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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[x] Definitive Information Statement
ORTHODONTIX, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee required.
[ ] 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 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:
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(4)Date Filed:
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ORTHODONTIX, INC.
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Dear Stockholders:
We are writing to advise you that we intend to amend our Articles of
Incorporation to increase our authorized shares of Common Stock, par value
$.0001 per share, to 1,500,000,000 shares. This action was approved on June
9, 2006 by our Board of Directors. In addition, two shareholders who hold a
majority of our issued and outstanding voting securities also approved this
action on June 9, 2006, by written consent in lieu of a special meeting in
accordance with the relevant sections of the Florida Business Corporation
Act. We will file the Articles of Amendment to our Articles of
Incorporation, a copy of which is attached hereto as Exhibit A, with the
Secretary of State of Florida on or about July 14, 2006.
As described hereafter, this action will enable us to take quicker
advantage of acquisition and/or merger opportunities that may become
available to us by having sufficient shares authorized to enter into such
transactions. Our Board believes this action may assist us in attracting
possible acquisition candidates.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above
before they take place in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934. This information statement is first mailed to you on
or about June 23, 2006.
Please feel free to call us at (305) 371-4112 should you have any
questions on the enclosed Information Statement. We thank you for your
continued interest in Orthodontix.
For the Board of Directors of
Orthodontix, Inc.
By:/s/Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn,
Chairman and President
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ORTHODONTIX, INC.
1428 Brickell Avenue, Suite 105
Miami, Florida 33131
Telephone (305) 371-4112
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Orthodontix, Inc., a Florida corporation (the "Company") in connection with
the adoption of an Amendment to our Articles of Incorporation by written
consent of our Board of Directors and the holders of a majority of our issued
and outstanding voting securities in lieu of a special meeting. On June 9,
2006 our Board of Directors approved an amendment to our Articles of
Incorporation to increase our authorized common stock to 1,500,000,000
shares, par value $.0001 (the "Amendment"). This action will become
effective on the date of filing the Amendment with the Florida Secretary of
State (the "Effective Date of the Amendment") in accordance with the written
consent of our directors and the holders of a majority of our issued and
outstanding common stock and in accordance with the relevant sections of the
Florida Business Corporation Act.
As of June 12, 2006 there are 5,830,856 shares of our common stock
issued and outstanding. The following shareholders who collectively own
approximately 57% of our outstanding common stock, which is in excess of the
required majority of outstanding voting securities necessary for the adoption
of this action, have executed a written consent approving the Amendment:
Stockholder No. of Shares Owned
Frost Gamma Investments Trust 2,965,428
Glenn L. Halpryn 380,100
TOTAL ----------
3,345,528
==========
The increase in the number of authorized shares will not change the
number of currently outstanding shares of common stock or the percentage of
the Company's common stock that you now own. Only the issuance of additional
shares will affect your percentage of ownership. Issuance of additional
shares may have the effect of diluting book value per share as well as your
percentage of ownership. As of the date of this Information Statement, we
have not taken any action and do not have any commitments to issue any of the
additional authorized shares.
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As described hereafter, it is hoped that these actions will enable the
Company to respond more quickly to any merger or acquisition opportunities
that may become available to us. Our Board believes this Amendment may make
our Company more attractive to possible acquisition candidates. We cannot
assure you, however, that this Amendment will result in our effecting a
merger or acquisition or otherwise make our Company more attractive to
acquisition candidates or potential investors.
The elimination of the need for a meeting of stockholders to approve
this action is made possible by Section 607.0704 of the Florida Business
Corporation Act, which provides that the written consent of the holders of
outstanding shares of voting stock, having not less than the minimum number
of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted,
may be substituted for such a meeting. In order to eliminate the costs
involved in holding a special meeting, our Board of Directors voted to
utilize the written consent of the holders of a majority in interest of our
voting securities.
Pursuant to Section 607.0704 of the Florida Business Corporation Act, we
are required to provide prompt notice of the taking of the corporate action
without a meeting of stockholders to all stockholders who did not consent in
writing to such action. This Information Statement serves as this notice.
This Information Statement is first being mailed on or about June 23, 2006 to
stockholders of record, and is being delivered to inform you of the corporate
actions described herein before they take effect in accordance with Rule 14c-
2 of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the beneficial owners of our voting securities held of record by them and we
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
No Dissenter's Rights
No dissenter's rights are afforded to our stockholders under Florida law
as a result of the adoption of the Amendment.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding
share on all matters submitted to our stockholders. The following table
contains information regarding record ownership of our common stock as of
June 12, 2006 held by:
* persons who own beneficially more than 5% of our outstanding
voting securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
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Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) Owned
------------------------------------------------------------------
Phillip Frost, M.D. 2,965,428(2) 51.0%
4400 Biscayne Blvd.
Miami, FL 33137
Stephen Grussmark 450,000(3) 7.7%
7400 North Kendall Drive Suite 704
Miami, FL 33156
Glenn L. Halpryn 380,100 6.5%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Alan Jay Weisberg 4,201 0.07%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
Noah Silver 0 0%
1428 Brickell Avenue, Suite 105
Miami, FL 33131
All Officers and 384,301 6.6%
Directors as a Group(2)
Total Shares Outstanding
as of June 12, 2006 5,830,856
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
after June 12, 2006 are deemed outstanding, while such shares are not deemed
outstanding for purposes of computing percentage ownership of any other
person. Unless otherwise indicated in the footnotes below, the persons and
entities named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable.
(2) Represents shares of Common Stock held by Frost Gamma Investments
Trust, of which Frost Gamma Limited Partnership is the sole and exclusive
beneficiary. Dr. Frost is the sole limited partner of Frost Gamma, L.P. The
general partner of Frost Gamma, L.P. is Frost Gamma, Inc. and the sole
shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is
also the sole shareholder of Frost-Nevada Corporation.
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(3) Represents shares of Common Stock held in various trusts for which
either Dr. Grussmark or his wife is the sole trustee and the beneficiaries of
which are Dr. Grussmark, his wife or his children.
THE AMENDMENT
On June 12, 2006, we had 5,830,856 shares of our common stock
outstanding. Currently, there are 100,000,000 shares of common stock
authorized. There are also 100,000,000 shares of preferred stock authorized,
none of which have ever been issued.
We have realized, in the evaluation of various merger and acquisition
candidates that, given our limited amount of cash, we would need additional
authorized shares to complete a merger or acquisition utilizing our shares.
Therefore, we decided to authorize additional shares at this time to position
the Company to take quick advantage of opportunities that may arise and to
avoid the delay and expense of authorizing additional shares at a later date
in connection with an acquisition. This increase in authorized shares will
empower our board of directors under certain circumstances to issue the
additional shares without prior notice to our shareholders and without their
approval.
The Amendment will not affect your stock ownership in any way. The
issuance of additional common stock, however, will decrease your percentage
of ownership of the Company.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms 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., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the
SEC's web site at www.sec.gov.
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EXHIBIT A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ORTHODONTIX, INC.
1. The name of the corporation filing these Articles of Amendment is
Orthodontix, Inc. (the "Corporation").
2 Article III of the Articles of Incorporation of the Corporation is
amended as follows to increase the Corporation's authorized shares of common
stock:
Article III - Capital Stock
The Corporation is authorized to issue the following
shares of capital stock: (a) 1,500,000,000 shares of common
stock, par value $.0001 per share (the "Common Stock");
and (b) 100,000,000 shares of preferred stock, par value
$.0001 per share (the "Preferred Stock").
3. The foregoing amendment was duly adopted by unanimous written consent
of the directors and a majority of the shareholders of the Corporation on June
9, 2006.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Orthodontix, Inc. have executed these Articles of Amendment on behalf of the
Corporation on this 9th day of June, 2006.
ORTHODONTIX, INC.
By:/s/Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn,
Chairman and President
By:/s/Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg,
Secretary
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