SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange
Act
of
1934
(Amendment
No. )
Entrx
Corporation
(Name
of
the Issuer)
Entrx
Corporation
(Name
of
Persons Filing Statement)
Common
stock
(Title
of
Class of Securities)
591142203
(CUSIP
Number of Class of Securities)
|
Peter
L. Hauser
Entrx
Corporation
800
Nicollet Mall, Suite 2690
Minneapolis,
MN 55402
(612)
333-0614
|
Copy
to: Roger H. Frommelt
Felhaber,
Larson, Fenlon & Vogt, P.A.
600
South Sixth Street, Suite 2200
Minneapolis,
MN 55402
(612)
373-8541
|
(Name,
Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This
statement is filed in connection with (check the appropriate box):
a.
x
The filing of solicitation materials or an information statement subject
to
Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1
through 240.14c-101) or Rule 13e-3(c) (§§240.13e-3(c)) under the Securities
Exchange Act of 1934 (the “Act”).
b.
o
The
filing
of a registration statement under the Securities Act of 1933.
c.
o
A
tender offer.
d.
o
None
of the above.
Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: x
Check
the
following box if the filing is a final amendment reporting the results of
the
transaction: o
Calculation
of Filing Fee
|
Transaction
Valuation*
|
Amount
of filing fee
|
|
$126,000
|
$25.00
|
*
The
filing fee was established based upon the closing market price of Entrx
Corporation’s common stock of $0.35 per share on October 10, 2007, and the
estimated 360,000 shares (on a pre-reverse split basis) that will be
acquired.
o Check
box if any part of the fee is offset as
provided by §240.0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount
Previously
Paid:
Form
or
Registration Statement
No.:
Filing
Party:
Date
Filed:
Item
1
– Summary
Term Sheet
See
Proposal 2 – “Summary - Term Sheet” on page 6 in the Company’s Preliminary Proxy
Statement filed with the Securities and Exchange Commission on October 16,
2007.
Item
2 – Subject Company Information
Name
and
Address:
Entrx
Corporation
800
Nicollet Mall, Suite 2690
Minneapolis,
MN 55402
(612)
333-0614
Securities:
Common
Stock, par value $0.10 per share.
Trading
Market and Price:
See
Proposal 2 - “Determination of Cash-Out Price” starting on page 13 in the
Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on October 16, 2007.
Item
3 – Identity and Background of Filing Person
The
filing person is Entrx Corporation.
Item
4 – Terms of the Transaction
See
Proposal 2 – “Structure of the Reverse/Forward Split” starting on page 9,
“Determination of Cash-Out Price” on page 13, and “Appraisal Rights” on page 16
in the Company’s Preliminary Proxy Statement filed with the Securities and
Exchange Commission on October 16, 2007.
Item
5 – Past Contracts, Transactions, Negotiations and Agreements
Not
applicable.
Item
6 –
Purposes of the Transaction and Plans or Proposals
See
Proposal 2 – “Reasons for the Reverse/Forward Split” on page 8, “Background
and Purpose of the Reverse/Forward Split” on page 10, and “Effect of
Reverse/Forward Split on Entrx” on page 11 in the Company’s Preliminary Proxy
Statement filed with the Securities and Exchange Commission on October 16,
2007.
Item
7 – Purposes, Alternatives, Reasons and Effects
See
Proposal 2 – “Reasons for the Reverse/Forward Split” on page 8, and
“Background and Purpose of the Reverse/Forward Split” on page 10 in the
Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on October 16, 2007.
Item
8 –
Fairness of the Reverse/Forward Split
See
Proposal 2 – “Fairness
of the Reverse/Forward Split” on page 13 in
the
Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on October 16, 2007.
Item
9 –
Reports, Opinions, Appraisals and Negotiations
See
Proposal 2 – “Fairness of the Reverse/Forward Split” on page 13 in the
Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on October 16, 2007.
Item
10 –
Source and Amount of Funds or Other Consideration
See
Proposal 2 – “Effect of the Reverse/Forward Split” on page 14 in the Company’s
Preliminary Proxy Statement filed with the Securities and Exchange Commission
on
October 16, 2007.
Item
11 –
Interest in Securities of the Subject Company
Not
applicable.
Item
12 – The Solicitation or Recommendation
See
Proposal 2 – “Background and Purpose of the Reverse/Forward Split” on page 10,
and the recommendation of the Board of Directors on page 16 in the Company’s
Preliminary Proxy Statement filed with the Securities and Exchange Commission
on
October 16, 2007.
Item
13 – Financial statements
See
the
Company’s Form 10-KSB for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 23, 2007 and the Company’s Form
10-QSB for the three and six-month period ended June 30, 2007, filed with
the
Securities and Exchange Commission on August 9, 2007.
Item
14 –
Persons/Assets, Retained, Employed, Compensated or Used
See
“VOTING INFORMATION - Who will be soliciting your vote?” on page 1 in the
Company’s Preliminary Proxy Statement filed with the Securities and Exchange
Commission on October 16, 2007.
Item
15 –
Additional Information
Not
applicable.
Item
16 – Exhibits
Preliminary
Proxy Statement filed with the Securities and Exchange Commission on October
16,
2007.
Signature:
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
/s/
Brian Niebur
|
October
16, 2007
|
|
Brian
Niebur, Chief Financial Officer
|
|