SCHEDULE 14C INFORMATION
(RULE 14C-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ______)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement [ ] Confidential, for use of the
Commission only (as
permitted by Rule 14c-5(d)(2))
FLEMINGTON PHARMACEUTICAL CORPORATION
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(Name of Registrant as Specified in Its 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:
Common Stock, par value $.001 per share
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2) Aggregate number of securities to which transaction applies:
14,441,052 shares of Common Stock Outstanding
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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
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4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
5) Total Fee Paid.
___________________________________________________________________
[ ] 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:
___________________________________________________________________
4) Date Filed:
___________________________________________________________________
INFORMATION STATEMENT
TO STOCKHOLDERS
OF
FLEMINGTON PHARMACEUTICAL CORPORATION
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.
FLEMINGTON PHARMACEUTICAL CORPORATION
31 STATE HIGHWAY 12
FLEMINGTON, NEW JERSEY 08822
SEPTEMBER 10, 2002
TABLE OF CONTENTS PAGE
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Information Statement 1
Additional Information 1
Outstanding Voting Securities 2
Principal Stockholders 3
Description of Stockholder Matter 4
Signature 5
EXHIBIT LIST
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1. Amendment to Certificate of Incorporation.
FLEMINGTON PHARMACEUTICAL CORPORATION
31 STATE HIGHWAY 12
FLEMINGTON, NEW JERSEY 08822
INFORMATION STATEMENT
This Information Statement is furnished to holders of shares of common
stock, $.001 par value (the "Common Stock"), of Flemington Pharmaceutical
Corporation (the "Company") to notify such stockholders that on or about August
2, 2002, the Company received written consents in lieu of a meeting of
stockholders from holders of 7,584,670 shares of Common Stock representing
approximately 53% of the total issued and outstanding shares of voting stock of
the Company approving an amendment to the Company's certificate of incorporation
to change the name of the Company from "Flemington Pharmaceutical Corporation"
to "Novadel Pharma Inc." (the "Stockholder Matter").
This Information Statement describing the approval of the Stockholder
Matter is first being mailed or furnished to the Company's stockholders on or
about September 10, 2002, and such matter shall not become effective until at
least 20 days thereafter. Expenses in connection with the distribution of this
Information Statement will be paid by the Company and are anticipated to be less
than $10,000.
The Board of Directors knows of no other matters other than those described
in this Information Statement which have been recently approved or considered by
the holders of a majority of the shares of the Company's voting stock.
The approval of the Stockholder Matter described in the Information
Statement required the approval of a majority of the Common Stock present and
entitled to vote in person or by proxy on that matter.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained
upon written request addressed to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Annual Report on Form 10-KSB for the fiscal year ended July 31, 2001.
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(2) Quarterly Reports on Form 10-QSB for the periods ended October 31, 2001,
January 31, 2002, and April 30, 2002.
(3) Proxy Statement on Schedule 14A dated January 16, 2002.
OUTSTANDING VOTING SECURITIES
As of August 2, 2002 (the "Record Date"), out of the 50,000,000 shares of
Common Stock authorized there were 14,441,052 shares of Common Stock issued and
outstanding, and out of the 1,000,000 shares of Preferred Stock authorized there
were no shares of the Preferred Stock outstanding.
Only holders of record of the Common Stock at the close of business on the
Record Date were entitled to participate in the written consents of the
Company's stockholders. Each share of Common Stock was entitled to one (1)
vote.
The General Corporation Law of the State of Delaware (the "DGCL") provides
in substance that unless the Company's certificate of incorporation provides
otherwise, stockholders may take action without a meeting of stockholders and
without prior notice if a consent or consents in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which all shares entitled to vote thereon were present.
In accordance with the DGCL, the Company received more than a majority of
the shares of Common Stock approving the Stockholder Matter. As a result, the
Company shall take all actions necessary to implement the Stockholder Matter.
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PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of our common stock
owned as of the Record Date by (i) each person who is known by the Company to
own beneficially more than five percent of the Company's common stock; (ii) each
of the Company's officers and directors; and (iii) all officers and directors as
a group. Except as otherwise noted, the persons named in the table below do not
own any other capital stock of the Company and have sole voting and investment
power with respect to all shares beneficially owned by them.
Name and Address or Amount and Nature Of Percentage Of
Number In Group(1) Beneficial Ownership (2) Class
------------------ ------------------------ ------
Harry A. Dugger, III, Ph.D. 1,829,003(3) 12.12%
John Klein 0(4) ____
Donald Deitman 0 ____
Robert C. Galler 700,000(5) 4.62%
Robert F. Schaul, Esq. 264,310(6) 1.80%
Jack J. Kornreich 244,000(6) 1.67%
Mohammed Abd El-Shafy 0(7)
Lindsay Rosenwald 13,233,334(8) 62.84%
Biomedical Investment Group, LLC 5,333,334(8)(9) 31.18%
All Executive Officers and 3,037,599(3)(4)(5)(6)(7) 20.21%
Directors as a group
(7 persons)
(1) The address of all holders listed herein is c/o Flemington Pharmaceutical
Corporation, 31 State Highway 12, Flemington, New Jersey 08822.
(2) Except as otherwise indicated, each named holder has, to our knowledge, sole
voting and investment power with respect to the shares indicated. Beneficial
ownership as reported in the table above has been determined in accordance with
Instruction (4) to Item 403 of Regulation S-B of the Exchange Act.
(3) Includes options to purchase 200,000 shares of common stock(exercisable at
$.70 per share)issued under the 1992 Stock Option Plan which expire in July
2006; options to purchase 50,000 shares of common stock (exercisable at $.70 per
share) under the 1997 Stock Option Plan which expire in December 2006; options
to purchase 95,000 shares of common stock(exercisable at $.70 per share)issued
under the 1998 Stock Option Plan which expire in January 2005, options to
purchase 300,000 shares of common stock issued outside of the Plans (exercisable
at $1.84 per share) which expire November 2007; 108,000 shares owned by his
daughter Christina Dugger; and 108,000 shares owned by his son Andrew Dugger.
Dr. Dugger may be deemed to be a "parent" of the Company as such term is defined
under the Federal securities laws.
(4) Does not include Non-Plan options, issued in February 2002, to purchase
1,000,000 shares of common stock at an exercise price of $2.40 per share. These
options vest in three equal annual installments, beginning in 2003, and expire
in 2012.
(5) Mr. Galler was granted Non-Plan options to purchase 1,050,000 shares of
common stock, at an exercise price of $0.75 per share. 700,000 of these options
are vested; the remaining 350,000 options are subject to a condition precedent
which has not yet been met. The vested options expire in September 2011.
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(6) Includes: 20,000 options, issued under the 1992 Option Plan, to purchase
common stock at an exercise price of $.63 per share, expiring in July, 2006;
25,000 options issued under the 1997 Option Plan, to purchase common stock at an
exercise price of $.63 per share, expiring in March 2008; 10,000 options issued
under the 1998 Option Plan, to purchase common stock at an exercise price of
$.63 per share, expiring in September 2009: 95,000 options issued under the 1998
Option Plan, to purchase common stock at an exercise price of $.63 per share,
expiring in January 2010; and 75,000 options issued under the 1998 Option Plan,
to purchase common stock at an exercise price of $2.63 per share, expiring in
February 2012.
(7) Does not include Non-Plan Options, issued in May 2002, to purchase 150,000
shares of common stock at an exercise price of $3.02 per share. The options
vest equally in November 2002, May 2003 and May 2004 and expire in May 2012.
(8) Includes 3,950,000 shares of common stock and warrants to purchase 3,950,000
shares of common stock at an exercise price of $.75 per share which expire in
December 2008. Also includes 2,666,667 shares of common stock and 2,666,667
warrants to purchase 2,666,667 shares of common stock, which expire in March
2009, owned by Biomedical Investment Group, LLC which is a limited liability
company wholly owned by Lindsay A. Rosenwald.
(9) Includes warrants to purchase 2,666,667 shares of common stock at an
exercise price of $.75 per share which expire in March 2009.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires officers, directors and persons
who own more than ten (10) percent of a class of equity securities registered
pursuant to Section 12 of the Exchange Act to file reports of ownership and
changes in ownership with both the SEC and the principal exchange upon which
such securities are traded or quoted. Officers, directors and persons holding
greater than ten (10) percent of the outstanding shares of a class of Section
12-registered equity securities ("Reporting Persons") are also required to
furnish copies of any such reports filed pursuant to Section 16(a) of the
Exchange Act with the Company. Based solely on a review of the copies of such
forms furnished to the Company, the Company believes that from August 1, 2001 to
July 31, 2002, all Section 16(a) filing requirements applicable to its Reporting
Persons were complied with.
DESCRIPTION OF STOCKHOLDER MATTER
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "NOVADEL PHARMA INC."
NAME CHANGE
Due to the Company's desire to adopt a name that will more accurately
reflect the Company's character and business operations within the
pharmaceutical industry, the Board of Directors has determined that it will be
in the best interests of the Company and its stockholders to change the name of
the Company from "Flemington Pharmaceutical Corporation" to "Novadel Pharma
Inc.".
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The Board of Directors by unanimous written consent dated July 30, 2002,
and certain stockholders (the "Majority Stockholders") owning a majority of
issued and outstanding capital stock of the Company entitled to vote, by written
consent dated as of August 2, 2002, approved an amendment to its certificate of
incorporation to change the name of the corporation to "Novadel Pharma Inc."
The amendment to the certificate of incorporation is set forth as Annex A to
this Information Statement.
After the name change, it is anticipated that the Company's trading symbol
for the OTC Bulletin Board will be changed from "FLEM" to "NVDL".
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding common
shares is required for approval of the Stockholder Matter, which vote has been
obtained by written consent dated as of August 2, 2002.
DISSENTERS' RIGHTS
Dissenters' rights will not be available to stockholders who oppose the
amendment to the certificate of incorporation of the Company as presented
herein.
BOARD OF DIRECTORS RESERVATION OF RIGHTS
The Company intends to file a certificate of amendment to the certificate
of incorporation with the Delaware Secretary of State changing the corporate
name to "Novadel Pharma Inc." within 30 days of the mailing of this Information
Statement.
Our Board of Directors reserves the right, notwithstanding stockholder
approval and without further action by the stockholders, to elect not to proceed
with the Stockholder Matter, if at any time prior to filing a certificate of
amendment to the certificate of incorporation, the Board of Directors, in its
sole discretion, determines that it is no longer in the best interests of the
Company and its stockholders.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
Harry A. Dugger, III, Ph.D.
31 State Highway 12
Flemington, New Jersey 08822
(908) 782-3431
By order of the Board of Directors
Flemington Pharmaceutical
Corporation
________________________________________
Harry A. Dugger, III, Ph.D.
Chief Executive Officer and
President
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ANNEX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FLEMINGTON PHARMACEUTICAL CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
Flemington Pharmaceutical Corporation.
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article First in its entirety and by substituting in lieu of said
Article the following new Article:
"ARTICLE FIRST
NAME
1.1 The name of the corporation (hereinafter called the "Corporation")
is Novadel Pharma Inc."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on ________ ___, 2002.
FLEMINGTON PHARMACEUTICAL CORPORATION
By: __________________________
Name:
Title: