SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|X| Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
GPN Network, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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[ ] Check box if any part of the fee is offset as provided by Exchange
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statement number, or the Form or Schedule and the date of its filing.
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4) Date Filed:
GPN NETWORK, INC.
8055 EAST VIA DE VENTURA, SUITE E-155
SCOTTSDALE, ARIZONA 85258
INFORMATION STATEMENT
The purpose of this Information Statement is to notify the holders of
our common stock as of the close of business on August 4, 2003 (the "Record
Date"), that on August 4, 2003 we received the written consent, in lieu of a
meeting of stockholders, from the holders of [_____________] shares of our
common stock, representing approximately [___%] of our outstanding voting stock,
approving a certificate of amendment to our articles of incorporation that will
change our name from "GPN Network, Inc." to "IR Biosciences Holdings, Inc." (the
"Name Change Amendment").
This Information Statement is first being mailed or furnished to
stockholders on or about August 6, 2003, and the Name Change Amendment described
herein will not become effective until at least 20 calendar days thereafter. We
will pay all costs associated with the preparation and distribution of this
Information Statement, including all mailing and printing expenses.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
SECURITY OWNERSHIP
As of the date of the Record Date, there were [______________] shares
of common stock issued and outstanding and entitled to vote. Each share of
common stock entitles its holder to one vote.
The following table sets forth certain information known to us
regarding the beneficial ownership of each class of our voting stock as of July
8, 2003, by (a) each beneficial owner of more than 5% of our common stock, (b)
our executive officers, (c) each of our directors, and (d) all of our directors
and executive officers as a group. Except as otherwise indicated, each person
has sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable. The
address of all persons listed below is 8055 East Via De Ventura, Suite E-155,
Scottsdale, Arizona 85258.
|------------------------------------------------|---------------------------|------------------------|
| | Number of Shares | Percentage of Shares |
| Number of Shares Beneficially Owned | Beneficially Owned | Beneficially Owned |
|------------------------------------------------|---------------------------|------------------------|
|Mark L. Witten | 4,153,069 | 35.4% |
|------------------------------------------------|---------------------------|------------------------|
|David T. Harris | 4,153,069 | 35.4 |
|------------------------------------------------|---------------------------|------------------------|
|John Machado | 883,145 | 7.5 |
| c/o Machado Law Firm | | |
| 1500 "J" Street | | |
| Modesto, CA 95354 | | |
|------------------------------------------------|---------------------------|------------------------|
|Michel K. Wilhelm | 762,602(1) | 6.5 |
|------------------------------------------------|---------------------------|------------------------|
|Theodore E. Staahl | 440,000(2) | 3.4 |
|------------------------------------------------|---------------------------|------------------------|
|Steven J. Scronic | 56,122(3) | * |
|------------------------------------------------|---------------------------|------------------------|
|Eric Hopkins | 10,070(4) | * |
|------------------------------------------------|---------------------------|------------------------|
|All executive officers and directors as a group | 9,574,932(1)(2)(3)(4) | 80.7% |
|(6 persons) | | |
|------------------------------------------------|---------------------------|------------------------|
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* Indicates less than 1%
(1) Includes 5,388 shares held by Mr. Wilhelm's three minor daughters who share
the same household with him. Includes warrants held by Foresight Capital
Corp. to purchase 90,000 shares exercisable at $0.60 per share that are
exercisable within 60 days of July 8, 2003, which Mr. Wilhelm is deemed to
beneficially own as principal owner of Foresight Capital Corp.
(2) Includes warrants to purchase 35,918 shares exercisable at $1.1136 per
share that are exercisable within 60 days of July 8, 2003.
(3) Includes warrants to purchase 13,469 shares exercisable at $0.5568 per
share that are exercisable within 60 days of July 8, 2003.
(4) Includes options to purchase 10,000 shares exercisable at $75.00 per share
that are exercisable within 60 days of July 8, 2003.
VOTE OBTAINED - SECTION 228 OF THE
DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law ("Delaware Law")
provides that the written consent of the holders of the outstanding shares of
voting stock, having not less than the minimum number of votes which 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
special meeting. Pursuant to Section 242 of the Delaware Law and our bylaws, a
majority of the outstanding shares of common stock entitled to vote thereon is
required in order to amend our certificate of incorporation. In order to
eliminate the costs and management time involved in holding a special meeting
and in order to effect the Name Change Amendment as early as possible in order
to accomplish the purposes as hereafter described, our Board of Directors voted
to utilize, and did in fact obtain, the written consent of the holders of a
majority in the interest of our common stock.
Pursuant to Section 228 of the Delaware Law, we are required to provide
prompt notice of the taking of the corporate action without a meeting to the
stockholders of record who have not consented in writing to such action. This
Information Statement is intended to provide such notice.
Stockholders who were not afforded an opportunity to consent or
otherwise vote with respect to the actions taken have no right under Delaware
Law to dissent or require a vote of all stockholders.
STOCKHOLDER ACTION
Introduction
On July 8, 2003, our Board of Directors unanimously approved the Name
Change Amendment and submitted such matter for stockholder approval. On August
4, 2003, stockholders holding approximately [_____%] of our outstanding voting
stock, acting by majority written consent, approved and ratified the Name Change
Amendment.
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Purpose of the Name Change
Our Board of Directors has determined that it is in our best interests
to adopt a name more readily identifiable with our current strategic focus as a
biotechnology business engaged in research and development of applications
utilizing modified Substance P, a naturally occurring immunomodulator.
Consequently, the Board of Directors has recommended changing our name from "GPN
Network, Inc." to "IR Biosciences Holdings, Inc."
Effects of the Name Change
Changing our name will not have any effect on our corporate status, the
rights of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name "GPN Network, Inc." will
continue to be valid and represent shares of "IR Biosciences Holdings, Inc."
following the name change. In the future, new stock certificates will be issued
bearing our new name, but this will in no way affect the validity of your
current stock certificates.
Vote Required
The affirmative vote of the holders of a majority of our outstanding
common stock is required to change our name from "GPN Network, Inc." to "IR
Biosciences Holdings, Inc.," which vote was obtained by majority written
consent. As a result, the Name Change Amendment was approved and no further
votes will be needed.
Effective Date
Under applicable federal securities laws, the Name Change Amendment
cannot be effective until at least 20 calendar days after this Information
Statement is sent or given to our stockholders.
Dissenters' Rights of Appraisal
The Delaware Law does not provide for appraisal rights in connection
with our name change.
ADDITIONAL INFORMATION
We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements and other information including annual and quarterly reports on
Form 10-KSB and Form 10-QSB with the Securities and Exchange Commission. Reports
and other information filed by us can be inspected and copied at the public
reference facilities maintained at the Securities and Exchange 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 Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, DC
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
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electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Michael Wilhelm
Michael Wilhelm
President
Scottsdale, Arizona 85258
August [__], 2003
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