Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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|o||Preliminary Information Statement|
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|x||Definitive Information Statement|
(Name of Registrant As Specified In its Charter)
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Bloomfield Hills, Michigan
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 18, 2007
NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Shareholders of Sandston Corporation will be held on May 18, 2007 at 10:00 a.m. local time, at the offices of Miller, Canfield, Paddock and Stone, P.L.C., located at 840 West Long Lake Road, Suite 200, Troy, Michigan, 48098, to elect three members of the board of directors and to transact any other business that may properly come before said meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 23, 2007 will be entitled to notice of and to vote at said meeting or any adjournment or postponement thereof.
The Information Statement and 2006 Annual Report are included in this mailing.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
Richard A. Walawender
Bloomfield Hills, Michigan
April 27, 2007
40950 WOODWARD AVENUE, STE. 304
BLOOMFIELD HILLS, MICHIGAN 48304
INFORMATION STATEMENT FOR THE ANNUAL MEETING
This Information Statement is being furnished to the shareholders of Sandston Corporation, a Michigan corporation (the “Company”) pursuant to Rule 14(c)-2 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the forthcoming Annual Meeting of Shareholders (the “Annual Meeting”), to be held on May 18, 2007, at 10:00 a.m. local time, at the offices of Miller Canfield Paddock and Stone, P.L.C., located at 840 West Long Lake Road, Suite 200, Troy, Michigan 48098, and at any and all adjournments, postponements or continuations thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The Company's telephone number is (248) 723-3007.
This Information Statement and accompanying Notice of Annual Meeting of Shareholders are first being mailed on or about April 27, 2007 to all shareholders entitled to vote at the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Record Date; Voting Securities
Only shareholders of record at the close of business on April 23, 2007 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. On the Record Date 10,796,981 shares of the Company’s common stock, no par value (the “Common Stock”), will be issued and outstanding. The presence, either in person or by proxy, of the holders of a majority of the total number of shares of Common Stock outstanding on the Record Date is necessary to constitute a quorum and to transact such matters as come before the Annual Meeting.
As of the Record Date, management and affiliates (“Principal Shareholders”) collectively owned greater than 50% of the Company’s outstanding Common Stock and will vote such shares to elect as directors the three nominees listed under the caption “Election of Directors”. Since the Common Stock owned by the Principal Shareholders constitutes a majority of the Company’s outstanding Common Stock, the Board of Directors determined not to solicit proxies. However, any shareholder of record on the Record Date is entitled to attend the meeting and vote their shares personally or through such shareholder’s own legally constituted proxy.
The directors nominated for election will be elected by a plurality of the votes cast, in person or by proxy, at the annual meeting. Abstentions from voting and broker “non-votes” on the election of directors will have no effect since they will not represent votes cast at the annual meeting for the purpose of electing directors.
The Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding the Information Statement and Notice of Annual Meeting of Shareholders to such beneficial owners.
ELECTION OF DIRECTORS
Three directors are to be elected, one director for a term of one year (expiring at the next Annual Meeting of Shareholders), one director for a term of two years, and one director for a term of three years, with each term expiring at the respective Annual Meeting of Shareholders for that year, and, in each case, until their respective successors are elected and have qualified. The Principal Shareholders will vote FOR the election of each nominee named below (“Nominee”). Each Nominee has consented to serve as a director if elected. It is not expected that any Nominee will be unable to serve, but, in the event that any Nominee should be unable to serve, the Principal Shareholders will vote for a substitute candidate selected by the Board of Directors.
Certain information regarding each Nominee is set forth below.
There are no family relationships between any Nominee and/or any executive officers of the Company. Information concerning each Nominee's business history and experience is set forth below.
Daniel J. Dorman (director since 2004, age 44), is nominated for the three year term. Chairman of the Board, President, CEO and Principal Financial Officer of the Company since April 2004. Mr. Dorman also is the President of D. J. Dorman & Co., Inc. and its predecessor companies since 1989. D. J. Dorman & Co., Inc. originates, structures, acquires and manages investments in private equity and buyout opportunities on behalf of several entities. Mr. Dorman is also Chairman and CEO of Dorman Industries, LLC which is a privately owned multi-industry holding company. Additionally, Mr. Dorman is Chairman of Kroll International, LLC, a wholesaler of law enforcement, homeland security and public safety equipment; Chairman of Versatile Processing Group, Inc., a holding company for non-ferrous/base metal processing and utility service companies; a director of Kux Manufacturing Company, Inc., an architectural engineering and manufacturing company, and a director of Pipex Pharmaceuticals, Inc., a publicly held specialty pharmaceutical company developing late-stage drug candidates for the treatment of neurologic and fibrotic diseases. Mr. Dorman is a graduate of Ferris State University where he holds a Bachelor in Business Administration.
Lawrence J. De Fiore (director since 2004, age 46), is nominated for the two year term. Mr. De Fiore has been a CPA for over 20 years and is currently a shareholder and officer of the CPA firm of De Fiore Spalding, P.C. In addition, Mr. De Fiore is a managing member of Spalding Capital, LLC, a merchant banking firm, and serves on the boards of certain private equity funds and growth oriented operating enterprises. Mr. De Fiore has been active in over seventy-five transactions involving acquisitions and private investment as a principal and as a senior advisor to various Midwest based institutions and private families. Mr. De Fiore has extensive investment experience in financial due diligence, business valuation, ongoing portfolio management and strategic alliances. Mr. De Fiore graduated with honors from the Business School at Michigan State University and is licensed as a CPA in the State of Michigan.
Richard A. Walawender (director since December 2006, age 46), is nominated for the one year term. Mr. Walawender is a Senior Principal at the law firm Miller, Canfield, Paddock and Stone, P.L.C., and has been a lawyer at the firm for over 20 years. He is a former Managing Director of the firm and currently heads the firm’s Corporate & Securities Group. Mr. Walawender has extensive experience in corporate, securities and financing matters, including international ventures. He graduated with highest distinction with a B.A. from the University of Michigan and with a J.D. from the University of Michigan Law School. Mr. Walawender is licensed to practice law in the state of Michigan. He and the firm of Miller, Canfield, Paddock and Stone, P.L.C. provide legal services to the Company.
Board Meetings and Committees
The Board held one meeting during the year ended December 31, 2006 and otherwise acted by written consent.
The Company does not have a standing nominating committee. Each of Messrs. Dorman, De Fiore and Walawender participate directly in the consideration of director nominees.
The Company does not have a standing audit or compensation committee. The Company does not yet have active operations, and therefore the Company does not consider it necessary to have an audit committee. As there are currently no executives receiving compensation from the Company, the Company does not consider it necessary to have a compensation committee.
Shareholders may communicate in writing with any of the Company's directors by sending such written communication to Daniel J. Dorman, CEO of the Company, at the Company’s principal executive offices, 40950 Woodward Ave., Suite 304, Bloomfield Hills, Michigan 48304. Copies of written communications received at such address will be provided to the relevant director or directors unless such communications are determined by the Company’s outside general counsel to be inappropriate for submission to the intended recipient(s). However, any communication not so delivered will be made available upon request to any director. Examples of shareholder communications that would be considered inappropriate for submission include, without limitation, customer complaints, solicitations, product promotions, resumes and other forms of job inquiries, as well as material that is unduly hostile, threatening, illegal or similarly unsuitable.
Security Ownership of Officers, Directors and Certain Shareholders
The following table sets forth the beneficial ownership of Common Stock of the Company as of December 31, 2006, by each person who was known by the Company to beneficially own more than 5% of the Common Stock, by each current director, Executive Officers and by all current directors, and Executive Officers as a group:
Name and Address of
Amount and Nature of
Beneficial Ownership (1)
|Percent of Class|
Daniel J. Dorman
40950 Woodward Ave., Ste. 304
Bloomfield Hills, MI 48304
Patricia A. Dorman
40950 Woodward Ave., Ste. 304
Bloomfield Hills, MI 48304
Lawrence J. De Fiore, Living Trust
725 S. Adams Rd., Suite 230
Birmingham, MI 48009
Walawender Holdings, LLC
c/o 150 W. Jefferson Avenue, Suite 2500
Detroit, MI 48226
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”) and the National Association of Securities Dealers. Officers, directors and greater than ten percent shareholders are required by the SEC regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file and any amendments to those forms.
Based solely on the Company's review of the copies of such forms (and amendments) it has received representations from certain reporting persons that they were not required to file Forms 5 for specified fiscal years, the Company believes that all its officers, directors and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to transactions during the fiscal year ending December 31, 2006.
No individual who was, as of December 31, 2006, an Executive Officer of the Company received any compensation in excess of $100,000 annually for any of the fiscal years ended December 31, 2006, 2005, and 2004.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference information into this Information Statement, which means that we can disclose important information by referring you to another document filed separately by us with the SEC. The following documents previously filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Information Statement and are deemed to be a part of this Information Statement:
|·||Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.|
Any statement contained in a document incorporated by reference in this Information Statement shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this Information Statement modifies or replaces the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Information Statement.
We undertake to send by first class mail, without charge and within one business day after receipt of any written or oral request, to any person to whom a copy of this Information Statement has been delivered, a copy of any or all of the documents referred to above which have been incorporated by reference in this Information Statement, other than exhibits to the documents unless the exhibits are specifically incorporated by reference herein. Requests for copies should be directed to our Principal Financial Officer at 40950 Woodward Avenue, Suite 304, Bloomfield Hills, Michigan 48304.
A copy of the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 is being mailed to shareholders with this Information Statement.
We file annual, quarterly and current reports and other information with the SEC under the Securities Exchange Act of 1934, as amended. You may read and copy any reports and other information that we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may also obtain copies of those documents from the SEC upon payment of the prescribed fee. Information about the operation of the public reference room may be obtained by calling the SEC at 1−800−SEC−0330. The reports and other information that we file with the SEC are also available through the SEC's web site at http://www.sec.gov.
No person is authorized to give any information or to make any representation other than that contained in this information statement, and if given or made, such information may not be relied upon as having been authorized.
By Order of the Board of Directors,
/s/ Daniel J. Dorman
Daniel J. Dorman
Chairman, President, CEO and Principal Financial Officer
Date: April 27, 2007