SCHEDULE
14C INFORMATION
(RULE
14c-101)
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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x
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Preliminary
Information Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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¨
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Definitive
Information Statement
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CLACENDIX,
INC.
(Name of
Registrant As Specified In Charter)
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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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):
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4)
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Proposed
maximum aggregate value of
transaction:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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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.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement
No.:
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CLACENDIX,
INC.
100
Commerce Boulevard
Cincinnati,
Ohio 45140
Tel:
(513) 618-0911
May __,
2009
To
Our Stockholders:
The
purpose of this information statement is to inform the holders of record of
shares of our common stock as of the close of business on the record date, May
15, 2009, that our board of directors has recommended, and that the holders of a
majority of the voting power of our outstanding common stock consented in
writing on May 15, 2009, to approve the following:
1. To
change our corporate name to HealthWarehouse.com, Inc. from Clacendix,
Inc.;
2. To
ratify the adoption by Clacendix of the Clacendix, Inc. 2009 Incentive
Compensation Plan.
As of the
record date, 188,250,724 shares of our common stock were issued and
outstanding. Each share of the common stock outstanding entitles the
holder to one vote on all matters brought before the common
stockholders. The holders of 120,151,510 shares of our common stock,
or 63.8% of the issued and outstanding shares, voted in favor of our corporate
name change and the ratification of the adoption of our 2009 Incentive
Compensation Plan.
As a
result of requirements under applicable federal securities and state law, the
stockholder consent will not be effective, and therefore the filing of the
amendment to our certificate of incorporation to effect the corporate name
change cannot occur, until at least 20 calendar days after this information
statement is sent or given to our stockholders of record as of the record
date.
WE ARE NOT ASKING FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
We appreciate your support and
confidence in our new company.
Very
truly yours,
Lalit
Dhadphale
President
and Chief Executive Officer
CLACENDIX,
INC.
100
Commerce Boulevard
Cincinnati,
Ohio 45140
Tel:
(513) 618-0911
INFORMATION
STATEMENT
MAY
__, 2009
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
This
information statement is furnished to the holders of record at the close of
business on the record date, May 15, 2009, to inform our stockholders that our
board of directors has recommended, and that the holders of a majority of the
voting power of our outstanding common stock have consented in writing on May
15, 2009, to approve the following:
1. To
change our corporate name to HealthWarehouse.com, Inc. from Clacendix,
Inc.;
2. To
ratify the adoption by Clacendix of the Clacendix, Inc. 2009 Incentive
Compensation Plan.
This
information statement will be sent on or about May __, 2009, to our stockholders
of record who did not sign the majority written consent described in this
information statement.
VOTING
SECURITIES
As of the
record date, 188,250,724 shares of our common stock were issued and
outstanding. Each share of the common stock outstanding entitles the
holder to one vote on all matters brought before the common
stockholders. The holders of 120,151,510 shares of our common stock,
or 63.8% of the issued and outstanding shares, consented in writing in favor of
our corporate name change and the ratification of the adoption of our 2009
Incentive Compensation Plan.
As a
result of requirements under applicable federal securities and state law, the
stockholder consent will not be effective, and therefore the filing of the
amendment to our certificate of incorporation to effect the corporate name
change cannot occur, until at least 20 calendar days after this information
statement is sent or given to our stockholders of record as of the record
date.
Distributions
and Costs
We will
pay all costs associated with the distribution of this information statement,
including the costs of printing and mailing. We will only deliver one
information statement to multiple security holders sharing an address, unless we
have received contrary instructions from one or more of the security
holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
security holder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Security
holders may also address future requests regarding delivery of information
statements and annual reports by contacting us at our address noted
above.
STOCKHOLDER
PROPOSAL NO. 1
Change
of the Company’s Corporate Name
Our board
of directors and stockholders owning a majority of the outstanding shares of our
common stock have approved an amendment to our certificate of incorporation to
change our name to HealthWarehouse.com, Inc. from Clacendix, Inc.
Text
of Amendment
The
amendment would result in the text of Article FIRST of our Certificate of
Incorporation reading as follows:
“The name
of the corporation (hereinafter called the “Corporation”) is
HealthWarehouse.com, Inc.”
General
Effect of the Proposed Amendment and Reasons for Approval
Our board
of directors unanimously recommended that we approve the amendment for the
following reason:
Our board
of directors deemed it advisable and in our best interests to change our
corporate name to HealthWarehouse.com, Inc. The new name is consistent with our
company’s new business focus as a U.S. licensed pharmacy and healthcare
e-commerce company that sells discounted generic prescription drugs and
over-the-counter medical products.
The
amendment will become effective upon the filing, promptly after the expiration
of the 20-day period commencing on the mailing of this information statement, of
the certificate of amendment required by the Delaware General Corporation
Law.
STOCKHOLDER
PROPOSAL NO. 2
Ratification
of Adoption of the
Clacendix,
Inc.
2009
Incentive Compensation Plan
On May
15, 2009, our board of directors and holders of a majority of our outstanding
shares of common stock adopted and approved a new 2009 Incentive Compensation
Plan (the Plan). The purpose of the Plan is to assist us in
attracting, motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and other persons who provide
services to us. The following summary of the Plan is qualified in its entirety
by the specific language of the Plan (a copy of which is attached as Exhibit 1
hereto).
Stock
options to purchase up to 29,686,000 shares of common stock have been awarded
under the Plan as of May __, 2009, subject to stockholders’ ratification of the
adoption of the Plan.
Administration. The
Plan is to be administered by a committee elected by the board of directors,
provided, however, that except as otherwise expressly provided in the Plan, the
board of directors may exercise any power or authority granted to the committee
under the Plan. Subject to the terms of the Plan, the committee is authorized to
select eligible persons to receive awards, determine the type, number and other
terms and conditions of, and all other matters relating to, awards, prescribe
award agreements (which need not be identical for each participant), and the
rules and regulations for the administration of the Plan, construe and interpret
the Plan and award agreements, and correct defects, supply omissions or
reconcile inconsistencies in them, and make all other decisions and
determinations as the committee may deem necessary or advisable for the
administration of the Plan.
Eligibility. The
persons eligible to receive awards under the Plan are the officers, directors,
employees, consultants and other persons who provide services to
us. An employee on leave of absence may be considered as still in the
employ of our company for purposes of eligibility for participation in the
Plan.
Types of
Awards. The Plan provides for the issuance of stock options,
stock appreciation rights, or SARs, restricted stock, deferred stock, dividend
equivalents, bonus stock and awards in lieu of cash compensation, other
stock-based awards and performance awards. Performance awards may be
based on the achievement of specified business or personal criteria or goals, as
determined by the committee.
Shares Available for Awards; Annual
Per-Person Limitations. The total number of shares of common
stock that may be subject to the granting of awards under the Plan at any time
during the term of the Plan is equal to 30,000,000 shares, plus 3,628,500 shares
that remained available on May 15, 2009 under our 2006 Stock Option
Plan. This limit will be increased by the number of shares with
respect to which awards previously granted under the Plan that are forfeited,
expire or otherwise terminate without issuance of shares, or that are settled
for cash or otherwise do not result in the issuance of shares, and the number of
shares that are tendered (either actually or by attestation) or withheld upon
exercise of an award to pay the exercise price or any tax withholding
requirements.
The Plan
imposes individual limitations on the amount of certain awards. Under these
limitations, during any fiscal year of our company, the number of options, stock
appreciation rights, shares of restricted stock, shares of deferred stock,
performance shares and other stock based-awards granted to any one participant
under the Plan may not exceed 5,000,000 shares, subject to adjustment in certain
circumstances. The maximum amount that may be paid out as performance units in
any 12-month performance period is $2,000,000, and the maximum amount that may
be paid out as performance units in any performance period greater than 12
months is $4,000,000.
The
committee is authorized to adjust the limitations described in the two preceding
paragraphs. The committee is also authorized to adjust performance conditions
and other terms of awards in response to these kinds of events or in response to
changes in applicable laws, regulations or accounting principles.
Stock Options and Stock Appreciation
Rights. The committee is authorized to grant stock options,
including both incentive stock options, or ISOs, which can result in potentially
favorable tax treatment to the participant, and non-qualified stock options, and
stock appreciation rights entitling the participant to receive the amount by
which the fair market value of a share of common stock on the date of exercise
exceeds the grant price of the stock appreciation right. The exercise price per
share subject to an option and the grant price of a stock appreciation rights
are determined by the committee, but in the case of an ISO must not be less than
the fair market value of a share of common stock on the date of grant. For
purposes of the Plan, the term “fair market value” means the fair market value
of common stock, awards or other property as determined by the committee or
under procedures established by the committee. The maximum term of
each option or stock appreciation right, the times at which each option or stock
appreciation right will be exercisable, and provisions requiring forfeiture of
unexercised options or stock appreciation rights at or following termination of
employment generally are fixed by the committee, except that no option or stock
appreciation right may have a term exceeding ten years.
Restricted and Deferred
Stock. The committee is authorized to grant restricted stock
and deferred stock. Restricted stock is a grant of shares of common stock which
may not be sold or disposed of, and which may be forfeited in the event of
certain terminations of employment, prior to the end of a restricted period
specified by the committee. A participant granted restricted stock generally has
all of the rights of a stockholder of our company, unless otherwise determined
by the committee. An award of deferred stock confers upon a participant the
right to receive shares of common stock at the end of a specified deferral
period, subject to possible forfeiture of the award in the event of certain
terminations of employment prior to the end of a specified restricted period.
Prior to settlement, an award of deferred stock carries no voting or dividend
rights or other rights associated with share ownership, although dividend
equivalents may be granted, as discussed below.
Dividend Equivalents. The
committee is authorized to grant dividend equivalents conferring on participants
the right to receive, currently or on a deferred basis, cash, shares of common
stock, other awards or other property equal in value to dividends paid on a
specific number of shares of common stock or other periodic payments. Dividend
equivalents may be granted alone or in connection with another award, may be
paid currently or on a deferred basis and, if deferred, may be deemed to have
been reinvested in additional shares of common stock, awards or otherwise as
specified by the committee.
Bonus Stock and Awards in Lieu of
Cash Obligations. The committee is authorized to grant shares
of common stock as a bonus free of restrictions, or to grant shares of common
stock or other awards in lieu of our obligations to pay cash under the Plan or
other plans or compensatory arrangements, subject to such terms as the committee
may specify.
Other Stock-Based Awards. The
committee is authorized to grant awards that are denominated or payable in,
valued by reference to, or otherwise based on or related to shares of common
stock. The committee determines the terms and conditions of such
awards.
Performance
Awards. The committee is authorized to grant performance
awards to participants on terms and conditions established by the
committee. Performance awards may be settled by delivery of cash,
shares or other property, or any combination thereof, as determined by the
committee. Performance awards granted to persons whom the committee expects
will, for the year in which a deduction arises, be “covered employees” (as
defined below) will, if and to the extent intended by the committee, be subject
to provisions that should qualify such awards as “performance-based
compensation” not subject to the limitation on tax deductibility by us under
Internal Revenue Code Section 162(m).
The
committee may, in its discretion, determine that the amount payable as a
performance award will be reduced from the amount of any potential
award.
Other Terms of
Awards. Awards may be settled in the form of cash, shares of
common stock, other awards or other property, in the discretion of the
committee. The committee may require or permit participants to defer the
settlement of all or part of an award in accordance with such terms and
conditions as the committee may establish, including payment or crediting of
interest or dividend equivalents on deferred amounts, and the crediting of
earnings, gains and losses based on deemed investment of deferred amounts in
specified investment vehicles. The committee is authorized to place cash, shares
of common stock or other property in trusts or make other arrangements to
provide for payment of our obligations under the Plan.
Awards
under the Plan are generally granted without a requirement that the participant
pay consideration in the form of cash or property for the grant (as
distinguished from the exercise), except to the extent required by law. The
committee may, however, grant awards in exchange for other awards under the
Plan, awards under other company plans or other rights to payment from us, and
may grant awards in addition to and in tandem with such other awards, rights or
other awards.
Acceleration of Vesting; Change in
Control. The committee may, in its discretion, accelerate the
exercisability, the lapsing of restrictions or the expiration of deferral or
vesting periods of any award, and such accelerated exercisability, lapse,
expiration and if so provided in the award agreement or otherwise determined by
the committee, vesting will occur automatically in the case of a “change in
control” of our company, as defined in the Plan (including the cash settlement
of stock appreciation rights which may be exercisable in the event of a change
in control). In addition, the committee may provide in an award agreement that
the performance goals relating to any performance award will be deemed to have
been met upon the occurrence of any “change in control.”
Amendment and Termination.
The board of directors may amend, alter, suspend, discontinue or terminate the
Plan or the committee’s authority to grant awards without further stockholder
approval, except stockholder approval must be obtained for any amendment or
alteration if such approval is required by law or regulation or under the rules
of any stock exchange or quotation system on which shares of common stock are
then listed or quoted. Thus, stockholder approval may not necessarily be
required for every amendment to the Plan which might increase the cost of the
Plan or alter the eligibility of persons to receive
awards. Stockholder approval will not be deemed to be required under
laws or regulations, such as those relating to ISOs, that condition favorable
treatment of participants on such approval, although the board of directors may,
in its discretion, seek stockholder approval in any circumstance in which it
deems such approval advisable. The Plan will terminate at the earliest of (a)
such time as no shares of common stock remain available for issuance under the
Plan, (b) termination of the Plan by the board of directors, or (c) the tenth
anniversary of the effective date of the Plan. Awards outstanding
upon expiration of the Plan will remain in effect until they have been exercised
or terminated, or have expired.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION
TO
MATTERS TO BE ACTED UPON
None of
our officers, directors or any of their respective affiliates has any interest
in any of the matters to be acted upon, as set forth in this information
statement, other than certain executive officers and directors who hold stock
options in our company.
No
director of ours has informed us in writing that he intends to oppose any action
to be taken by us. No proposals have been received from security
holders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our
common stock as of May 14, 2009, by (a) each person who is known by us to
beneficially own 5% or more of our common stock, (b) each of our directors and
executive officers, and (c) all of our directors and executive officers as a
group.
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Name(1)
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Number
of
Shares
Beneficially
Owned(2)
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|
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Percentage
of
Shares
Beneficially
Owned(3)
|
|
| |
|
|
|
|
|
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5%
or Greater Stockholders:
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
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Cape
Bear Partners, LLC (4)
|
|
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34,606,466 |
|
|
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18.38 |
% |
| |
|
|
|
|
|
|
|
|
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Rock
Castle Holdings, LLC (5)
|
|
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45,053,326 |
|
|
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23.44 |
% |
| |
|
|
|
|
|
|
|
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Austin
W. Marxe and David M. Greenhouse (6)
|
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11,258,068 |
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5.98 |
% |
| |
|
|
|
|
|
|
|
|
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Executive
Officers and Directors:
|
|
|
|
|
|
|
|
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| |
|
|
|
|
|
|
|
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Lalit
Dhadphale
|
|
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38,814,992 |
|
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20.62 |
% |
| |
|
|
|
|
|
|
|
|
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Patrick
E. Delaney (7)
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500,100 |
|
|
|
* |
|
| |
|
|
|
|
|
|
|
|
|
Wayne
A. Corona (8)
|
|
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6,631,325 |
|
|
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3.50 |
% |
| |
|
|
|
|
|
|
|
|
|
Stephen
M. Deixler (9)
|
|
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2,741,016 |
|
|
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1.45 |
% |
| |
|
|
|
|
|
|
|
|
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Norman
E. Corn (7)
|
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511,596 |
|
|
|
* |
|
| |
|
|
|
|
|
|
|
|
|
All
executive officers and directors as a group (5 persons)
|
|
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49,199,029 |
|
|
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25.85 |
% |
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(1)
|
The
address of each person except Austin W. Marxe and David M. Greenhouse is
c/o Clacendix, Inc., 100 Commerce Boulevard, Cincinnati, Ohio 45140. The
address of Austin W. Marxe and David M. Greenhouse is 527 Madison Avenue,
Suite 2600, New York, New York
10022.
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(2)
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Unless
otherwise indicated, includes shares owned by a spouse, minor children and
relatives sharing the same home, as well as the entities owned or
controlled by the named person. Also includes shares if the
named person has the right to acquire those shares within 60 days after
May 14, 2009, by the exercise of any warrant, stock option or other
right. Unless otherwise noted, shares are owned of record and
beneficially by the named person.
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(3)
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The
calculation in this column is based upon 188,250,724 shares of common
stock outstanding on May 14, 2009. Does not include 155,570
shares of series A preferred stock outstanding on May 14, 2009, which
shares are convertible into 1,555,570 shares of common stock. The shares
of common stock and shares underlying convertible preferred stock and
stock options are deemed outstanding for purposes of computing the
percentage of the person holding such convertible preferred stock and/or
stock options but are not deemed outstanding for the purpose of computing
the percentage of any other person.
|
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(4)
|
Lynn
Peppel is the Managing Member of Cape Bear Partners LLC and has sole
voting and investment power over the shares owned by Cape Bear Partners
LLC.
|
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(5)
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Includes
3,963,594 shares of common stock issuable upon conversion of HW
convertible promissory notes. Jason Smith is the Manager of Rock Castle
Holdings, LLC and has sole voting and investment power over the shares
owned by Rock Castle Holdings, LLC.
|
|
(6)
|
Based
on a Schedule 13D/A filed on March 9, 2007 by Austin W. Marxe (“Marxe”)
and David M. Greenhouse (“Greenhouse”). Marxe and Greenhouse
share sole voting and investment power over 1,929,971 shares of Common
Stock owned by Special Situations Cayman Fund, L.P., 1,213,957 shares of
Common Stock owned by Special Situations Fund III, L.P., 5,052,040 shares
of Common Stock owned by Special Situations Fund III QP,
L.P., 2,084,729 shares of Common Stock owned by Special
Situations Private Equity Fund, L.P., 153,901 shares of Common Stock owned
by Special Situations Technology Fund, L.P. and 823,470 shares of common
stock owned by Special Situations Technology Fund II,
L.P.
|
|
(7)
|
Includes
stock options to purchase 250,000 shares of common
stock.
|
|
(8)
|
Includes
991,005 shares of common stock issuable upon conversion of HW convertible
promissory notes.
|
|
(9)
|
Does
not include 967,477 shares of common stock owned by Mr. Deixler’s mother,
children and grandchildren, as to which shares Mr. Deixler disclaims
beneficial ownership. Includes 480,560 shares of common stock issuable
upon conversion of 48,056 shares of series A preferred stock, stock
options to purchase 130,500 shares of common stock and 2,200 shares of
common stock owned by Mr. Deixler’s
spouse.
|
REASONS
WE USED STOCKHOLDER CONSENT AS OPPOSED TO SOLICITATION OF STOCKHOLDER APPROVAL
VIA PROXY STATEMENT AND SPECIAL MEETING
The
change in our corporate name requires an amendment to our certificate of
incorporation, which cannot proceed until stockholder approval is obtained and
effective. Stockholder approval could have been obtained by us in one
of two ways: (i) by the dissemination of a proxy statement and subsequent
majority vote in favor of the actions at a stockholders meeting called for such
purpose, or (ii) by a written consent of the holders of a majority of our
voting securities. However, the latter method, while it represents
the requisite stockholder approval, is not deemed effective until 20 days after
this information statement has been sent to all of our stockholders giving them
notice of and informing them of the actions approved by such
consent.
Given
that we have already secured the affirmative consent of the holders of a
majority of our voting securities to the amendment to our certificate of
incorporation and the adoption of the Plan, we determined that it would be a
more efficient use of limited corporate resources to forego the dissemination of
a proxy statement and subsequent majority vote in favor of the actions at a
stockholders’ meeting called for such a purpose, and rather proceed through the
written consent of the holders of a majority of our voting securities. Spending
the additional company time, money and other resources required by the proxy and
meeting approach would have been potentially wasteful and, consequently,
detrimental to completing the amendment and Plan adoption ratification in a
manner that is timely and efficient for us and our stockholders.
FORWARD-LOOKING
STATEMENTS
This
information statement may contain certain “forward-looking” statements as such
term is defined by the U.S. Securities and Exchange Commission in its rules,
regulations and releases, which represent our expectations or beliefs, including
but not limited to, statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words
such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” “might,” or “continue” or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking
statements. These statements, by their nature, involve substantial
risks and uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important factors,
including uncertainty related to acquisitions, governmental regulation, managing
and maintaining growth, volatility of stock prices and any other factors
discussed in this and other of our filings with the Securities and Exchange
Commission, or SEC.
SECTION
16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of a registered class of our equity
securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file. All such persons
have filed all reports.
COPIES
OF PUBLIC FILINGS
We will
furnish a copy of our annual report on Form 10-K for the year ended December 31,
2008 and a copy of our quarterly report on Form 10-Q for the three months ended
March 31, 2009, and any exhibit referred to in those filings without charge to
each person to whom this information statement is delivered upon written or oral
request by first class mail or other equally prompt means within one business
day of receipt of such request. Any request should be directed to our
chief financial officer at Clacendix, Inc., 100 Commerce Boulevard, Cincinnati,
Ohio 45140, telephone (513) 618-0911.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Securities Exchange Act of 1934
and, in accordance therewith, file annual, quarterly and current reports and
other information with the SEC. Reports and other information can be
inspected and copied at the public reference room maintained by the SEC at 100 F
Street, N.E., Room 1580, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for more information about its public reference
room. Most of our filings also are available to you free of charge at
the SEC’s website at http://www.sec.gov.
By order
of the board of directors,
Lalit
Dhadphale
President
and Chief Executive Officer
INDEX
OF EXHIBITS
Exhibit
1: Clacendix,
Inc. 2009 Incentive Compensation Plan.