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
Check
the appropriate box:
x
Preliminary Information
Statement
o
Confidential, for use
of the Commission only (as permitted by Rule 14c-5(d)(21))
o
Definitive Information
Statement
CHINA
SKY ONE MEDICAL, INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required
|
o
|
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 is calculated and state how it was
determined.):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
(5)
|
Total
Fee Paid:
|
|
o
|
Fee
paid previously with preliminary
materials.
|
|
o
|
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:
CHINA
SKY ONE MEDICAL, INC.
ROOM
1706, NO. 30 DI WANG BUILDING,
GAN
SHUI ROAD,
NANDANG
DISTRICT, HARBIN, PEOPLE’S REPUBLIC OF CHINA 150001
Telephone:
86-451-53994073
NOTICE
OF STOCKHOLDER ACTION TO BE TAKEN
PURSUANT
TO THE WRITTEN CONSENT OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This
information statement (the AInformation
Statement@)
is
being furnished to stockholders of China Sky One Medical, Inc., a Nevada
corporation (the ACompany@)
connection with the approval by our Board of Directors and holders of a majority
of our common stock to do the following:
|
1.
|
Amend
the Company=s
Articles of Incorporation to increase the number of authorized shares
of
common stock from twenty million (20,000,000) shares to fifty million
(50,000,000) shares (the “Amendment”).
|
Stockholders
of record at the close of business on September 30, 2008 (the “Record
Date”)
are
entitled to notice of this stockholder action by written consent. Stockholders
representing a majority of our issued and outstanding shares of common stock
have consented in writing to the action to be taken. Accordingly, your approval
is not required and is not being sought and you will not have dissenters'
rights.
Please
read this notice carefully. It describes the change in the Company’s
capitalization and contains certain related information. Additional information
about the Company is contained in its current and periodic reports filed with
the United States Securities and Exchange Commission (the ACommission@).
These
reports, their accompanying exhibits and other documents filed with the
Commission may be inspected without charge at the Public Reference Section
of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
Copies of such material may also be obtained from the Commission at prescribed
rates. The Commission also maintains a Web site that contains reports, proxy
and
information statements and other information regarding public companies that
file reports with the Commission. Copies of these reports may be obtained from
the Commission=s
EDGAR
archives at http://www.sec.gov/index.htm.
Pursuant
to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, the change in the Company’s capital
structure cannot become effective until twenty (20) days after the date this
Information Statement is mailed to the Company's stockholders. We anticipate
that the Amendment will become effective on or after November 1,
2008.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS=
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
| By Order of the Board of Directors | ||
| |
|
|
| /s/ Yan-qing Liu | ||
|
Yan-qing Liu |
||
| Chairman, Chief Executive Officer and President | ||
PRELIMINARY
INFORMATION STATEMENT
PURSUANT
TO SECTION 14 OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS
AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
____________________
This
Information Statement is being mailed to inform the stockholders of action
taken
without a meeting upon the written consent of the holders of a majority of
the
outstanding shares of the common stock of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This
Information Statement has been filed with the Securities and Exchange Commission
(the “Commission”)
and is
being furnished to the holders of the outstanding shares of common stock, par
value $0.001 (the “Common
Stock”),
of
China Sky One Medical, Inc., a Nevada corporation (the “Company”).
The
purpose of this Information Statement is to provide notice that a majority
of
the Company's stockholders have, by written consent in lieu of a meeting,
approved an amendment (the “Amendment”)
to the
Company’s Articles of Incorporation to increase the number of authorized shares
of common stock from twenty million (20,000,000) shares to fifty million
(50,000,000) shares.
The
Company will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing.
As
a the
Board of Directors of the Company (the “Board”)
and a
majority of the Company's stockholders have already approved of the Amendment
by
written consent, the Company is not seeking approval for the Amendment or
related capitalization change from any of the Company's remaining stockholders,
and the Company's remaining stockholders will not be given an opportunity to
vote on the Amendment. All necessary corporate approvals have been obtained,
and
this Information Statement is being furnished solely for the purpose of
providing advance notice to the Company's stockholders of the Amendment
increasing the number of our authorized shares of common stock as required
by
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
EXPECTED
DATE FOR EFFECTING THE CAPITALIZATION CHANGE
Under
Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the
Amendment cannot be effected until 20 days after the date that a Definitive
Information Statement is sent to the Company's stockholders. This Information
Statement is being mailed on or about October 12, 2008 (the “Mailing
Date”)
to the
stockholders of the Company as of the close of business on September 30, 2008
(the “Record
Date”).
The
Company expects to effect the filing of the Amendment with the Nevada Secretary
of State approximately 20 days after the Mailing Date. The effective date of
the
Amendment therefore, is expected to be on or after November
1, 2008.
PURPOSE
AND EFFECT OF CAPITALIZATION CHANGE
Currently,
15,884,939 shares of common stock are outstanding with over an additional
approximately 2,939,422 shares issuable upon exercise of outstanding warrants
and or issuable under our option plan. Our Articles of Incorporation authorize
only 20,000,000 shares of common stock, leaving a small margin of additional
shares available for future issuances. The principal purpose of the Amendment
increasing our
authorized common stock is to make available additional shares of our capital
stock if our Board determines that it is necessary or appropriate to permit
future stock dividends or stock splits or to issue additional shares to raise
capital through the sale of securities, to acquire one or more other companies
or their businesses or assets, to establish strategic relationships with
corporate partners, to provide equity incentives to employees, officers,
or
directors or to pursue other matters. The increase in our authorized capital
will not have any immediate effect on the rights of our existing stockholders.
To
the extent that additional authorized shares are issued in the future, such
issuance may decrease our existing stockholders' percentage equity ownership
and, depending on the price at which they are issued, could be dilutive to
our
existing stockholders. The holders of our common stock have no preemptive
rights. The increase in our authorized capital will not have any immediate
effect on the rights of our existing stockholders.
We
currently have no plans to issue the additional authorized shares other than
shares underlying existing options or warrants or that may be issued under
a
make whole provision of our private equity financing in January 2008. In
addition, we continue to explore possible acquisition transactions, some of
which could involve the issuance of additional shares from time to time and/or
the incurring of additional indebtedness in order to consummate such
transactions. Finally, the Company may issue additional shares from time to
time
to its consultants or employees as compensation for services performed for
the
Company.
The
increase in the number of authorized shares and the subsequent issuance of
such
shares could also have the effect of delaying or preventing a change in control
of the Company without further action by our stockholders. Shares of authorized
and unissued common stock and preferred stock could (within the limits imposed
by applicable law and stock exchange policies) be issued in one or more
transactions that would make a change in control of the Company more difficult,
and therefore, less likely. For example, such shares could be privately placed
with purchasers who might side with the Board in opposing a hostile takeover
bid. Any such issuance of additional stock could have the effect of diluting
our
earnings per share and book value per share of outstanding shares of our common
stock or the stock ownership and voting rights of a person seeking to obtain
control of the Company. The
relative rights and limitations of the shares of common stock will remain
unchanged under the Amendment.
The
Company does not have any other provisions in its articles or incorporation,
by-laws, employment agreements, or any other documents that have material
anti-takeover consequences. Additionally, the Company has no plans or proposals
to adopt other provisions or enter into other arrangements, except as disclosed
below, that may have material anti-takeover consequences. The Board is not
aware
of any attempt, or contemplated attempt, to acquire control of the Company,
and
this proposal is not being presented with the intent that it be utilized as
a
type of anti-takeover device.
There
are currently no plans, arrangements, commitments or understandings for the
issuance of the additional shares of common stock which are proposed to be
authorized.
We
will
accomplish the increase in our authorized common stock by filing of the
Amendment to our Articles of Incorporation with the Nevada Secretary of State
on
or about November
1, 2008. The form of the Certificate of Amendment to our Articles of
Incorporation is attached hereto as Appendix
A.
RIGHTS
ASSOCIATED WITH SECURITIES
There
will be no changes to any of the rights or priveledges associated with our
common stock. The following summarizes the rights of holders of our common
stock
before and after the filing of the Amendment relating to the capitalization
change:
|
·
|
Each
holder of shares of common stock is entitled to one vote per share
on all
matters to be voted on by our stockholders generally, including the
election of directors;
|
|
·
|
There
are no cumulative voting rights;
|
|
·
|
The
holders of our common stock are entitled to dividends and other
distributions as may be declared from time to time by the Board out
of
funds legally available for that purpose, if any, subject to any
dividend
rights of the preferred stock, if
any;
|
|
·
|
Upon
our liquidation, dissolution or winding up, the holders of shares
of
common stock will be entitled to share ratably in the distribution
of all
of our assets remaining available for distribution after satisfaction
of all our liabilities and the payment of the liquidation preference
of any outstanding preferred stock; and
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|
·
|
The
holders of common stock have no preemptive or other subscription
rights to
purchase shares of our stock, and are not entitled to the benefits
of any
redemption or sinking fund provisions.
|
Preferred
Stock
The
board may issue from time to time, one or more classes of preferred stock,
in
one or more series, each with liquidation preferences, voting rights,
anti-dilution protections, pre-emptive rights or other rights, benefits or
privileges that are superior, equal or inferior to the rights, preferences
and
privileges of the holders of common stock and, that could have the effect or
preventing or delaying a change of control, or that would dilute the benefits
and rights given to common stock holders in the event of a change of control
or
in the event of a liquidation. In addition, preferred stock holders may be
given rights to veto or approve certain matters without consent of other
stockholders or to appoint one or more directors and to approve or disapprove
of
certain contracts. Currently, the Board has not designated any shares or series
of preferred stock and has no present intentions to designate or issue such
shares.
Dissenter’s
Rights
Pursuant
to the NRS, stockholders of our common stock are not entitled to
dissenters' rights of appraisal with respect to the increase of our authorized
common stock from 20,000,000 shares to 50,000,000 shares and filing of the
Amendment.
Dividends
We
have not declared or paid cash dividends or made distributions in the past,
and
we do not anticipate paying cash dividends or making distributions in the
foreseeable future. We currently intend to retain and reinvest future
earnings, if any, in order to finance our operations.
ACTION
TAKEN BY WRITTEN CONSENT
The
Company's board of directors (the “Board”)
adopted resolutions approving and authorizing the Amendment by unanimous written
consent in lieu of a meeting and selected and fixed September 30, 2008 as the
Record Date for determining the stockholders entitled to give written consent
and/or to receive this Information Statement. Effective as of September 30,
2008, a majority of the stockholders of the Company took action by written
consent and approved an amendment to the Company’s Articles of Incorporation
with respect to the Capitalization Change.
As
of the
Record Date, the Company has authorized capital stock of 25,000,000 shares,
of
which 20,000,000 are shares of common stock and 5,000,000 are shares of
preferred stock with 15,468,884 of common stock and no shares of preferred
stock
outstanding on such date.
The
following 6 shareholders, holding an aggregate of 8,158,251
shares constituting approximately 51.35%
of our 15,884,939 shares outstanding authorized voting stock, voted in favor
of
the Amendment:
|
Name
|
Number
of Shares
|
|||
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Liu
Yan-qing
|
4,665,493
|
|||
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Han
Xiao-yan
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1,406,717
|
|||
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Zhang
Yun Fang (Chairman’s spouse)
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526.170
|
|||
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Liu
Meng Shi (Chairman’s daughter)
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507,531
|
|||
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Meng
Xiu Hua
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526,170
|
|||
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Wang
Liang Bo
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526,170
|
|||
|
TOTAL
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8,158,251
|
|||
Holders
of Common Stock of the Company have no preemptive rights to acquire or subscribe
to any of the additional shares of Common Stock.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders.
Pursuant
to Section 78.390 of the Nevada Revised Statutes (the “NRS”),
the approval of a majority of the Company's voting power is required in order
to
effectuate the Amendment. Section 78.320(2) of the NRS eliminates the need
to
hold a special meeting of the Company's stockholders to approve the Amendment
and related capitalization change by providing that, unless the Company's
Articles of Incorporation or Bylaws state otherwise, any action required or
permitted to be taken at a meeting of the stockholders may be taken without
a
meeting if, before or after the action, a written consent is signed by
stockholders holding at least a majority of the Company's voting power in favor
of such action. Neither the Articles of Incorporation or the Bylaws of the
Company state otherwise.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following
table sets forth certain information regarding the beneficial ownership of
common stock of the Company by (i) each person who, to the Company’s knowledge,
owns more than 5% of its Common Stock, (ii) each of the Company’s named
executive officers and directors, and (iii) all of the Company’s named executive
officers and directors as a group. Shares of the Company’s Common Stock subject
to options, warrants, or other rights currently exercisable, or exercisable
within 60 days of the date hereof, are deemed to be beneficially owned and
outstanding for computing the share ownership and percentage of the person
holding such options, warrants or other rights, but are not deemed outstanding
for computing the percentage of any other person. As of the date hereof,
the
Company has 15,884,939 shares of Common Stock issued and
outstanding.
|
Common
Stock Beneficially Owned
|
|||||||
|
Name,
Title and Address(1)
|
Number(2)
|
|
|
Percent
|
|||
|
5%
Stockholders:
|
|||||||
|
Pope
Investments II LLC(3)
5100
Poplar Avenue, Suite 805
Memphis,
TN 38137
|
1,391,000
|
8.7
|
%
|
||||
|
Named
Executive Officers and Directors:
|
|||||||
|
Liu
Yan Qing(4)
Chief
Executive Officer, President and Chairman of the Board of
Directors
|
5,208,663
|
33.6
|
%
|
||||
|
Han
Xiao Yan(5)
Vice
Chairman of the Board of Directors
|
1,418,717
|
9.1
|
%
|
||||
|
Zhang
Yu Kun(6)
Interim
Chief Financial Officer
|
27,191
|
*
|
|||||
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Song
Chun Fang
Director
|
1,088
|
*
|
|||||
|
Jiang
Qi Feng
Director
|
1,088
|
*
|
|||||
|
Zhao
Jie
Director
|
1,088
|
*
|
|||||
|
Qian
Xu Feng
Director
|
1,088
|
*
|
|||||
|
All
Named Executive Officers and Directors as a Group (7
persons)(7)
|
6,658,923
|
43.0
|
%
|
||||
*Less
than 1%
(1)
Unless otherwise indicated, each person named in the table has sole voting
and
investment power and that person’s address is c/o the Company, at Room 1706, No.
30 Di Wang Building, Gan Shui Road, Nangang District, Harbin, People’s Republic
of China 150001.
(2)
All
shares are held of record and beneficially.
(3)
Includes 321,000 shares underlying currently exercisable warrants held by Pope
Investments II LLC. William D. Wells is the Managing Member of Pope Investments
II LLC and has sole voting and investment power over the shares owned by such
entity. Mr. Wells disclaims beneficial ownership of these shares, except to
the
extent of his pecuniary interest therein.
(4)
Includes (i) 17,000 shares underlying currently exercisable stock options held
by Mr. Liu, and (ii) 526,170 shares registered in the name of Mr. Liu’s spouse.
3,000,000 of Mr. Liu’s shares are held in escrow in connection with a Make Good
Agreement entered into with investors in a private offering the Company closed
in January 2008, pursuant to which such shares may be distributed to such
investors if the Company does not attain $1.63 earnings per share for the fiscal
year ending in December 31, 2008, based on fully diluted shares outstanding
at
the time of the offering (16,907,696) excluding warrants issued in such
offering.
(5)
Includes 12,000 shares underlying currently exercisable stock options held
by
Ms. Han.
(6)
Includes 5,000 shares underlying currently exercisable stock options held by
Mr.
Zhang.
(7)
Includes (i) 17,000 shares underlying currently exercisable stock options held
by Mr. Liu, (ii) 12,000 shares underlying currently exercisable stock options
held by Ms. Han, and (iii) 5,000 shares underlying currently exercisable stock
options held by Mr. Zhang.
The
Amendment would enable the Company, without further stockholder 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, present and future employee benefit
programs and other corporate purposes.
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
our 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.
DISSENTER'S
RIGHTS OF APPRAISAL
The
Nevada Revised Statutes do not provide for dissenter's rights in connection
with
the proposed Amendment to our Articles of Incorporation to effectuate the
capitalization change.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate
of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
in
the proposed amendment to our Articles of Incorporation, which is not shared
by
all other stockholders. No such person (or any other person) has advised the
Company of its intent to object to the Amendment and the Company does not
believe that the Amendment will adversely affect any such party or stockholder.
FORWARD-LOOKING
STATEMENTS
This
Information Statement includes forward-looking statements within the meaning
of
Section 27A of the Securities Act and Section 21E of the Exchange Act. You
can
identify our forward-looking statements by the words “expects,” “projects,”
“believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and
similar expressions.
The
forward-looking statements are based on management’s current expectations,
estimates and projections about us. The Company cautions you that these
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In addition, the Company
has based many of these forward-looking statements on assumptions about future
events that may prove to be inaccurate. Accordingly, actual outcomes and results
may differ materially from what the Company has expressed or forecast in the
forward-looking statements.
You
should rely only on the information the Company has provided in this Information
Statement. The Company has not authorized any person to provide information
other than that provided herein. The Company has not authorized anyone to
provide you with different information. You should not assume that the
information in this Information Statement is accurate as of any date other
than
the date on the front of the document.
STOCKHOLDER
PROPOSALS
The
Company’s Board of Directors has not yet determined the date on which the next
annual meeting of stockholders will be held. Any proposal by a stockholder
intended to be presented at the Company’s next annual meeting of stockholders
must be received at the Company’s offices a reasonable amount of time prior to
the date on which the information or proxy statement for that meeting is mailed
to stockholders in order to be included in the Company’s information or proxy
statement relating to that meeting.
DELIVERY
OF DOCUMENTS AND HOUSEHOLDING
The
Commission has adopted rules that permit companies and intermediaries such
as
brokers, to satisfy the delivery requirements for information statements with
respect to two or more securityholders sharing the same address by delivering
a
single information statement addressed to those securityholders. This process,
which is commonly referred to as “householding,” provides potentially extra
convenience for stockholders, is environmental friendly, and represents cost
savings for companies.
For
this
Information Statement, a number of brokers with account holders who are the
Company’s stockholders will be “householding” this Information Statement and the
documents incorporated by reference that we are enclosing with the Information
Statement. A single Information Statement will be delivered to multiple
stockholders sharing an address unless contrary instructions have been received
from the effected stockholders. Once you have received notice from your broker
or from the Company that either of them will be “householding” communications to
your address, “householding” will continue until you are notified otherwise or
until you revoke your consent.
If
at any
time, you no longer wish to participate in “householding” and would prefer to
receive separate periodic reports, or if you currently receive multiple copies
of the Information Statement or other periodic reports at your address and
would
like to request “householding” by the Company, please notify your broker if your
shares are not held directly in your name. If you own your shares directly
rather then through a brokerage account, you should direct your written request
directly to the Corporate Secretary, China Sky One Medical, Inc., Room 1706,
No.
30 Di Wang Building, Gan Shui Road, Nandang District, Harbin, People’s Republic
of China 150001.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that the Company
files with the Commission at the Commission’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You can obtain information about the
operation of the SEC’s Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a Web site that contains
information we file electronically with the Commission, which you can access
over the Internet at http://www.sec.gov. Copies of these materials may also
be
obtained by mail from the Public Reference Section of the SEC, 100 F Street,
N.E., Washington, D.C. 20549 at prescribed rates.
Dated:
October
__, 2008
| By Consent of the Board of Directors | ||
| /s/ Yan-qing Liu | ||
|
Yan-qing Liu |
||
| Chairman, Chief Executive Officer and President | ||
Appendix
A
Amendment
to Articles of Incorporation
