Systems Design and Implementation Fees. None.
All Other Fees. None.
The Company's management and board are in favor of this change because of
the Company's probable transition from a development stage company to an
operating company in conjunction with the proposed acquisition of New Age
Staffing, Inc. As such, both the potential size and geographic diversity
of the Company could exceed Mr. Feibusch's capacity to provide the
appropriate level of professional service since he is a sole practitioner.
Required Vote
The affirmative vote of the holders of a majority of the shares of the
Company's common stock present or represented at the Annual Meeting is
required to approve the ratification of the selection of BDO Seidman, LLP
as the Company's independent auditors for year 2003. Abstentions will
have the same effect as "no" votes on this proposal, whereas broker
"non-votes" will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE SELECTION OF BDO SEIDMAN, LLP.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2002, the end of the
Company's fiscal year, information with respect to: (1) any person known
by the Company to own beneficially more than five (5%) percent of the
Company's common stock, based on 10,998,166 shares issued and outstanding
as of the end of December 31, 2002, (2) common stock owned beneficially by
each officer or director of the Company, and (3) the total of the
Company's common stock owned beneficially, directly or indirectly, by the
Company's officers and directors.
Name and address of Number of Percent
Beneficial Owner Shares Owned Of Class
James D. Durham and
Sandra J. Durham, JTWROS (1) (2) (4)* 980,000 8.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Paine Weber, Custodian for 40,000 0.36%
the IRA FBO James Durham (2) (5)*
455 Market Street, Suite 1220
San Francisco, CA 94105
Malahide Investments (1) (6) 980,000 8.91%
P.O. Box 170, Churchill Building
Grand Turk
Turks & Caicos Islands
Robert Gordon (1) 760,000 6.91%
444 Madison Avenue, Suite 2904
New York, NY 10022
Parthian Securities (1) 704,286 6.40%
36 Boulevard Helvetique
1207 Geneva, Switzerland
John Messina (1) (7) 616,000 5.60%
11 Wyman Street
Rye Brook, NY 10573
Pamela Atherton (2)(8)* 399,931 3.64%
455 Market Street, Suite 1220
San Francisco, CA 94105
Lawrence M. Davis (2)(8)* 299,949 2.73%
455 Market Street, Suite 1220
San Francisco, CA 94105
Robert J. Kenneth (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Robert P. Oliver (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Joseph M. DeLuca (2)(9)* 100,000 0.91%
455 Market Street, Suite 1220
San Francisco, CA 94105
Officers and Directors
as a group (6 persons) (3) 2,019,880 18.37 %
* Officer and/or Director
(1) Persons known by the Company to own beneficially more than five
percent (5%) of the Company's common stock.
(2) Common stock owned beneficially by each officer and director of
the Company.
(3) The total number of shares of the Company's common stock owned
beneficially, directly or indirectly, by the officers and directors of
the Company as a group.
(4) Shares owned by James D. Durham, Chief Executive Officer and
Chairman of the board of directors of the Company, and his wife, Sandra
J. Durham, as Joint Tenants with Rights of Survivorship.
(5) James D. Durham, Chief Executive Officer and Chairman of the board
of directors of the Company, is the beneficiary of Paine Webber as
custodian of these shares.
(6) James D. Durham is an advisor to Malahide Investments but has no
beneficial interest in the shares of the Company owned by Malahide
Investments.
(7) John Messina is the brother of Joseph J. Messina, sole officer
and director of Wilmont Holdings Corp., a corporate shareholder of the
Company. Mr. Messina does not have voting or dispositive control over
the shares held by Wilmont Holdings Corp.
(8) Shares vest over a four year period, with a vesting start date of
November 1, 2002.
(9) Shares vest over a three year period, with a vesting start date of
October 22, 2002.
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to Be Brought Before an Annual
Meeting. To be considered for presentation to the annual meeting of the
Company's stockholders to be held in 2004, a stockholder proposal must be
received by the Company's Secretary, Lawrence M. Davis, at 455 Market
Street, Suite 1220, San Francisco, California 94105, no later than January
16, 2004.
Requirements for Stockholder Proposals to Be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant
to Rule 14a-8 under the Exchange Act and intended to be presented at the
annual meeting of the Company's stockholders to be held in 2004 must be
received by the Company's Secretary, Lawrence M. Davis, at 455 Market
Street, Suite 1220, San Francisco, California 94105, no later than January
16, 2004 in order to be considered for inclusion in the Company's proxy
materials for that meeting.
OTHER MATTERS
Form 10-KSB
The Company's transition report on Form 10-KSB for the four months ended
December 31, 2002 was filed with the Securities and Exchange Commission on
March 11, 2003. The Company's annual report on Form 10-KSB for the fiscal
year ended August 31, 2002 was filed with the Securities and Exchange
Commission on November 27, 2002. Upon written request to the Company's
Secretary, Lawrence M. Davis, at the address of the Company's principal
executive offices, the exhibits set forth on the exhibit index of the Form
10-KSB may be made available at a reasonable charge.
Householding of Annual Meeting Materials
In December 2000, the Securities and Exchange Commission adopted new rules
that permit the Company to send a single set of annual reports and proxy
statements to any household at which two or more stockholders reside if
the Company believes they are members of the same family. Each
stockholder will continue to receive a separate proxy card. The Company
is instituting this householding procedure for all consenting accounts for
the 2003 proxy season. However, upon written request to the Company's
Secretary, Lawrence M. Davis, at the address of the Company's principal
executive offices, you may revoke your decision to household, and the
Company will deliver a separate copy of the annual report or proxy
statement, as applicable, to you at the shared address within 30 days of
your request.
A number of brokerage firms have already instituted householding. If your
family has multiple accounts of our stock, you may have received
householding notification from your broker. Please contact your broker
directly if you have questions, require additional copies of the proxy
statement or annual report, or wish to revoke your decision to household,
and thereby receive multiple reports.
Other Matters
The board of directors knows of no other business which will be presented
at the Annual Meeting. If any other business is properly brought before
the Annual Meeting, it is intended that proxies in the enclosed form will
be voted in respect thereof in accordance with the judgments of the
proxyholders.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ James D. Durham
James D. Durham
Chairman of the Board and
Chief Executive Officer
May 15, 2003
San Francisco, California
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
LIFEN, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 2003
The undersigned hereby appoints James D. Durham and Lawrence M. Davis, or
either of them, each with the power of substitution, and hereby authorizes
each of them to represent and to vote as designated below all of the
shares of Common Stock of Lifen, Inc. that the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held at 1:30 p.m.,
Pacific Daylight Time on May 28, 2003 at the offices of Morrison &
Foerster LLP, 425 Market Street, San Francisco, California 94105, or any
adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please mark your
votes as indicated
in this example.
1. Proposal to approve an amendment to the Company's Amended and
Restated Certificate of Incorporation to change the Company's name to
"Crdentia Corp."
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of BDO Seidman, LLP as the
independent auditors for the Company for the fiscal year ending December
31, 2003.
FOR AGAINST ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED REPLY ENVELOPE.
SIGNATURE(S) DATED: , 2003
Please sign exactly as your name appears on this proxy card. If shares
are held jointly, each person should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership
name by authorized person.
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