MEDITECH PHARMACEUTICALS, INC.
10105 E. VIA LINDA, #103
SCOTTSDALE, AZ 85258
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1
PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
February 2, 2005
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NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
INTRODUCTION
This Information Statement is being mailed on or about February 1, 2005
to holders of record on January 31, 2005 (the "Record Date") of shares of common
stock, par value $.00l per share ("Common Stock"), of Meditech Pharmaceuticals,
Inc., a Nevada corporation (the "Company"), in accordance with the requirements
of Section 14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule l4f-l promulgated thereunder. This Information
Statement is being delivered in connection with the appointment by the existing
directors of a new member of the Board of Directors of the Company (the "Board")
followed by the resignation of the existing directors pursuant to the terms of
the transactions described below. The appointment will become effective on
February 12, 2005, after expiration of the ten-day period from the date of
mailing of this Information Statement required under Rule l4f-l.
As of January 31, 2005, the Company had 1,851,855 shares of Common
Stock issued and outstanding, the Company's only class of voting securities that
would be entitled to vote for directors at a stockholders meeting if one were to
be held, each share being entitled to one vote.
Please read this Information Statement carefully. It describes the
terms of various transactions that were consummated on January 31, 2005 (the
"Closing Date") that resulted in a change of control of the Company
("Transactions"), and contains certain biographical and other information
concerning the executive officers and directors after the closing of the
Transactions. Additional information about the Company and the Transactions are
contained in the Company's Current Report on Form 8-K being filed with the
Securities and Exchange Commission (the "SEC") on or about the date of this
Statement. The Form 8-K may be inspected without charge at the public reference
section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549. Copies of this material also may be obtained from the SEC at prescribed
rates. The SEC also maintains a website that contains reports, proxy and
information statements and other information regarding public companies that
file reports with the SEC. Copies of the Form 8-K may be obtained from the SEC's
website at http://www.sec.gov.
THE TRANSACTIONS
According to the Schedule l3D filed with the SEC by Halter Capital
Corporation ("HCC") on February 2, 2005 (the "HCC 13D"), on January 31, 2005,
HCC acquired 1,416,593 shares of common stock of the Company from Gerald N. Kern
and Cynthia S. Kern in exchange for $250,000 cash. The shares issued to HCC
represent 78% of all shares of common stock outstanding.
Upon the sale of such stock, Kevin Halter, Jr. was appointed as a
director to fill a vacancy on the Board. Gerald N. Kern and Cynthia S. Kern
agreed to resign as officers and directors ten days after the mailing of this
statement, along with the remaining directors, Harry Hall and Larry Goldstein.
In connection with the change of control, new management has signified
its intentions to expand into other business opportunities which it has been
exploring and developing.
DIRECTORS, EXECUTIVE, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth the officers and directors of the
Company.
Name Position Age
---- -------- ---
Kevin Halter, Jr. Director 44
Gerald N. Kern Director, Chairman, President, CEO and CFO 66
Cynthia S. Kern Director, Secretary 54
Harry Hall Director 69
Lester Goldstein, Phd. Director 60
Kevin B. Halter, Jr. has served as Vice President and Secretary of
Halter Capital Corporation since 1987. He is President of Securities Transfer
Corporation, a stock transfer company registered with the Securities and
Exchange Commission, a position that he has held since 1987. Mr. Halter has
served as Vice President, Secretary and a director of Millennia, Inc. and
Digital Communications Technology Corporation since 1994.
Gerald N. Kern has been our Chairman of the Board and Chief Executive
Officer since July 1982 and has been a director of our Company since July 1982.
Mr. Kern served as our President from July 1982 until June 1995 and again since
November 2004. From August 1996 to February 1998, Mr. Kern also served as
Chairman of the Board, President and Chief Executive Officer of GumTech
International, Inc., a chewing gum manufacturer. From August 1994 to August
1996, Mr. Kern served as President of AURA Interactive, an electronics company.
Since July 1982, he has served as President and Chief Executive Officer and a
director of Petro-Med, Inc., a shareholder of our Company. Prior to that, Mr.
Kern served in senior executive positions with International Playtex Corporation
and Max Factor and Company.
Cynthia S. Kern has served as our Vice Chairman since August 2001, and
as a director of our Company and our Corporate Secretary since July 1982. She
also served as our President from 1995 until August 2001. Prior to joining our
Company, Mrs. Kern served as President and Treasurer of FSL Cosmetics, Ltd. Mrs.
Kern received a B.A. in English from the University of California, Los Angeles.
2
Lester Goldstein, PhD. has been a member of our Board of Directors
since July 1982. Since January 2000, Dr. Goldstein has served as the President
and Chief Operating Officer of Island Mist, a manufacturer of portable misting
systems. From April 1998 to January 2000, Dr. Goldstein was Vice President of
Coast Energy, a manufacturer of energy saving devices. From August 1996 to
February 1998, Dr. Goldstein served as Executive Vice President of Gumtech
International, Inc., a chewing gum manufacturer, where he was responsible for
operations. Prior to that position, from July 1992 to August 1996 Dr. Goldstein
served as Vice President of AURA Systems, an electronics company. Dr. Goldstein
obtained a B.A. from Hofstra University in Physics and Mathematics and an M.S.
and Ph.D. in Physics from the Polytechnic University of New York.
Harry Hall has been a member of our Board of Directors since 1984. Mr.
Hall has over 30 years of corporate management experience. Since 1986, Mr. Hall
has been a principal at Hall & Associates, a sales and marketing consulting
firm. Mr. Hall is a graduate of Auburn University where he received a B.S. in
Business Administration and he has completed the Effective Executive Program at
Wharton University. Mr. Hall has also served as the President of the Consumer
Affairs Committee of the American Apparel Manufacturers Association.
Except as set forth above, all directors hold office until the next
annual meeting of the shareholders of the Company, and until their successors
have been elected and qualified. Officers serve at the discretion of the Board
of Directors.
Section 16(a) Beneficial Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, 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 initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
These insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4 and 5. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, during the calendar year ended December 31,
2004, all Section 16(a) filing requirements applicable to its insiders were
complied with.
CORPORATE GOVERNANCE
The Company does not maintain an Audit Committee, Nominating Committee
or Compensation Committee. Mr. Halter intends to nominate at the next
stockholders' meeting one or more directors, including independent directors, to
perform these functions. The Company has a process pursuant to which the
stockholders of the Company may send communications to the Board. By accessing
http://www.mdch.net/pages/contact/contactmain.htm, stockholders can obtain the
phone number and email address for the Company in order to send messages to
members of the Board. A total of four Board meetings were held during fiscal
year 2004. The Company does not have a formal attendance policy for annual Board
meetings. All members of the Board attended the 2004 annual Board meeting either
personally or telephonically.
EXECUTIVE COMPENSATION
The Company pays no compensation to its officers and directors
currently and has paid no compensation in any amount or of any kind to its
executive officers or directors in over five years. No stock options or other
stock-based remunerations have been issued in connection with executive
compensation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth information as of January 31, 2005
concerning the beneficial ownership of the common stock of the Company by (i)
each person who is known to us to own beneficially more than five percent of the
outstanding shares of common stock, (ii) each director and executive officer of
the Company and (iii) all directors and executive officers as a group.
4
Name and address Amount and nature
Title of Class of beneficial owner of beneficial owner Percentage
-------------- ------------------- ------------------- ----------
Common Halter Capital Corporation 1,416,593 78%
2591 Dallas Parkway, Suite 102
Frisco, TX 75034
Common Kevin Halter, Jr. 1,416,593(1) 78%
12330 SW 53rd Street
Ft. Lauderdale, FL 33330
Common Kevin Halter, Sr. 1,416,593(1) 78%
2591 Dallas Parkway, Suite 102
Frisco, TX 75034
Common Petro-Med, Inc. 237,814(2) 12.8%
10105 E. Via Linda, #103
Scottsdale, AZ 85258
Common Gerald N. Kern 237,814(3) 12.8%
10105 E. Via Linda, #103
Scottsdale, AZ 85258
Common Cynthia S. Kern 88,262(4) 5%
10105 E. Via Linda, #103
Scottsdale, AZ 85258
Common Harry Hall 350 <1%
10105 E. Via Linda, #103
Scottsdale, AZ 85258
Common Lester Goldstein, Ph.D. 540 <1%
10105 E. Via Linda, #103
Scottsdale, AZ 85258
Common All executive officers and directors 1,741,559 94%
a group (5 persons)
(1) Consists of 1,416,593 shares registered in the name of Halter Capital
Corporation.
(2) Includes 31,060 shares registered in the name of Gerald N. Kern.
(3) Includes 25,550 shares of common stock issuable upon exercise of
options which are presently exercisable or exercisable within 60 days
of the date hereof and 206,754 shares registered in the name of
Petro-Med, Inc.
(4) Includes 2,000 shares of common stock issuable upon exercise of options
which are presently exercisable or exercisable within 60 days of the
date hereof.
By Order of the Board of Directors
/s/ Gerald N. Kern
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Gerald N. Kern, Chairman
February 2, 2005