DENTALSERV.COM
20 West 55th Street, 5th Floor, New York, New York 10019
INFORMATION STATEMENT
NOTICE OF CHANGE IN CONTROL AND OF A MAJORITY OF DIRECTORS
PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Approximate Date of Mailing: September 21, 2007
Dear Shareholder:
This notification is furnished by the Board of Directors (the "Board")
of DENTALSERV.COM (the "Company") pursuant to Rule 14f-1 of the
Securities and Exchange Act of 1934 (the "Exchange Act") to inform the
shareholders of the Company of a change in control of the Company and
a change in the majority of the Board effected pursuant to an
Agreement and Plan of Merger, dated September 5, 2007 (the "Merger
Agreement"), by and between the Company, and Medpro Safety Products,
Inc., a closely held Delaware corporation ("MedPro").
This notification was prepared by the Company, except that information
about the new directors was furnished to the Company by the new
directors. The new directors assume no responsibility for the accuracy
or completeness of the information prepared by the Company.
Please read this notification carefully. It describes the essential
terms of the Merger Agreement and contains certain biographical and
other information concerning the new directors of the Company.
Additional information about the Merger Agreement and the Company is
contained in the Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 2007 dated August 10, 2007, and its Current
Report on Form 8-K/A dated August 14, 2007 (the "Reports"), which were
filed with the United States Securities and Exchange Commission (the
"Commission"). The Reports and their accompanying exhibits may be
inspected without charge at the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of such materials may also be obtained from the SEC
at prescribed rates. The SEC also maintains a Web site that contains
reports, proxy and information statements and other information
regarding public companies that file reports with the SEC. Copies of
the Reports may be obtained from the SEC's EDGAR archives at
http://www.sec.gov/cgo-bin/srch-edgar.
CHANGE IN CONTROL
On September 5, 2007 the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Medpro Safety Products, Inc.,
a closely held Delaware corporation ("Medpro"). Pursuant to the Merger
Agreement, Medpro will be acquired by and merged with and into
Dentalserv.com (the "Reverse Merger") with Dentalserv.com as the
surviving corporation, following a one for four reverse split of our
common stock and following Dentalserv.com's private placement of units
of newly authorized convertible preferred stock and common stock
purchase warrants for initial gross proceeds of up to $13,000,000.
In effecting the Reverse Merger, Medpro capital stock shareholders,
holding all of the issued and outstanding shares of Medpro common
stock, some 24,879,363 shares, par value $.01 per share, (the "Medpro
Common Stock"), will receive one (1) share of Dentalserv.com common
stock, $.001 par value per share, in exchange for each 2.09 shares of
Medpro Common Stock held. In total, the cashless exchange of stock,
Reverse Merger transaction will involve the issuance of approximately
11,878,628 shares of our authorized, previously unissued common stock
(the "Common Stock") following the one for four reverse split of our
common stock.
As other material aspects of the Merger Agreement, the name of the
Company will be changed to "Medpro Safety Products, Inc.", the
management of Medpro will become and replace the Company's current
management, our Board of Directors will be replaced by the members of
the Board of Directors of Medpro and the business of Medpro will
become the business of the Company.
The 11,878,628 post-reverse split shares of Common Stock issued to
Medpro shareholders in the Reverse Merger transaction will represent
approximately 89.48% of the total issued and outstanding shares of our
Common Stock without giving effect to any exercise of rights to purchase
additional Common Stock issued to the accredited investors participating
in our private placement offering of units comprised of Series A
Preferred Stock and Common Stock Purchase Warrants.
This information statement will be mailed, September 21, 2007, to
holders of record of the Company's Common Stock as of the close of
business on August 10, 2007. On the Effective Date, the Company will
have outstanding approximately 13,274,628 post-reverse split shares
of Common Stock after giving effect to the Merger Agreement and related
transactions. Each share of Common Stock is entitled to one vote
on all matters to be voted on by shareholders.
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
Page 2
INFORMATION STATEMENT
CHANGES IN MANAGEMENT AND THE BOARD OF DIRECTORS
In connection with the Agreement and Plan of Merger, on the Effective
Date, the Company's Director, President and Chief Executive Officer,
Dr. Lawrence Chimerine and Mr. Robert Scherne, the Company's Chief
Financial Officer and Secretary, resigned as officers of the Company
and Dr. Chimerine, as the Company's sole Director, appointed Mr. W.
Craig Turner, Chief Executive Officer of the Company and Mr. Walter
Weller, President and Chief Operating Officer of the Company. In
addition, subject to and effective upon compliance with Rule 14f-1
under the Exchange Act, Dr. Chimerine appointed Mr. Turner, Chairman ,
Mr. Gary Peterson, Vice Chairman and Mr. Warren Rustand, Director, as
comprising the new Board prior to tendering his own resignation as a
Company Director. Rule 14f-1 provides that Messrs. Turner, Peterson and
Rustand will become Directors ten(10) days after the filing of this
Information Statement with the Securities and Exchange Commission (the
"Commission") and its delivery to the Company's shareholders, and each
will serve until his successor is elected and qualified. A shareholder
vote is not required and will not be taken with respect to the
election of the new directors in connection with the Agreement and
Plan of Merger and the Reverse Merger transaction thereunder.
EXECUTIVE OFFICERS
The new executive officers of the Company are identified in the table
below. Each executive officer of the Company serves at the pleasure of
the Board of Directors of the Company.
Date Became an
Name Age Executive Officer Positions
- --------------------------------------------------------------------------------
W. Craig Turner 53 October 10, 2007 Chief Executive Officer
Walter Weller 55 October 10, 2007 President, Chief Operating
Officer and Secretary
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information available to the Company,
as of October 22, 2007, with respect to the beneficial ownership of
the outstanding shares of the Company's Common Stock by (i) any holder
of more than five percent (5%) of the outstanding shares; (ii) the
Company's officers and directors, including directors elect and (iii)
the Company's officers and directors as a group:
Page 3
Name of Shares of Percentage(%) of
Beneficial Owner(1) Common Stock Owned Common Stock(2)
- -----------------------------------------------------------------------
Dr.Lawrence Chimerine 12,500 0.09 %
Robert Scherne 18,750 0.14 %
W. Craig Turner 5,539,632 41.73 %
Gary Peterson 1,606,103 12.09 %
Baton Development 1,529,923 11.53 %
MPLLI,LLC 1,361,597 10.26 %
Walter Weller 177,657 1.45 %
Warren Rustand 625,126 4.71 %
All officers and
directors
as a group 10,871,288 81.90 % [6
persons(3)]
(1) Beneficial ownership as reported in the table above has been
determined in accordance with Instruction (1) to Item 403 (b) of
Regulation S-B of the Exchange Act.
(2) Percentages are approximate based upon 13,274,628 issued and
outstanding shares of post-reverse split common stock without
giving effect to any exercise of the common stock purchase
rights issued to investors in the private placement of Units
comprised of Series A Preferred Stock and various Common Stock
Purchase Warrants.
(3) Includes resigning officers and directors and directors elect who
are not also officers.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
(a) There are no material proceedings known to the Company to which
any director, proposed director, officer, proposed offier or affiliate
of the Company, or any owner of record or beneficially of more than
5% of any class of voting securities of the Company, or any affiliate
of such persons is a party adverse to the Company or has a material
interest adverse to the Company.
(b) The following brief biographies contain information about the
Company's officers, proposed officers, director and proposed
directors. The information includes each person's principal
occupations and business experience for at least the past five years.
This information has been furnished to the Company by the individuals
named. There are no family relationships known to the Company between
any of these persons. There are no legal proceedings known to the
Company that are material to the evaluation of the ability or
integrity of any of the proposed directors or executive officers.
Dr. Lawrence Chimerine was appointed as our President and Chief
Executive Officer, as of December 15, 2006. Dr. Chimerine was
appointed a Director of the Company shortly thereafter. Dr. Chimerine
has for more than the past eight years been president of Radnor
International Consulting Inc., based in Radnor, Pennsylvania and
partner and member of the Investment Committee of Strategic Capital
Advisors, based in West Conshocken, Pennsylvania. For more than the
past 25 years Dr. Chimerine has been an economic consultant advising
financial institutions and government agencies on the state of the
Page 4
United States and world economics, on specific industries and business
sectors, and on the impact of economic conditions on decision making,
budgeting, and strategic planning. He has served on the House of
Representatives Task Force on International Competitiveness, the
Census Advisory Committee and the Economic Policy Board of the
Department of Commerce. He is the author or editor of several books as
well as articles that have appeared in the New York Times, Washington
Post, and American Economic Review. Dr. Chimerine has been a director
of House of Taylor Jewelry, Inc., a publicly held Los Angeles-based
international jewelry company, since September 2005.
Mr. Robert Scherne was appointed as our Chief Financial Officer,
Secretary and Treasurer as of December 15, 2006. Mr. Scherne is also
the Chief Financial Officer and Secretary of International Imaging
Systems, Inc. a publicly held Delaware Company. He has been the
principal of Robert C. Scherne, CPA, PC, since March 2003. Prior to
that, Mr. Scherne was employed as an accountant by Merdinger,
Fruchter, Rosen and Company from December 1993 to December 2002; by
Louis Sturz & Co. and its successor firm, Grossman, Russo & Shapiro,
from July 1986 until November 2002; and by L.H. Frishkoff & Co. and
its successor firm, A. Uzzo &Co., from July 1978 to June 1986. Mr.
Scherne holds a BBA in Accounting from Pace University (New York
City), and is an active member of the American Institute of Certified
Public Accountants and the New York State Society of Certified Public
Accountants
W. Craig Turner is the founder of MedPro and has been Chairman of its
Board of Directors since its inception in 1993. Mr. Turner is also
the President and Chairman of the Board of Directors of CRM Companies,
Inc., a real estate development company specializing in the
development of commercial and industrial properties. At CRM
Properties, Mr. Turner has been directly responsible for the
development of more than $250 million in commercial and industrial
properties. Previously, Mr. Turner served as Director of Industrial
Development for the Commonwealth of Kentucky under then Governors John
Y. Brown and Martha Layne Collins.
Gary A. Peterson is President and Chief Executive Officer of BATON
Development Inc., a virtual incubator for new medical products and
services and Managing Member of BATON Ventures LLC and the Venture
Partner in Affinity Ventures II LLC, venture capital funds. Since
1991, Mr. Peterson has been the President of Peterson-Spencer-Fansler
Company, a capital sourcing and operational consulting company and a
General Partner of PSF Advisors, the General Partner of PSF Health
Care Fund L.P., a venture capital limited partnership. Mr. Peterson
was co-founder and senior executive of Angiomedics Incorporated, which
was acquired by Pfizer, Inc. in 1986 and renamed to Schneider USA.
Schneider has since been sold to Boston Scientific. Prior to starting
Angiomedics, Mr. Peterson was involved with several medical device
companies including Cardiac Pacemakers, Inc. (now Guidant) and Renal
Systems, Inc. (now Minntech) in capacities ranging from management
positions in sales and marketing to operating positions in product
management to corporate long range product planning.
Walter W. Weller has been President of MedPro since 2003 and VP/COO
from the company's inception in 1993. He has been responsible for
MedPro's product strategy, building customer relationships with key
channel partners, and coordinating day to day activities for the
company. Before joining MedPro, Mr. Weller spent approximately nine
years working in manufacturing, seven years in financial and
operational management, and five years working with financial software
design and implementation services.
Page 5
Warren Rustand is currently the Managing Partner of SC Capital, has
served as a director for more than 40 public, private and not-for-
profit organizations, including as Chairman of more than half of those
organizations. In the medical field, Mr. Rustand has served as
Chairman of Tucson Medical Center, Chairman of Health Partners of
Arizona, Chairman of TLC Vision (NASDAQ: TLCV), Chairman of Medical
Body Sculpting, and Chairman of Health Equity, Incorporated. Mr.
Rustand also served as Appointment Secretary and Cabinet Secretary to
former US President Gerald Ford.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act and regulations thereunder require
the Company's executive officers and directors, and persons who own
more than ten (10%) percent of the Common Stock of the Company to file
reports of ownership and changes in ownership with the Commission, and
to furnish the Company with copies of all such Section 16(a) reports
filed. Based solely on the Company's review of copies of the Section
16(a) reports filed for the fiscal year ended December 31, 2006 and
for the period January 1, 2007 through August 31, 2007, the Company
believes that all reports have been filed in a timely manner.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as set forth below, no transactions have occurred since the
beginning of the Company's last fiscal year or are proposed with
respect to which a director, executive officer, security holder owning
of record or beneficially more than 5% of any class of the Company's
securities or any member of the immediate families of the foregoing
persons had or will have a direct or indirect material interest.
Since December 15, 2006, upon its acquisition of control of the
Company, the Company's controlling shareholder, Vision Opportunity
Master Fund, Ltd., has funded the Company's operating expenses and
provided the Company with its principal office space and miscellaneous
administrative services free of cost to the Company.
INDEBTEDNESS OF MANAGEMENT
There has been no indebtedness owed to the Company since the beginning
of the Company's last fiscal year by any director, executive officer,
security holder owning, of record or beneficially, more than 5% of any
class of the Company's securities or any member of the immediate
families of the foregoing persons, any corporation or organization of
which any of the foregoing persons serves as an executive officer,
partner, beneficial owner of 10% or more of any class of equity
securities, or any trust in which any of the foregoing persons has a
substantial beneficial interest or serves as trustee or in a similar
capacity.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
There are no standing committees of the Board. Since December 31,
2006, the Board has held no meetings and has taken action by written
consent authorizing (i) the Reverse Merger transaction,(ii) preferred
stock, (iii) change of the company's name to Medpro Safety Products, Inc.,
(iv) reverse split of the company's common stock on the basis of one
post-split share for each four pre-split shares, and (v) the Company's
Page 6
private placement of Units comprised of shares of Series A Convertible
Preferred Stock from its authorized previously unissued capital stock,
and Common Stock Purchase Warrants, for gross proceeds of up to
$13,000,000 to be used by the Company for working capital.
EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS
Prior to the Agreement and Plan of Merger and during the Company's
fiscal 2007 to date, the Company's officers and director received a
combination of cash and restricted common stock from the Company for
their services during such period.
STOCK OPTION PLANS
The Company has not adopted any stock option plans.
DENTALSERV.COM
By:____________________________________
Lawrence Chimerine, President and
Chief Executive Officer
Page 7