SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No.__)
Check the appropriate box:
X Preliminary Information Statement
_ Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
_ Definitive Information Statement
LATINOCARE MANAGEMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
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 0-11 (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
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:
LATINOCARE MANAGEMENT CORPORATION
959 Walnut Avenue, Suite 250
Pasadena, California 91107
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
JANUARY 24, 2003
To The Shareholders of Latinocare Management Corporation
Jose J. Gonzalez and Luval Chiprut (collectively, the "Majority
Shareholders") are the holders of a total of 13,471,645 shares or approximately
92.1% of the total issued and outstanding stock of Latinocare Management
Corporation, a Nevada corporation (the "Company"). The Majority Shareholders
intend to adopt the following resolutions by written consent in lieu of a
meeting pursuant to the General Corporation Law of the State of Nevada.
1. Authorize the distribution on a pro rata basis to the shareholders of
the Company, as a stock dividend, all of the outstanding shares of
common stock of Latinocare Management Corporation, a California
corporation (the "Subsidiary"), that are currently owned by the Company
(the "Spin-Off"), so that upon completion of the Spin-Off, the Company
will not own any shares in the Subsidiary.
Jose J. Gonzalez, Secretary
-----------
WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
-----------
LATINOCARE MANAGEMENT CORPORATION
959 WALNUT AVENUE, SUITE 250
PASADENA, CALIFORNIA 91107
JANUARY 24, 2003
SHAREHOLDERS ACTION
The Majority Shareholders will submit their consents to the shareholder
resolutions described in this Information Statement on or about January 21,
2002, to be effective as of March 17, 2003. As of January 24, 2003, the Majority
Shareholders held of record 13,471,645 shares of the Company's common stock, no
par value per share, or approximately 92.1% of the total issued and outstanding
common stock of the Company. The remaining outstanding shares of common stock
are held by several hundred other shareholders.
The Majority Shareholders consist of Jose J. Gonzalez, the Chairman,
President, Chief Executive Officer, Chief Financial Officer, and Secretary of
the Company, and Luval Chiprut. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS."
Holders of the common stock of record as of January 24, 2003 are
entitled to submit their consent to the shareholder resolutions described in
this Information Statement, although no shareholder consents other than that of
the Majority Shareholders are required to be submitted in order for the
resolution to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders or
the prospects of the proposed shareholder resolutions being adopted. The
Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. Other shareholders who desire to submit
their consents must do so by March 17, 2003, and once submitted will not be
revocable. The affirmative vote of the holders of a majority of the outstanding
common stock of the Company is required to adopt the resolutions described in
this Information Statement. California law does not require that the proposed
transaction be approved by a majority of the disinterested shareholders. A total
of 14,627,100 shares of common stock will be entitled to vote on the Company's
proposed transactions described in this Information Statement.
THE COMPANY AND THE TRANSACTION
The Company has its executive offices at 959 Walnut Avenue, Suite 250,
Pasadena, California 91107, and its telephone number is (626) 583-1115. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to issue one share of the common stock of Latinocare
Management Corporation, a California corporation and wholly owned subsidiary of
the Company (the "Subsidiary"), for each share of the Company's common stock
currently issued and outstanding as a stock dividend to the Company's
shareholders of record as of 5:00 p.m. Pacific Standard Time on March 17, 2003
(collectively, the "Spin Off").
The Board of Directors of the Company voted unanimously to implement
the Spin Off. The Board of Directors believes that the implementation of the
Spin Off is critical to enabling the Company to facilitate a future business
combination with an operating company. In the event the Company is unable to
facilitate a business combination with an operating company, the Company's
controlling shareholders may sell their stock to an individual or entity that
would similarly seek to enter into a business combination with an operating
company on behalf of the Company.
-1-
The Subsidiary is currently insolvent. Due to a dispute, which the
Subsidiary was unable to resolve, the Subsidiary was forced to lay off its
employees and lost its management service contracts. The Subsidiary may be
forced to file for bankruptcy or reorganize. Accordingly, the Board of Directors
believes that the Spin Off will allow the Company to seek an acquisition or
other business combination with an operating company. Alternatively, the
Company's controlling shareholders may sell their stock to an unaffiliated
individual or entity in order to facilitate a similar acquisition or business
combination with an operating company.
On January 15, 2003, the Company was notified by Cedars-Sinai Medical
Center it will foreclose on its security interest in certain assets and stock of
the Subsidiary under its Loan and Security Agreement with the Subsidiary, dated
November 30, 1995, and its Stock Pledge Agreement with the Subsidiary, dated
July 23, 2001 (collectively, the "Cedars Loan Agreements"). The Subsidiary is
currently in default under Cedars Loan Agreements, which includes a note for
$1,750,000 payable by the Subsidiary to the Cedars Sinai Medical Center. The
foreclosure notice stated that the collateral would be offered for sale at a
public auction on February 10, 2003. The collateral includes 28% of the total
issued and outstanding common stock of the Subsidiary. Accordingly, the Spin-Off
may result in the Company's shareholders owning 72% of the total issued and
outstanding common stock of the Subsidiary rather than 100% of its outstanding
stock. After the foreclosure, Cedars Sinai Medical Center or a third party
purchaser at the public auction, if any, would own 28% of the outstanding common
stock of the Subsidiary.
After the Spin-Off, the Company will own no shares of the Subsidiary
and will have no significant assets. The Company estimates that it will have
approximately $60,000 of liabilities after the Spin-Off, comprised of accounts
payable. The Company believes that the shares of the Subsidiary currently have
no value and therefore should not result in taxable gain to the Company's
shareholders when they are distributed. Nevertheless, Shareholders are advised
to consult with their tax advisors regarding the potential tax aspects of the
Spin-Off in relation to their individual circumstances. The Company is not
expected to experience a material tax consequence as a result of the Spin-Off.
Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending December 31, 2001 and its quarterly report on
the Form 10-QSB for the quarter ending September 30, 2002 are available upon
request to: Jose J. Gonzalez, Secretary, Latinocare Management Corporation, 959
Walnut Avenue, Suite 250, Pasadena, California 91107.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
January 24, 2003 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Latinocare Management Corporation, 959 Walnut Avenue, Suite 250,
Pasadena, California 91107.
-2-
Number of Shares Beneficially Percentage
Name, Title, and Address Owned(1) Ownership
- --------------------------------------------------------------------------------------------------------------
Jose J. Gonzalez 6,904,218 47.2%
President, Chief Executive Officer, Chief
Financial Officer, Secretary, and Chairman..
Luval Chiprut............................... 6,567,427 44.9%
All current executive officers as a group... 6,904,218 47.2%
All current directors who are not executive
officers as a group...................... 0 0%
(1) Except as pursuant to applicable community property laws, the persons
named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned. The total number of
issued and outstanding shares and the total number of shares owned by
each person is calculated as of January 24, 2003.
MANAGEMENT
The following table lists the names and ages of the executive officers
and directors of the Company and the Subsidiary. The directors were elected on
February 28, 2002 and will continue to serve until the next annual shareholders
meeting or until their successors are elected and qualified. All officers serve
at the discretion of the Board of Directors.
Name Age Position With the Company
--------- --- -------------------------------------
Jose J. Gonzalez 56 President, Chief Executive Officer,
Chief Financial Officer, Secretary,
and Chairman
Jose J. Gonzalez, age 56, has been the Chairman of the Board of
Directors, President, Chief Executive Officer, and Secretary of the Company
since October 2001 and the Chief Financial Officer of the Company effective
December 2002. He has been the President and Chief Executive Officer of
Latinocare Management Corporation, a California corporation and wholly owned
subsidiary of the Company, since its inception in February 1995. Mr. Gonzalez
has more than 30 years of experience in the health care industry, including
hospital administration, group and Independent Physician's Association
development, managing community clinics in Los Angeles and Orange County, and
managed care contracting. From December 1984 to July 1987, he was President and
Chief Executive Officer of Universal Medi-Co., which contracted with group
practices to provide management and support services. In November 1983, he
-3-
started the White Memorial Medical Group, a hospital based group practice. Mr.
Gonzalez is currently a member of the Public Policy Committee for the California
Association of Physicians Organizations, as well as a member of the Advisory
Board of the California Department of Managed Health Care, an appointment he
received from Governor Gray Davis. Mr. Gonzalez received a Bachelor of Arts
Degree in Language and Communications from California State University, Long
Beach in 1970 and a Masters Degree in Public Administration, Health Care
Management from Pepperdine University in 1973.
Under the Nevada General Corporation Law and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
BOARD COMMITTEES
The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. During the fiscal year ended December
31, 2002, the Board of Directors held one meeting.
COMPENSATION OF DIRECTORS
Directors receive no cash compensation for their services to the
Company as directors, but are reimbursed for expenses actually incurred in
connection with attending meetings of the Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table and notes set forth the annual cash compensation
paid to Jose Gonzalez, the President, Chief Executive Officer, Chief Financial
Officer, and Secretary of the Company, by the Subsidiary during its fiscal years
ended December 31, 2002, 2001, 2000, and 1999, respectively. No other executive
officer received compensation in excess of $100,000 in any such year.
-4-
Annual Compensation Long-term
Compensation
Awards
------
Securities
Fiscal Other Annual Underlying All Other
Name and Principal Position Year Salary(1) Bonus Compensation Options Compensation
- --------------------------- ---- --------- ----- ------------ ------------- ------------
Jose J. Gonzalez 2002 $144,000 - 0 - - 0 - - 0 - - 0 -
President, Chief Executive
Officer, Chief Financial
Officer, and Secretary
2001 $144,000 - 0 - - 0 - - 0 - - 0 -
2000 - 0 - - 0 - - 0 - - 0 - $144,000(2)
1999 - 0 - - 0 - - 0 - - 0 - $144,000(2)
(1) During the Subsidiary's fiscal year 2001, Mr. Joseph Luevanos, the
former Chief Financial Officer of the Company and the Subsidiary,
received an annual salary from the Subsidiary of $168,000. Mr. Luevanos
submitted his resignation as a director and Chief Financial Officer of
the Company in January 2003, effective as of November 30, 2002.
(2) Prior to 2001, Mr. Jose J. Gonzalez received consulting fees from the
Company.
OPTIONS GRANTED IN LAST FISCAL YEAR
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
EMPLOYMENT AGREEMENT
The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
-5-
INDEPENDENT AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Robert Pacheco, C.P.A., independent
certified public accountants, to serve as independent auditors for the fiscal
year ended December 31, 2002.
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's
2003 Annual Meeting should have been received at the Company's principal
executive office not later than November 1, 2002. Any such proposal must comply
with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and
Exchange Commission. Shareholder proposals should be addressed to the Secretary
of the Company.
Nominations for directors to be elected at the 2003 Annual Meeting,
other than those made by the Board of Directors, should have been submitted to
the Secretary of the Company no later than November 1, 2002. The nomination
should include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO JOSE J. GONZALEZ, SECRETARY
OF THE COMPANY, AT LATINOCARE MANAGEMENT CORPORATION, 959 WALNUT AVENUE, SUITE
250, PASADENA, CALIFORNIA 91107, TELEPHONE (626) 583-1115, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE.
-6-