SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Definitive Information Statement
MULTI-TECH INTERNATIONAL, CORP.
(Name of Registrant As Specified In Charter)
Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)
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 $0.001 per share
2) Aggregate number of securities to which transaction applies:
80,000,000 shares of Common Stock
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
/_/ 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:
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MULTI-TECH INTERNATIONAL, CORP.
9974 Huntington Park Drive
Strongsville, Ohio 44136
(440)759-7470
Notice of Written Consent of Stockholders
September 10, 2004
Stockholders of MULTI-TECH INTERNATIONAL, CORP.:
This Information Statement is circulated to advise the stockholders of
action already approved by written consent of the stockholders who collectively
hold a majority of the voting power of our capital stock. Pursuant to Rule 14c-2
under the Securities Exchange Act of 1934, as amended, the proposals will not be
effective until 20 days after the date this Information Statement is mailed to
the stockholders. Therefore, this Information Statement is being sent to you for
informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective twenty days after the mailing of this
Information Statement are as follows:
1. effect a 1-for-200 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of
Common Stock. There will not be a reduction in authorized
shares.
2. Appoint Messrs. Colin Wilson Baird, Michael Bruce Timms, Roger
Kenneth Timms, Antony Richard Esplin and Norman William
Backman to the board of directors.
3. Effect an amendment of the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock
from 100,000,000 to 300,000,000.
4. Effect an amendment of the Company's Articles of Incorporation
changing the name of the Company from "Multi-Tech
International, Corp." to "Australian Forest Industries".
Attached hereto for your review is an Information Statement relating to the
above-described actions.
By Order of the Board of Directors,
/s/ Dr. David F. Hostelley
Dr. David F. Hostelley, Director
September 10, 2004
Strongsville, Ohio
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MULTI-TECH INTERNATIONAL, CORP.
INFORMATION STATEMENT
This Information Statement, which is being mailed to stockholders on or about
September 20, 2004, is furnished in accordance with the requirements of
Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended, by the management of Multi-Tech International, Corp. (the "Company").
Multi-Tech International, Corp., a Nevada corporation, for use in connection
with certain actions to be taken by the written consent by the holders of the
majority of the outstanding voting capital stock of the Company. The actions to
be taken pursuant to the written consent shall be effective on or about October
11, 2004, twenty days after the mailing of this Information Statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant
to the written consent of the holders of the majority of the outstanding voting
capital stock of the Company in lieu of a special meeting of the stockholders.
The following action will be effective on or about October 11, 2004:
1. Effect a 1-for-200 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of
Common Stock. There will not be a reduction in authorized
shares ("Reverse Stock Split").
2. Appoint Messrs. Colin Wilson Baird, Michael Bruce Timms, Roger
Kenneth Timms, Antony Richard Esplin and Norman William
Backman to the board of directors.
3. Effect an amendment of the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock
from 100,000,000 to 300,000,000.
4. Effect an amendment of the Company's Articles of Incorporation
changing the name of the Company from "Multi-Tech
International, Corp." to "Australian Forest Industries".
THE APPROXIMATE DATE OF MAILING OF
THIS INFORMATION STATEMENT IS SEPTEMBER 20, 2004
Stockholders of record at the close of business on September 20,
2004 (the "Record Date") are entitled to notice of the action to be effective on
or about October 11, 2004. As of the Record Date, our authorized capitalization
consisted of 100,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock"), of which 80,000,000 were issued and outstanding. Each share of
our common stock entitles its holder to one vote on each matter submitted to the
stockholders. However, because the stockholders holding at least a majority of
the voting rights of all outstanding shares of capital stock as of the Record
Date have voted in favor of the foregoing actions by resolution; and having
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sufficient voting power to approve such proposals through their ownership of the
capital stock, no other consents will be solicited in connection with this
Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the actions will not be effective until 20 days after the date of this
Information Statement is mailed to the stockholders. We anticipate that the
actions contemplated by this Information Statement will be effected on or about
the close of business on October 11, 2004.
This Information Statement will serve as written notice to stockholders
pursuant to the Nevada Revised Statutes.
Our stockholders are not entitled to appraisal rights under the Nevada
Revised Statutes in connection with the reverse stock split or the transfer of
all assets and liabilities.
CURRENT INFORMATION REGARDING THE COMPANY
The following is a description of the current operations of the Company.
ABOUT OUR COMPANY
The Company, is headquartered in Strongsville, Ohio, and maintains
all business functions in that area. However, on September 1, 2004, the Company
entered into a share exchange agreement with Integrated Forest Products Pty Ltd,
an Australian timber concern ("Integrated" and "Exchange Agreement",
respectively). The Exchange Agreement requires that the Company take the steps
enumerated in this Definitive Information Statement to conclude the proposed
transaction at which time the Company will be an operating timber company.
HOW WE ARE ORGANIZED
We were originally organized by the filing of Articles of Incorporation
with the Secretary of State of the State of Nevada on September 21, 1998 under
the name Oleramma, Inc. The Articles of Incorporation were eventually amended to
authorize the issuance of one hundred five million (105,000,000) shares,
consisting of one hundred million (100,000,000) shares of Common Stock at par
value of $0.001 per share and five million (5,000,000) shares of Preferred Stock
at par value of $0.001 and we currently have eighty million (80,000,000) shares
outstanding.
MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
Our common stock is trading on the OTC Bulletin Board under the symbol
"MLTI". Inclusion on the OTC Bulletin Board permits price quotation for our
shares to be published by such service.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the "Board") believes that
the stockholders of the Company will benefit from the Exchange Agreement and the
transaction proposed therein by acquiring a timber operation with significant
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assets and prospects of future growth. In order to facilitate such transaction,
the Board has determined that the capitalization structure of the Company should
be recapitalized through the steps enumerated herein as well as the appointment
of the new board of directors.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the holders of the majority of
the outstanding voting capital stock of the Company.
DECREASE THE NUMBER OF ISSUED AND OUTSTANDING
SHARES OF OUR COMMON STOCK
GENERAL
The Board approved resolutions to effect a one-for-two hundred reverse
stock split. Under this reverse stock split each two hundred shares of our
Common Stock will be converted automatically into one share of Common Stock. To
avoid the issuance of fractional shares of Common Stock, the Company will issue
an additional share to all holders of a fractional share .50 or greater and no
additional shares shall be issued to a holder of a fractional share less than
..50 and the fractional shares less than .50 shall be cancelled. The effective
date of the reverse stock split will be October 11, 2004.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE
ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
As a result of the Exchange Agreement, the Company must recapitalize
itself by performing a reverse stock split, increasing the authorized and
issuing a significant number of shares to the shareholders of Integrated Forest
Products Pty Ltd.
When a company engages in a reverse stock split, it substitutes one share
of stock for a predetermined amount of shares of stock. It does not increase the
market capitalization of the company. An example of a reverse split is the
following. For example, a company has 10,000,000 shares of common stock
outstanding. Assume the market price is $.01 per share. Assume that that company
declares a 1 for 5 reverse stock split. After the reverse split, that company
will have 1/5 as many shares outstanding or 2,000,000 shares outstanding. The
stock will have a market price of $0.05. If an individual investor owned 10,000
shares of that company before the split at $.01 per share, he will own 2,000
share at $.05 after the split. In either case, his stock will be worth $100.
He's no better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the company will
be a more attractive merger target for potential business. There is no assurance
that that company's stock will rise in price after a reverse split or that a
suitable merger candidate will emerge.
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The reverse split will affect all of our stockholders uniformly and
will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the reverse split
results in any of our stockholders owning a fractional share. In lieu of issuing
fractional shares, one share will be issued to all holders of a fractional share
..50 or greater and the fractional share of less than .50 will be cancelled.
The principal effect of the reverse split will be that the number of
shares of Common Stock issued and outstanding will be reduced from 80,000,000
shares as of September 1, 2004 to approximately 400,000 shares on October 11,
2004 (depending on the number of fractional shares that are issued or
cancelled). The number of authorized shares of Common Stock will not be
affected.
The reverse split will not affect the par value of our Common Stock. As
a result, on the effective date of the reverse split, the stated capital on our
balance sheet attributable to our Common Stock will be reduced to up to 1/200 of
its present amount, and the additional paid-in capital account shall be credited
with the amount by which the stated capital is reduced. The per share net income
or loss and net book value of our Common Stock will be increased because there
will be fewer shares of our Common Stock outstanding.
The reverse split will not change the proportionate equity interests of
our stockholders, nor will the respective voting rights and other rights of
stockholders be altered, except for possible immaterial changes due to the
cancellation of fractional shares. The Common Stock issued pursuant to the
reverse split will remain fully paid and non-assessable. The reverse split is
not intended as, and will not have the effect of, a "going private transaction"
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will
continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
Stockholders should recognize that they will own a fewer number of
shares than they presently own (a number equal to the number of shares owned
immediately prior to the filing of the certificate of amendment divided by two
hundred) and will be significantly diluted as a result of the issuances
contemplated in the Exchange Agreement.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
The reverse split will become effective on October 11, 2004, which we
will refer to as the "effective date." Beginning on the effective date, each
certificate representing pre-reverse split shares will be deemed for all
corporate purposes to evidence ownership of post-reverse split shares.
Our transfer agent, Transfer Online, will act as exchange agent for
purposes of implementing the exchange of stock certificates and payment of
fractional share interests. We refer to such person as the "exchange agent."
Holders of pre-reverse split shares are asked to surrender to the exchange agent
certificates representing pre-reverse split shares in exchange for certificates
representing post-reverse split shares in accordance with the procedures set
forth in the letter of transmittal enclosed with this Information Statement. No
new certificates will be issued to a stockholder until that stockholder has
surrendered the stockholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal.
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Our stockholders are not entitled to appraisal rights under the Nevada
Revised Statutes in connection with the reverse stock split.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
FRACTIONAL SHARES
We will not issue fractional certificates for post-reverse split shares
in connection with the reverse split. Instead, an additional share shall be
issued to all holders of a fractional share .50 or greater and no additional
shares shall be issued to a holder of a fractional share less than .50. To the
extent any holders of pre-reverse split shares are entitled to fractional shares
as a result of the reverse stock split, the Company will issue an additional
share to holders of a fractional share .50 or greater and cancel the fractional
shares without issuing an additional shares to holders of a fractional share
less than .50.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the reverse stock split:
o The issued and outstanding Common Stock shall be reduced on the basis
of one post-split share of the Common Stock for every two hundred
pre-split shares of the Common Stock outstanding. The consolidation
shall not affect any rights, privileges or obligations with respect to
the shares of the Common Stock existing prior to the consolidation.
o Stockholders of record of the Common Stock as of October 11, 2004 shall
have their total shares reduced on the basis of one post-split share of
Common Stock for every 200 pre-split shares outstanding.
o As a result of the reduction of the Common Stock the pre-split total of
issued and outstanding shares of 80,000,000 shall be consolidated to a
total of approximately 400,000 issued and outstanding shares (depending
on the number of fractional shares that are be issued or cancelled)
o The Company's authorized number of common stock shall remain at
100,000,000 shares of the Common Stock but shall be increased to
300,000,000 shares after the number of authorized has been increased
accordingly.
This action has been approved by the Board and the written consents of the
holders of the majority of the outstanding voting capital stock of the Company.
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PROPOSED NEW DIRECTORS
NOMINEES
The following five individuals shall be appointed to the board of directors upon
the closing of the Exchange Transaction. Each are to be elected at that time and
each to hold office until the next annual meeting and until his successor is
elected and qualified.
The following further sets forth certain information furnished to the Company
regarding the persons who are nominees for the election as directors of the
Company.
MR. NORM BACKMAN - Director and Senior Vice President of Operations.
Mr. Backman has over 30 years of hands on saw milling experience. The majority
of his time has been spent with Amcor and Brown & Dureau as Mill Manager at
their Morwell facility. Mr. Backman is respected Australia-wide as one of the
most competent sawmill operators in the industry.
He will be the hands on Director of Operations at Integrated.
Mr. Backman also has access to a team of talented and industry experienced
individuals possessing relevant and highly refined sawmill I.T. systems
technology and cost accounting experience.
MR. MICHAEL TIMMS - Director (Chairman) and President
Mr. Timms has spent over 30 years in the saw milling industry. He has been
involved with design and construction of over seven greenfield sawmill
facilities and scores of equipment upgrades across Australia and Canada in both
the hardwood and softwood sectors, through his engineering business, Acora
Reneco Group Pty Ltd.
MR. TONY ESPLIN - Director and Senior Vice President of Marketing & Log
Procurement
Mr. Esplin has had 12 years experience in the sawmill industry covering
fabrication of sawmill equipment, project management of new sawmills through his
own business, Acora Reneco Group Pty Ltd. Over the past four years he has been
involved in the on site management of Integrated, covering all aspects of
sawmill administration, including log procurement and product marketing.
MR. ROGER TIMMS - Senior Vice President of Engineering & Management
Mr. Timms has spent over 25 years in the saw milling industry. He is currently
involved in the design, supply and installation of sawmill equipment in
Australasia and is a part owner of Acora Reneco Group Pty Ltd, which performs
these functions.
MR. COLIN BAIRD - Chief Financial Officer
Mr. Baird is a qualified Accountant who has operated his own practice since
1987. He has been involved in the timber industry, through his association with
some of his clients, since 1983. At present their Accounting and Taxation
Practice has in excess of 500 clients.
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INCREASE OF THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
Our Board unanimously approved the increase of our authorized common
shares from 100,000,000 to 300,000,000 on September 1, 2004. On that same day
the Company thereafter received the consent of the majority of the outstanding
shares of our common stock. The Company will, when permissible following the
expiration of the twenty (20) day period mandated by Rule 14c and the Nevada
Revised Statutes, file an amendment to our Articles of Incorporation increasing
the authorized shares of the Company. This amendment will not be filed until
after a date which is at least twenty (20) days after the filing and mailing of
this Definitive Information Statement. Immediately thereafter the company will
issue 257,000,000 shares to various individuals and entities.
INCREASE OF AUTHORIZED
The increase of our authorized common stock will not have any immediate
effect on the rights of existing stockholders. However, our Board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized shares are issued
in the future, they will decrease the existing stockholders' percentage equity
ownership and, depending upon the price at which they are issued, could be
dilutive to the existing stockholders.
The increase in the authorized number of shares of our common stock and
the subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could be issued
(within the limits imposed by applicable law) in one or more transactions. Any
such issuance of additional stock could have the effect of diluting the earnings
per share and book value per share of outstanding shares of common stock, and
such additional shares could be used to dilute the stock ownership or voting
rights of a person seeking to obtain control of the Company.
The proposed Amendment to the Articles of Incorporation, attached hereto
as Appendix A, will become effective when they are filed with the Nevada
Secretary of State. We anticipate that such filing will occur twenty (20) days
after this Definitive Information Statement is first mailed to shareholders.
The entire cost of furnishing this Information Statement will be borne by
the Company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial
owners of our common stock held of record by them.
CHANGE OF COMPANY'S NAME
In addition to the aforementioned actions the Company shall change its
name from "Multi-Tech International, Corp." to "Australian Forest Industries"
and amend its Articles of Incorporation accordingly.
The proposed Amendment to the Articles of Incorporation, attached hereto
as Appendix A, will become effective when they are filed with the Nevada
Secretary of State. We anticipate that such filing will occur twenty (20) days
after this Definitive Information Statement is first mailed to shareholders.
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DESCRIPTION OF SECURITIES
The following is a summary description of our capital stock and certain
provisions of our articles of incorporation and by-laws, copies of which have
been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.
GENERAL
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.001 per share and 5,000,000 shares of non-voting preferred
stock, par value $.001 per share.
COMMON STOCK
The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Our articles
of incorporation and by-laws do not provide for cumulative voting rights in the
election of directors. Accordingly, holders of a majority of the shares of our
common stock entitled to vote in any election of directors may elect all of our
directors standing for election. Holders of our common stock are entitled to
receive ratably such dividends as may be declared by the Board out of funds
legally available therefor. In the event of our liquidation, dissolution or
winding up, holders of common stock are entitled to share ratably in the assets
remaining after payment of liabilities. Holders of common stock have no
preemptive, conversion or redemption rights. All of the outstanding shares of
common stock are fully-paid and non-assessable.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the age and position held by our directors and
sole executive officer as of the date of this information statement:
Name Age Positions and Offices Held
----- --- --------------------------
Dr. David F. Hostelley 64 President, Chief Financial Officer and Chairman
of the Board
Dr. Dennis Byrne 56 Director
Please see the section entitled "Proposed New Directors" for summary information
about each person nominated to the Company's Board.
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BOARD COMMITTEES
Our Board has established no committees. Compliance with Section 16(a) of the
Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires the Company's executive officers and directors and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (hereinafter
referred to as the "Commission") initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership,
of Common Stock and other equity securities of the Company on Forms 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% stockholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the Company's knowledge, all of the
Company's executive officers, directors and greater than 10% beneficial owners
of its common Stock, have complied with Section 16(a) filing requirements
applicable to them during the Company's most recent fiscal year.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of September 20, 2004, the Record Date,
the shares of our voting capital stock beneficially owned by each person,
including management, known to us to be the beneficial owner of more than 5% of
the outstanding shares of common stock. This does not include shares of
preferred stock converted into common shares subsequent to the Record Date.
All persons named in the table have the sole voting and dispositive
power, unless otherwise indicated, with respect to common stock beneficially
owned. Beneficial ownership of shares of common stock that are acquirable within
60 days upon the exercise or conversion of convertible securities are listed
separately, and for each person named in the table, the calculation of percent
of class gives effect to those acquirable shares.
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership
------------------------ ------------------- ---------------
Jeffrey Reade 60,000,000 75.00%
Dr. David F. Hostelley(1) 2,600,000 3.25%
Dr. Dennis Byrne 178,080 >1%
All Executive Officers and
Directors as a Group (2 persons) 2,778,080 3.25%
(1) Held in the name of Margaret Hostelley who is the wife of Dr. David F.
Hostelley.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes enables a corporation in
its original articles of incorporation or an amendment to eliminate or limit the
personal liability of a director to a corporation or its stockholders for
violations of the director's fiduciary duty, except:
o for any breach of a director's duty of loyalty to the corporation or
its stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or
o for any transaction from which a director derived an improper
personal benefit.
Our articles of incorporation provides in effect for the elimination of
the liability of directors to the extent permitted by the Nevada Revised
Statutes.
Section 78.7502 of the Nevada Revised Statutes provides, in summary,
that directors and officers of Nevada corporations are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Our bylaws entitle
our officers and directors to indemnification to the fullest extent permitted by
the Nevada Revised Statutes.
We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement contains forward-looking statements. Certain
matters discussed herein are forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995. Certain, but not necessarily all, of
such statements can be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "estimates" or
"anticipates" or the negative thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual transactions, results, performance or
achievements of the company to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
forward-looking statements. These may include, but are not limited to matters
described in this Information Statement and matters described in "Note on
Forward-Looking Statements" in our Annual Report on Form 10-KSB for the year
ended December 31, 2003 and our Quarterly Reports on Forms 10-QSB for the first
two quarters of fiscal year 2004. Although we believe the expectations reflected
in such forward-looking statements are based upon reasonable assumptions and
business opportunities, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We undertake no obligation
to publicly release the result of any revisions to these forward-looking
statements that may be made to reflect any future events or circumstances.
ADDITIONAL INFORMATION
If you have any questions about the actions described above, you may
contact William S. Rosenstadt, Rubin, Bailin, Ortoli LLP, 405 Park Avenue, New
York, New York 10022.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with the requirements thereof, file
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Copies of these reports, proxy statements and other
information can be obtained at the SEC's public reference facilities at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549.
Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov.
We filed our annual report for the fiscal year ended December 31,
2003 on Form 10-KSB, the quarterly reports on Forms 10-QSB for the first two
quarters of fiscal year 2004 and a current report on Form 8-K with the SEC. A
copy of any of those reports (except for certain exhibits thereto), may be
obtained, free of charge, upon written request by any stockholder to William S.
Rosenstadt, Rubin, Bailin, Ortoli LLP, 405 Park Avenue, New York, New York
10022. Copies of all exhibits to any of the reports are available upon a similar
request, subject to payment of a $.50 per page charge to reimburse us for
expenses in supplying any exhibit.
INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference and to be
a part hereof from the date of filing of such documents:
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003;
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004;
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004; and
Current Report on Form 8-K filed filed on September 1, 2004.
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All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein,
including the aforementioned reports.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
This Information Statement incorporates, by reference, certain
documents that are not presented herein or delivered herewith. Copies of any
such documents, other than exhibits to such documents which are not specifically
incorporated by reference herein, are available without charge to any person,
including any stockholder, to whom this Information Statement is delivered, upon
written or oral request to our Secretary at our address and telephone number set
forth herein.
DISTRIBUTION OF INFORMATION STATEMENT
The cost of distributing this Information Statement has been borne by
us and certain stockholders that consented to the action taken herein. The
distribution will be made by mail.
Pursuant to the requirements of the Exchange Act of 1934, as amended,
the Registrant has duly caused this Information Statement to be signed on its
behalf by the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ Dr. David F. Hostelley
----------------------------
Dr. David F. Hostelley, Director
September 10, 2004
Strongsville, Ohio
14
EXHIBIT A
AMENDMENT TO ARTICLES OF INCORPORATION
15