SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
Filed by the Registrant [ x ]
Filed by Party other than the Registrant [ ]
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)
(2)]
[X] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HISTORICAL AUTOGRAPHS U.S.A., INC.
(Exact name of Registrant as specified in its charter.)
Commission File Number 000-32603
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 O-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 O-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:
HISTORICAL AUTOGRAPHS U.S.A, INC.
516 W Sprague Avenue
Spokane, WA 99201
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of HISTORICAL AUTOGRAPHS U.S.A., INC., a Nevada corporation (the
"Company"), in connection with the prior receipt by the Board of Directors of
approval by written consent of the holders of a majority of the Company's common
stock of a proposal (the "Proposal") to approve an amendment (the "Amendment")
to the Articles of Incorporation to change the name of the Company to "ARBIOS
SYSTEMS, INC."
The Company has entered into an agreement to acquire, by merger (the "Merger") a
liver assist medical device company named Arbios Technologies, Inc. Upon
completion of the Merger, the Company changed its business to the business
conducted by Arbios Technologies, Inc. The Board of Directors believes that it
is advisable and in the best interests of the Company to change the name of the
Company after the Merger to reflect its new business of developing,
manufacturing and marketing liver assist devices to meet the urgent need for
therapy of liver failure.
This information statement is being first sent to stockholders on or about
November 10, 2003. The Merger became effective on October 30, 2003, and the
Amendment will become effective after the Merger.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Vote Required
The proposed amendment requires the approval of a majority of the outstanding
shares of common stock. Each holder of common stock is entitled to one (1) vote
for each share held. The record date for the purpose of determining the number
of shares outstanding and for determining stockholders entitled to vote, is the
close of business on October 6, 2003 (the "Record Date"), the day in which the
Board of Directors of the Company adopted the resolution setting forth and
recommending the Amendment to the Articles of Incorporation. As of the record
date, the Company had one million two hundred twenty thousand (1,220,000) shares
of common stock issued and outstanding. Holders of the shares have no preemptive
rights. All outstanding shares are fully paid and nonassessable. The transfer
agent for the common stock is The Nevada Agency and Trust Company, Bank of
America Plaza, 50 West Liberty Street, Suite 880, Reno, NV 89501, Attention: Ms.
Leah Finke, telephone (775) 322-0626.
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Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if,
before or after the action, a written consent thereto is signed by the
stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common stock of
the Company. The Form 10-KSB for the year ending December 31, 2002 and all
subsequent filings may be viewed on the Securities and Exchange Commission web
site at www.sec.gov in the EDGAR Archives and are incorporated herein by
reference. The Company is presently current in the filing of all reports
required to be filed by it.
Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable this action to change
the name of the Company.
Proposals by Security Holders
No security holders entitled to vote have transmitted any proposals to be acted
upon by the Company.
Security Ownership of Certain Beneficial Owner and Management
The following sets forth as of October 6, 2003 persons owning more than 5% of
the common stock of the Company:
Name and address of Amount and nature Percent of
Title of Class beneficial owner ownership class
Common Stock Cindy K. Swank 500,000 41%
36 E Heroy
Spokane, WA 99207
Common Stock Raymond J. Kuh 500,000 41%
516 W Sprague Ave
Spokane, WA 99201
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The following sets forth as of October 6, 2003, all shares of common stock owned
by all directors and nominees, each executive officer, and directors and
executive officers as a group.
Amount and
Name of beneficial nature of Percent of
Title of Class owner Position with Company ownership class
Common Stock Cindy K. Swank President, Treasurer and a 500,000 40.98%
Director
Common Stock Scott Wetzel Secretary, Vice President 4,000 0.33%
and a Director
All officers and 504,000 41.3%
directors as a group
(2 persons)
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PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has determined that it would be in the best interest of
the Company to change the name of the Company from HISTORICAL AUTOGRAPHS U.S.A.,
INC. to ARBIOS SYSTEMS, INC. to reflect its change in business from an
e-Commerce based company engaged in acquiring and marketing historical documents
to a business of developing, manufacturing and marketing liver assist devices to
meet the urgent need for therapy of liver failure.
Reasons for the Proposal
On October 20, 2003, the Company entered into an Agreement and Plan of
Reorganization with its founding shareholders, who collectively own in excess of
66 2/3% of the issued and outstanding common stock of the Company, its wholly
owned subsidiary, HAUSA Acquisition, Inc., a corporation organized under the
laws of Nevada, ("HAI"), and Arbios Technologies, Inc., a corporation organized
under the laws of Delaware, ("ATI") whereby each share of Arbios common stock
issued and outstanding immediately prior to the effective date of the Merger
shall be converted into one share of HAUSA common stock. ATI will have
approximately 12,000,000 shares of common stock issued and outstanding
immediately prior to the Merger. Closing was subject to certain customary
closing conditions and occurred on October 30, 2003.
ATI is a biomedical company engaged in the discovery, acquisition and
development of proprietary liver assist devices and new technologies useful in
the diagnosis and treatment of acute liver failure, a debilitating and fatal
disease that affects all age groups and may be caused by viruses, alcohol,
ingestion of common medications, extensive liver removal for trauma or cancer
and other etiologies. The assets owned by ATI were and will be used to continue
ATI's discovery, acquisition and development of proprietary liver assist devices
and new technologies useful in the diagnosis and treatment of acute liver
failure.
In anticipation of the Merger, and subject to the completion of the Merger, the
Company decided to change its name from HISTORICAL AUTOGRAPHS U.S.A., INC. to
ARBIOS SYSTEMS, INC. to more correctly reflect the new anticipated business of
the Company.
Vote Obtained
The following individuals own the number of shares and percentages set forth
opposite their names:
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Cindy K. Swank 500,000 41%
Raymond J. Kuh 500,000 41%
Total 1,000,000 82%
On October 7, 2003, the foregoing persons or entities executed a written consent
approving the amendment to the Company's articles of incorporation to change the
name of the Company to "ARBIOS SYSTEMS, INC."
Certain Matters Related to the Proposal
The Amendment will become effective upon filing with the Secretary of State of
Nevada. The Certificate of Amendment of Articles of Incorporation will be filed
after the completion of the Merger, which occurred on October 30, 2003.
Interest of Certain Persons in Favor of or in Opposition to the Change of Name
No officer or director will receive any direct or indirect benefit from the
Company's proposed change of business or name change. No officer or director or
any person has notified the Company that it intends to oppose the Company's
change of name.
By Order of the Board of Directors
/s/ Cindy K. Swank
Cindy K. Swank, Director
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