CLX Medical, Inc. Files Definitive 14C Reporting Changes to Articles of Incorporation to Prepare Company for Execution of Acquisition Strategy
2008-07-28 12:43:00
CLX Medical, Inc. Files Definitive 14C Reporting Changes to Articles of Incorporation to Prepare Company for Execution of Acquisition Strategy
CLX Medical, Inc. Files Definitive 14C Reporting Changes to Articles of Incorporation to Prepare Company for Execution of Acquisition Strategy
Additional Products in the Medical Diagnostic Testing Market Are Targeted
MURRIETA, CA–(EMWNews – July 28, 2008) – CLX Medical, Inc. (
focused on the launch and distribution of unique medical diagnostic testing
products, today filed a Schedule 14C Information Statement with the
Securities and Exchange Commission reporting majority shareholder approval
on proposals that effect the capital structure of the company. The changes
were initiated by the company’s Board of Directors in order to properly
position CLX to execute an acquisition strategy over the next several
months.
The information statement reported to stockholders of CLX Medical that a
special meeting of shareholders was held on July 25, 2008 at the company’s
corporate offices. At that meeting, principal shareholders, who
collectively represented 64% of the common stock outstanding as of the
meeting date, were either present or voted in absentia.
The two proposals to amend the company’s Articles of Incorporation
considered at the special meeting were: 1) to consider and vote upon a
proposal to increase the number of shares of capital stock that the company
is authorized to issue to 5,000,000,000); and 2) to consider and vote upon
a proposal to effect a reverse split of the company’s common stock at a
ratio of up to one-for-two thousand during the twelve month period
following the date of the special meeting of shareholders. All of the
principal shareholders represented at the meeting voted in favor of the
proposals. Accordingly, no proxies will be solicited regarding the
proposals.
In the information statement filed today, it is reported that the CLX Board
of Directors believes that the increase in the number of authorized shares
is in the best interest of the company in that it will provide available
shares which could be issued for various corporate purposes, including
acquisitions, stock dividends, stock splits, stock options, convertible
debt, and equity financings. The filing also expresses the Board’s belief
that a future reverse split may increase the trading price of the common
stock generating greater investor interest, thereby enhancing the
marketability of the common stock to the financial community. In addition,
the resulting reduction in the number of issued and outstanding shares of
common stock, together with the increase in the number of authorized shares
of capital stock, will provide the company with additional authorized but
unissued shares which could also be utilized for various corporate
purposes, including acquisitions or mergers, stock dividends, stock splits,
stock options, convertible debt, and equity financings.
CLX recently announced that it has completed the major elements of its due
diligence on an additional rapid diagnostic device for the medical market
that has been targeted by the company for acquisition and that it expects
to announce the name of the product within the next two weeks. The due
diligence process that was initiated with the signing of a letter of intent
for the acquisition included a detailed analysis of the product and
extensive research into the current and potential future market for the
product. The last phase of the process will include an in-depth analysis
of competitive strengths and is part of an ongoing study of the product by
a clinical laboratory affiliated with a major U.S. university. This last
phase will culminate in a meeting with the contracted manufacturer of the
device scheduled for the end of July. Subsequent to that meeting, CLX
expects to proceed to a definitive agreement and release the name of the
product to be acquired.
The company will also consider additional potential acquisitions in the
medical diagnostic testing market segment, and the amendments to the
Articles of Incorporation are expected to provide the company with
sufficient flexibility to execute its acquisition strategy.
Robert McCoy, chairman of CLX Medical, stated, “The Board is confident that
with flexibility provided by passage of the proposals contained in the 14C
filing, CLX is poised to successfully execute an acquisition strategy
designed to significantly enhance the future potential of the company.
While we continue to devote the appropriate amount of time and resources to
the development of Zonda’s chlamydia test, CLX is concurrently pursuing the
acquisition of additional medical diagnostic testing products that CEO Vera
Leonard and the rest of the CLX management team believe have the best
worldwide market potential. The proposals approved at the special meeting
will provide the framework to allow this acquisition strategy to be
implemented.”
The acquisition that is currently targeted under the letter of intent, as
well as others that the company has identified for potential acquisition,
present considerable synergies with the product line of Zonda,
Incorporated, a majority owned subsidiary of CLX that has developed a rapid
point of care test for chlamydia. CLX is currently preparing to initiate
clinical trials for the Zonda chlamydia test as part of the effort to
achieve FDA clearance for the product. A validation study is underway to
perfect the testing protocol in preparation for the clinical trials.
To sign up to receive information by email directly from CLX Medical, Inc.
when new press releases, investor newsletters, SEC filings, or other
information is disclosed, please visit
http://www.clxinvestments.com/email.php.
About CLX Medical, Inc.
CLX Medical, Inc. (www.clxinvestments.com) holds a 51% equity interest in
Zonda, Inc., which has developed rapid point of care tests for medical and
non-medical markets, and CLX recently announced a letter of intent to
acquire another rapid diagnostic device for the medical market. CLX has
also invested, and holds a common stock position, in ActionView
International, Inc. (www.actionviewinternational.com), a publicly traded
global manufacturer and marketer of “smart” scrolling advertising
billboards.
All statements included in this release, including statements regarding
potential future plans and objectives of CLX Medical, Inc. are
forward-looking statements. Such statements are necessarily subject to
risks and uncertainties, some of which are significant in scope and nature
beyond CLX Medical’s control. There can be no assurance that such
statements will prove accurate. Actual results and future events could
differ materially from those anticipated in such statements depending on
many factors. Historical results are not necessarily indicative of future
performance.
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