UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No. 1)
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
VIKING SYSTEMS, INC.
(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 0-1:
(1) Title of each class of securities to which transaction applies: NA
(2) Aggregate number of securities to which transaction applies: NA
(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): NA
(4) Proposed maximum aggregate value of transaction: NA
(5) Total Fee Paid: NA
[ ] 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 previously filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0
(2) Form, Schedule or Registration Statement No. NA
(3) Filing Party: NA
(4) Date Filed:
Contact Person: A. O. Headman, Jr., ESQ, Cohne Rappaport & Segal
525 East 100 South 5th Floor, Salt Lake City, UT 84102; Tel: 801-532-2666, Fax:
801-355-1813
VIKING SYSTEMS, INC.
7514 Girard Avenue, Suite 1509
La Jolla, CA 92037
NOTICE OF ACTION TO BE TAKEN WITHOUT A STOCKHOLDERS' MEETING
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TO OUR STOCKHOLDERS:
Notice is hereby given that Viking Systems, Inc. plans to take certain
corporate action pursuant to the written consent of our Board of Directors and
the holders of a majority of our outstanding voting securities ("Majority
Stockholders"). The action we plan to take is to amend our Articles of
Incorporation to increase (i) the number of shares of common stock which we are
authorized to issue from 20,000,000 to 100,000,000; and (ii) the number of
shares of preferred stock which we are authorized to issue from 5,000,000 to
25,000,000 ("Increased Capital Proposal").
On December 18, 2003, our Board of Directors unanimously approved the
Increased Capital Proposal and the Majority Stockholders have consented in
writing to the Increased Capital Proposal.
The Increased Capital Proposal will be effected through an amendment to our
Articles of Incorporation.
The Board of Directors has fixed the close of business on February 24,
2004, as the Record Date for determining the stockholders entitled to notice of
the foregoing.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN AND NO PROXY OR VOTE IS
SOLICITED BY THIS NOTICE.
April 20, 2004
By Order of the Board of Directors
VIKING SYSTEMS, INC.
7514 Girard Avenue, Suite 1509
La Jolla, CA 92037
PRELIMINARY INFORMATION STATEMENT
April 20, 2004
This Information Statement is being provided to you by the
Board of Directors of Viking Systems, Inc
---------------------
This Information Statement and the Notice of Action Taken Without a
Stockholders' Meeting (jointly, the "Information Statement") is furnished by the
Board of Directors of Viking Systems, Inc. (the "Company" or "Viking"), a Nevada
corporation, to the holders of the Viking's common stock at February 24, 2004
(the "Record Date") to provide information with respect to action taken by the
written consent of the Majority Stockholders. The Majority Stockholders approved
by written consent a proposal (the "Increased Capital Proposal") to amend our
Articles of Incorporation to increase the number of shares of common stock which
we are authorized to issue from 20,000,000 to 100,000,000 and to increase the
number of shares of preferred stock which we are authorized to issued from
5,000,000 to 25,000,000.
The Board of Directors decided to obtain written consent of the Majority
Stockholders in order to avoid the costs and management time required to hold a
special meeting of stockholders. All required corporate approvals of the
Increased Capital Proposals have been obtained, subject to furnishing this
notice and 20 days elapsing from the date of this notice. This Information
Statement is furnished solely for the purpose of informing stockholders of this
corporate action in the manner required by Rule 14c-2(b) under the Securities
Exchange Act of 1934, as amended.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER'S
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
our common stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
INTEREST OF CERTAIN PERSONS IN FAVOR OF OR OPPOSITION
TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially
affected through the adoption of the Increased Capital Proposal whether
adversely or otherwise.
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VOTING SECURITIES
As of the Record Date, the Company's authorized capitalization consisted of
20,000,000 shares of common stock, par value $.001 per share, and 5,000,000
shares of preferred stock, par value $.001 per share. Our Board of Directors has
previously designated a Series A of our preferred stock consisting of all
5,000,000 shares of our preferred stock. At February 24, 2004, the Record Date,
we had 6,294,650 shares of common stock issued and outstanding and no shares of
Series A Preferred Stock issued or outstanding.
Each share of common stock entitles its holder to one vote on each matter
submitted to the common stockholders for a vote. We have obtained the written
consent of the Majority Stockholders representing 4,700,300 votes on the
Increased Capital Proposal.
BACKGROUND
Viking was incorporated in Nevada on May 28, 1998. In November 2003, we
adopted a new business plan which has resulted in Viking engaging in the
business of acquiring and operating medical device companies.
We were originally engaged in the computer training and services business
but were unsuccessful in our operations and terminated those operations in
December 2002. Our previous business operations were limited and did not result
in (i) significant revenues, (ii) the accumulation of a significant dollar
amount of assets, or (iii) in earnings. Because of a lack of funds, we were
unable to fund the costs of complying with our filing requirements under Section
13 of the Securities Exchange Act of 1934, as amended. In November 2003, our
Board of Directors, as then constituted, considered and approved a proposal from
a third party relating to a change of Viking's business plan and an infusion of
capital. Since November 2003, a new Board of Directors and new officers have
been appointed, a limited amount of capital has been raised. Our new Board of
Directors has adopted a new business plan which calls for Viking to engage in
the business of development, manufacturing and marketing of medical devices. Our
plan is to identify and attempt to acquire companies, assets and operations in
the medical device market, initially focusing on companies with vision, optics,
laser, sensor and related medical technology for the surgeon. On December 22,
2003, we entered into an Asset Purchase Agreement with Vista Medical
Technologies, Inc. for our first acquisition. We closed this acquisition on
April 15, 2004. Viking Stockholder approval was not required in connection with
the acquisition of assets from Vista Medical Technologies.
Prior to November 24, 2003, there were 2,528,500 shares of Viking common
stock issued and outstanding. On November 24, 2003, we entered into Stock
Purchase Agreements with Donald E. Tucker and Troika Capital Investment.
Pursuant to the Stock Purchase Agreement with Mr. Tucker, we sold 3,200,000
shares of our common stock to Mr. Tucker for $64,000 or $.02 per share. Pursuant
to the Stock Purchase Agreement with Troika Capital Investment, we sold 250,000
shares of our common stock to Troika Capital for $5,000 or $.02 per share. As of
the Record Date, Mr. Tucker owned 3,200,000 or 53.5 per cent of the shares of
common stock issued. Mr. Tucker has also purchased 5,000,000 shares of our
Series A Preferred Stock. These Series A Preferred shares were issued to Mr.
Tucker subsequent to the Record Date for $400,000. As of the Record Date, Troika
Capital Investments and its affiliates owned 600,300 or 9.5 per cent of the
shares of common stock issued.
The 5,000,000 shares of Series A Preferred Stock owned by Mr. Tucker are
convertible into 20,000,000 shares of our common stock. Each share of Series A
Preferred Stock has four votes in all matters submitted to shareholders for a
vote. We do not currently have a sufficient number of shares of common stock
authorized for issuance to Mr. Tucker upon his conversion of Series A Preferred
Stock. Each share of Series A Preferred Stock is convertible into four shares of
our common stock.
On April 15, 2004, we issued 3,054,000 shares of our common stock to Vista
in connection with the acquisition of the Vista assets. As of April 15, 2004, we
had 9,348,650 shares of our common stock issued and outstanding and 5,000,000
shares our Series A Preferred Stock issued and outstanding.
VIKING BUSINESS STRATEGY
Viking is strategically focused on developing a portfolio of medical
products, technologies and services that serve the needs of the surgical
environment. Through its anticipated development capabilities, targeted
acquisitions and a network of business alliances, Viking intends to position
itself as a leader in integrated information, visualization and surgical control
solutions.
Early Stage Ventures. We are interested in early stage ventures and
research programs (private or public) with technologies that are either focused
on clinical/surgical information or leading edge imaging and optics appropriate
to minimally invasive or complex surgical procedures. We seek investment
opportunities and licensing agreements with those that meet our standards of
commercial potential, portfolio alignment and patents of strategic value.
Mergers and Acquisitions. We are actively seeking businesses, operations
and product-lines that are focused on clinical/surgical information, digital
imaging, 3D visioning, surgical robotics, endoscopic and laparoscopic solutions
and single-use surgical products. Viking believes there are a substantial number
of businesses in both North America and Europe that are complementary to its
technologies, portfolio requirements and strategic direction. Viking believes it
offers a pathway for growth and success. We intend to play an increasing role in
the medical technology market, with the goal of generating revenues,
profitability and increased market value.
Small and midsize companies, operations or products that Viking acquires
will likely meet some or all of the following criteria:
o Demonstrated revenue growth;
o Strategic patents and/or technology leadership;
o Strong relationships in the surgical community;
o Regulatory approval (FDA and/or CE);
o Solid technical management and skills; and
o Distribution and/orService capability
Business Alliances and Partnerships. We will invite businesses that require
expanded distribution and have products and services within the scope and intent
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of its business to contact us. We are particularly interested in organizations
with clinical/surgical information capabilities, a systems integration and
engineering focus and/or have software and imaging products currently recognized
and in-use in the surgical environment.
Governmental Regulation. Our business plan calls for us to engage in the
business of marketing medical devices. The manufacture and sale of medical
devices intended for commercial distribution are subject to extensive
governmental regulation in the United States. Medical devices are regulated in
the United States primarily by the FDA and, to a lesser extent, by certain state
agencies. Generally, medical devices require pre-market clearance or pre-market
approval prior to commercial distribution. In addition, certain material changes
or modifications to, and changes in intended use of, medical devices also are
subject to FDA review and clearance or approval. The FDA regulates the research,
testing, manufacture, safety, effectiveness, labeling, storage, record keeping,
promotion and distribution of medical devices in the United States and the
export of unapproved medical devices from the United States to other countries.
Non-compliance with applicable requirements can result in failure of the
government to grant pre-market clearance or approval for devices, withdrawal or
suspension of approval, total or partial suspension of production, fines,
injunctions, civil penalties, refunds, recall or seizure of products and
criminal prosecution.
INCREASE IN AUTHORIZED COMMON STOCK AND PREFERRED STOCK
General
Our Board of Directors has unanimously approved a proposal to amend our
Articles of Incorporation to increase the number of shares of common stock which
we are authorized to issue from 20,000,000 to 100,000,000 and to increase the
number of shares of preferred stock which we are authorized to issue from
5,000,000 to 25,000,000. Our Board has recommended to our Majority Stockholders
that they vote in favor of the Increased Capital Proposal and our Majority
Stockholders have voted in favor of the Increased Capital Proposal. The votes of
our Majority Stockholders were obtained by written consent.
Consent Required
Approval of the Increased Capital Proposal, through an amendment to our
Articles of Incorporation, required the consent of the holders of a majority of
the outstanding voting shares. As of the Record Date, Majority Stockholders
beneficially owned 4,700,300 shares of our common stock representing
approximately 74.7% of the votes that could be cast by the holders of our
outstanding voting shares as of the Record Date. The Majority Stockholders have
given their written consent to this Increased Capital Proposal and accordingly,
the requisite stockholder approval of this Proposal was obtained by the
execution of the Majority Stockholders' written consent in favor of the
Proposal.
Amendment
Our Board of Directors and the Majority Stockholders have voted to amend
Article III of our Articles of Incorporation to read as follows:
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ARTICLE III
CAPITAL STOCK
The total number of shares the Corporation is authorized to issue is
125,000,000, which shall be divided into two classes, as follows: (1) 25,000,000
Preferred Shares, par value $.001 per share, of which 5,000,000 shares are
designated as Series "A" Preferred Stock, and (2) 100,000,000 Common Shares, par
value $.001 per share. The preferences, limitations and relative rights of each
class of shares (to the extent established hereby), and the express grant of
authority to the board of directors to amend these Articles of Incorporation to
divide the Preferred Shares into series or classes, to establish and modify the
preferences, limitations and relative rights of the shares of Preferred Shares,
and to otherwise make changes affecting the capitalization of the Corporation,
subject to the limitations and procedures set forth in the Nevada General
Corporations Act (the "Act"), are as follows:
A. Common Shares.
1. Each outstanding Common Share shall be entitled to one vote on each
matter to be voted on by the shareholders of the Corporation.
2. Subject to any rights that may be conferred upon any Preferred
Shares, upon dissolution of the Corporation the holders of Common Shares
then outstanding shall be entitled to receive the net assets of the
Corporation. Such net assets shall be divided among and paid to the holders
of Common Shares, on a pro-rata basis, according to the number of Common
Shares held by each of them.
3. Subject to any rights that may be conferred upon any Preferred
Shares, dividends may be paid on the outstanding Common Shares if, as and
when declared by the board of directors, out of funds legally available
therefore.
4. All rights accruing to the outstanding shares of the Corporation
not expressly provided for to the contrary herein or in the Corporation's
bylaws or in any amendment hereto or thereto shall be vested in the Common
Shares.
B. Preferred Shares. Pursuant to the authority granted to the board of
directors by the Act, the board of directors, without stockholder action, may
amend the Corporation's Articles of Incorporation, to the extent and in the
manner permitted by the Act.
C. Series A Preferred Stock. The Board of Directors has designated
5,000,000 shares of our Preferred Stock as Series A Preferred Stock, the terms
and preferences of which are as follows:
Section 101. Designation. The Series A Preferred Stock shall consist
of 5,000,000 shares, which number shall not be increased but may be
decreased (but not below the number of shares of Series A Preferred Stock
then outstanding) from time to time by a resolution or resolutions of the
Board of Directors. Shares of Preferred Stock redeemed by the Corporation
or converted into Common Stock shall be canceled and shall revert to
authorized but unissued shares of preferred stock designated as to series
or class upon compliance with the applicable provisions of law.
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Section 102. Ranking. The Series A Preferred Stock shall rank senior
to the Common Stock as to the payment of dividends and the distribution of
assets on liquidation, dissolution and winding up of the affairs of the
Corporation. Each share of Series A Preferred Stock shall rank on a parity
with or senior to each other series of preferred stock, other than any
Junior Stock, which may be hereafter issued by the Corporation in the
payment of dividends and in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
Section 103. Definitions. As used herein with respect to Series A
Preferred Stock, the following terms shall have the following meanings:
(a) the term "Junior Stock" shall mean the Common Stock and any
other class or series of stock of the Corporation hereafter authorized
or issued over which Series A Preferred Stock has preference or
priority in (i) the payment of dividends and (ii) the distribution of
assets on any liquidation, dissolution or winding up of the
Corporation.
(b) the term "Common Stock" shall mean the class of stock
designated as the common stock, par value $.001 per share, of the
Corporation at the date of the adoption of this resolution or any
other class of stock resulting from successive changes or
reclassifications of such common stock.
Section 201. No Dividends. No dividends shall accrue on the Series A
Preferred Stock.
Section 301. Liquidation Preference ($0.08 per share).
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, then, before any
distribution or payment shall be made to the holders of any Junior
Stock, the holders of Series A Preferred Stock shall be entitled to be
paid in full an amount equal to $0.08 per share, together with accrued
and unpaid dividends and any accumulated dividends to such
distribution or payment date, whether earned or declared.
(b) If, upon any liquidation, dissolution or winding up of the
Corporation, such payment referred to in Section 301(a) shall have
been made in full to holders of Series A Preferred Stock, the
remaining assets and funds of the Corporation shall be distributed
among the holders of the Junior Stock, according to their respective
rights and preferences and in each case according to their respective
shares. If, upon any liquidation, dissolution or winding up of the
Corporation, such payment referred to in Section 301(a) shall not have
been made in full to the holders of all outstanding shares of Series A
Preferred Stock, the holders of Series A Preferred Stock and all other
classes or series of stock of the Corporation ranking on a parity
therewith in the distribution of assets, shall share ratably in any
distribution of assets in proportion to the full amounts to which they
would otherwise be respectively entitled. Neither the consolidation
nor the merger of the Corporation with or into any other corporation
or corporations, nor a reorganization of the Corporation alone, nor
the sale or transfer of all or any part of its assets, shall be deemed
a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 301.
Section 302. Notice of Liquidation. Written notice of any voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
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Corporation, stating a payment date and the place where the distributable
amounts shall be payable and containing a statement of or reference to the
conversion right set forth in Section 501 shall be given by the Corporation
to the holders or holders of the Series A Preferred Stock.
Section 401. No Redemption. Shares of Series A Preferred Stock are not
redeemable by the Corporation.
Section 501. Conversion.
(a) Conversion Ratio. Subject to and upon compliance with the
provisions of this Section 501, at the option of the holder thereof,
any share of the Series A Preferred Stock may be converted at any time
by the holder thereof into four (4) shares of common stock. Not
withstanding anything else contained herein to the contrary, the
Series A Preferred Stock may not be converted into common stock unless
the number of shares of common stock authorized is sufficient for
issuance of common stock in connection with such conversion.
(b) Conversion Procedure. To convert shares of Series A Preferred
Stock into Common Stock, the holder thereof shall surrender at the
office of any transfer agent for the Series A Preferred Stock (or, if
there be no transfer agent, at the principal office of the
Corporation) the certificate or certificates therefore, duly endorsed
or assigned to the Corporation, and give written notice to the
Corporation that such holder elects to convert such shares. Such
notice of conversion shall specify (i) the number of shares of Series
A Preferred Stock to be converted and the name or names in which such
holder wishes the certificate or certificates for Common Stock and for
any shares of Series A Preferred Stock not be so converted to be
issued and (ii) the address to which such holder wishes delivery to be
made of such new certificates to be issued upon such conversion.
Shares of Series A Preferred Stock shall be deemed to have been
converted immediately prior to the close of business on the day of the
surrender of such shares for conversion in accordance with the foregoing
provisions, and the person or persons entitled to receive the Common Stock
issuable upon conversion shall thereupon be treated for all purposes as the
record holder or holders of the Common Stock. As promptly as practicable on
or after the conversion date, the Corporation shall issue and shall deliver
a certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, together with payment in lieu of any fractional
share, as hereinafter provided, to the person or persons entitled to
receive the same. In the event that there shall have been surrendered a
certificate or certificates representing shares of Series A Preferred
Stock, only part of which are to be converted, the Corporation shall issue
and deliver to such holder or such holder's designee a new certificate or
certificates representing the number of shares of Series A Preferred Stock
which shall not have been converted.
Section 502. Adjustment of Conversion Ratio. The Conversion Ratio in
effect at any time and the number and kind of securities purchasable upon
the conversion of equal share of the Series A Preferred Stock shall be
subject to adjustment from time to time upon the happening of certain
events at any time after December 18, 2003 as follows:
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(a) Distributions, Subdivision or Reclassification of Common
Stock. In case the Corporation shall (i) make a distribution on its
outstanding Common Stock in shares of Common Stock; (ii) subdivide or
reclassify its outstanding shares of Common Stock into a greater
number of shares; or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, then the
Conversion Ratio in effect at the time of the record date for such
distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted;
(b) Condition Precedent in Extraordinary Transaction. In case of
any reclassification, capital reorganization or other similar activity
which results in a change in the outstanding shares of Common Stock or
in case of the merger or consolidation of the Corporation with another
entity or any sale, assignment, lease or conveyance to another entity
of all or substantially all of the property or assets of the
Corporation in one or a series of transactions, the Corporation shall,
as a condition precedent to such transaction, cause effective
provisions to be made so that the holders of Series A Preferred Stock
shall have the right thereafter, by converting the Series A Preferred
Stock, to purchase the kind and amount of shares and other securities
and property receivable upon such reclassification, capital
reorganization or similar activity, change, merger or consolidation,
or sale, assignment, lease or conveyance which would have been
received had the Series A Preferred Stock been converted immediately
prior to such reclassifications, capital reorganization, similar
activity, change, merger or consolidation, or sale, assignment, lease
or conveyance. Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for herein.
Section 503. Notice of Certain Corporate Action. In case: (i) the
Corporation shall declare a dividend on its Common Stock payable otherwise
than in cash out of its earned surplus; or (ii) the Corporation shall
authorize the granting to the holders of its Common Stock of rights or
warrants to subscribe for or purchase any shares of capital stock of any
class or of any other rights; (iii) the Corporation shall reclassify the
Common Stock of the Corporation (excluding a subdivision or combination of
its outstanding shares of Common Stock); or (iv) of any consolidation or
merger to which the Corporation is a party and for which approval of any
stockholders of the Corporation is required, or of the sale or transfer of
all or substantially all of the assets of the Corporation; or (v) of the
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation; then the Corporation shall cause to be filed with the transfer
agent (if any) for the Series A Preferred Stock, and shall cause to be
mailed to all holders of record of the Series A Preferred Stock, at least
20 days (or 10 days in any case specified in clause (i) or (ii) above)
prior to the applicable record date hereinafter specified, a notice stating
(1) the record date, or (2) the date on which such reclassification,
merger, sale, transfer, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected to become
effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock
for securities, cash or other property deliverable upon such
reclassification, merger, sale, transfer, dissolution, liquidation or
winding up.
Section 504. Corporation Shall authorized and Reserve Common Stock.
The Corporation shall, on or before April 30, 2004, authorize an increase
in the number of shares of its common stock authorized in an amount
sufficient to enable all of the Series A Preferred Stock to be converted
into shares of common stock. Thereafter, and for the purpose of effecting
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the conversion of the Series A Preferred Stock, the Corporation shall at
all times reserve and keep available, free from preemptive rights, out of
its authorized but unissued Common Stock, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Preferred
Stock.
Section 505. Covenant as to Common Stock. The Corporation covenants
that all shares of Common Stock which may be issued upon conversion of the
Series A Preferred Stock will upon issue be fully paid and nonassessable.
Section 506. Special Provision in Case of Merger, Consolidation or
Other Reorganization or Sale of Assets. In case of any merger,
consolidation, reorganization, sale or transfer provided for in Section
502, the Corporation shall as soon as practicable thereafter (and in any
event at least ten (10) business days before consummation of such
transaction) give notice of such agreement and the material terms thereof
to each holder of Series A Preferred Stock and each such holder of any
Series A Preferred Stock may elect, in lieu of converting his shares in
accordance therewith, to require the Corporation to, subject to the legal
availability of funds therefore, redeem all such shares held at the
liquidation value per share, plus an amount equal to all accrued and unpaid
dividends and all accumulated dividends thereon to the date fixed for
redemption, which shall be not later than the effective date of the merger,
sale or transfer. Redemption of the Series A Preferred Stock shall be a
condition to the effectiveness of such transaction.
Section 601. Voting. The holders of Series A Preferred Stock shall
have, in addition to any voting rights provided by law, the right to vote
by casting four (4) votes for each duly authorized, issued and outstanding
share of Series A Preferred Stock held by them of record, as hereafter
provided:
(i) voting together with the holders of Common Stock and any
other class of shares voting with Common Stock, on any and all issues
presented to a vote of the holders of Common Stock or as to which the
holders of the Common Stock are entitled to vote upon; and
(ii) as a separate class, upon: (a) each question or matter in
respect of which such holders are entitled to vote under the Act; (b)
any amendment, alteration or repeal of any provision of the Articles
of Incorporation or this Certificate of Designation so as to affect
adversely the rights, powers or preferences of the Series A Preferred
Stock, and any proposed creation of a class or series of preferred
stock ranking on a parity with the Series A Preferred Stock as to
dividends or on liquidation. Authorization of any action set forth in
(b) above requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock.
Section 602. Adjustment in Voting Rights. The number of votes per
share which the holders of Series A Preferred Stock may cast pursuant to
Section 601 shall be adjusted, upon any change in the Conversion Ratio
under Article V hereof, to equal the number of shares of Common Stock into
which it would be then convertible (whether or not such conversion is
restricted or prohibited for any reason).
(End of Amended Article III)
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Reasons for Increase in Capital
We need to increase our authorized capital for several reasons:
o We issued 5,000,000 shares of our Series A Preferred Stock to Donald
Tucker for $400,000. Each share of Series A Preferred Stock is
convertible into four shares of our common stock, 20,000,000 total. We
need to increase our authorized capital in order to issued these
20,000,000 shares of common stock when Mr. Tucker elects to convert
his Series A Preferred Stock into common stock;
o We intend to attempt to raise cash from the private placement of our
common stock and eventually from a registered offering of our common
stock; and
o We intend to use our common stock for additional acquisitions.
Our Board of Directors also believes that it is desirable to have
additional authorized shares of common stock available for other possible future
financings, possible future acquisition transactions and other general corporate
purposes. Our Board of Directors believes that having such additional authorized
shares of common stock available for issuance in the future should give us
greater flexibility and may allow such shares to be issued without the expense
and delay of a special stockholders' meeting. Although such issuance of
additional shares with respect to future financings and acquisitions would
dilute existing stockholders, management believes that such transactions would
increase the value of Viking to its stockholders.
There are certain advantages and disadvantages of voting for an increase in
our authorized common stock. The advantages include:
o The ability to raise capital by issuing capital stock under the
transaction described above, or other financing transactions.
o The ability to fulfill our obligations by having common stock
available upon the issuance, and then conversion of our Series A
Preferred Stock.
o To have shares of common stock available to pursue business expansion
opportunities, if any.
The disadvantages include:
o The issuance of authorized but unissued stock could be used to deter a
potential takeover of Viking that may otherwise be beneficial to
stockholders by diluting the shares held by a potential suitor or
issuing shares to a shareholder that will vote in accordance with our
Board of Directors' desires. A takeover may be beneficial to
independent stockholders because, among other reasons, a potential
suitor may offer such stockholders a premium for their shares of stock
compared to the then-existing market price. We do not have any plans
or proposals to adopt provisions or enter into agreements that may
have material anti-takeover consequences.
10
o Stockholders do not have any preemptive or similar rights to subscribe
for or purchase any additional shares of common stock that may be
issued in the future, and therefore, future issuances of common stock
may, depending on the circumstances, have a dilutive effect on the
earnings per share, voting power and other interests of the existing
stockholders.
Increase In Blank Check Preferred Stock
We intend to increase our authorized shares of preferred stock from
5,000,000 shares to 25,000,000 shares. We have designated 5,000,000 shares of
preferred stock as Series A Preferred Stock. The remaining 20,000,000 shares of
Preferred Stock are "blank check" preferred stock. The term "blank check" refers
to preferred stock, the creation and issuance of which is authorized in advance
by the stockholders and the terms, rights and features of which are determined
by our Board of Directors upon issuance without further stockholder approval.
The authorization of such blank check preferred stock would permit the Board of
Directors to authorize and issue preferred stock from time to time in one or
more series.
Subject to the provisions of our amended Articles of Incorporation and the
limitations prescribed by law, the Board of Directors would be expressly
authorized, at its discretion, to adopt resolutions to issue shares, to fix the
number of shares and to change the number of shares constituting any series and
to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether the dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any series of the preferred
stock, in each case without any further action or vote by the stockholders. The
Board of Directors would be required to make any determination to issue shares
of preferred stock based on its judgment as to the best interests of Viking and
its stockholders.
The increase in the number of preferred shares authorized provides the
Company with increased financial flexibility in meeting future capital
requirements by providing another type of security in addition to its common
stock, as it will allow preferred stock to be available for issuance from time
to time and with such features as determined by the board of directors for any
proper corporate purpose. It is anticipated that such purposes may include
exchanging preferred stock for common stock and, without limitation, may include
the issuance for cash as a means of obtaining capital for use by Viking, or
issuance as part or all of the consideration required to be paid by Viking for
acquisitions of other businesses or assets.
Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
Viking by increasing the number of outstanding shares entitled to vote and by
increasing the number of votes required to approve a change in control of
Viking. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of Viking by means of a tender offer,
proxy contest, merger or otherwise. The ability of the Board of Directors to
issue such additional shares of preferred stock, with the rights and preferences
it deems advisable, could discourage an attempt by a party to acquire control of
Viking by tender offer or other means. Such issuances could therefore deprive
stockholders of benefits that could result from such an attempt, such as the
11
realization of a premium over the market price that such an attempt could cause.
Moreover, the issuance of such additional shares of preferred stock to persons
friendly to the Board of Directors could make it more difficult to remove
incumbent managers and directors from office even if such change were to be
favorable to stockholders generally.
While the increase in the number of preferred shares authorized may have
anti-takeover ramifications, the Board of Directors believes that the financial
flexibility offered by the amendment outweighs any disadvantages. To the extent
that the increase in the number of preferred shares authorized may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
Viking to negotiate directly with the Board of Directors enabling the board of
directors to consider the proposed transaction in a manner that best serves the
stockholders' interests.
INFORMATION REGARDING PURCHASE OF VISTA ASSETS
On April 15, 2004 we completed the acquisition of substantially all of the
assets (the "Asset Sale") of the Vista Medical Technologies, Inc. ("Vista")
Visualization Technology business (the "Business"), on the terms and conditions
set forth in the Asset Purchase Agreement, dated December 22, 2003, (the "Asset
Purchase Agreement"). A copy of the Asset Purchase Agreement was attached as an
Exhibit to a Form 8-K we filed with the Securities and Exchange Commission on
December 22, 2003.
The assets we purchased in the Asset Sale are referred to in this
Information Statement as the "Purchased Assets." A description of the material
terms of the Asset Purchase Agreement is presented below under the caption
"Description of the Asset Purchase Agreement." This discussion is qualified in
its entirety by reference to the copy of the Asset Purchase Agreement, attached
to Form 8-K referred to above.
Description of Vista's Business
Prior to the acquisition, Vista conducted operations through two separate
business units. The Obesity Surgery Management Services business, based in
Carlsbad, CA, provides services to physicians and hospitals involved in the
surgical treatment of morbid obesity. Vista's services include management of the
Laparoscopic Bariatric Surgery Preceptorship, a comprehensive introduction to
starting a minimally invasive gastric bypass surgical program. Additionally,
Vista offered management systems and consulting services which enable the
efficient operation of obesity surgery programs. For the year ended December 31,
2003, the Obesity Surgery Management Services business represented approximately
30% of Vista's sales.
On April 15, 2004, we acquired Vista's second business unit, the
Visualization Technology business, based in Westborough, MA. This business
develops, manufactures and markets products that provide information to
physicians performing minimally invasive general surgical, cardiac surgical and
other selected endoscopic and interventional procedures. Vista's technology
products combine a head mounted display with video cameras to provide surgeons
with critical visual information during complex minimally invasive procedures,
and also incorporate the benefit of viewing complementary information in a
voice-controlled, picture-in-picture format, to facilitate real-time decision
making during surgery. The Visualization Technology business also manufactures
compact, high resolution endoscopic cameras for original equipment manufacturer
12
customers and strategic partners. For the year ended December 31, 2003, the
Visualization Technology business represented approximately 70% of Vista's total
sales.
DESCRIPTION OF THE ASSET PURCHASE AGREEMENT
THE DESCRIPTION OF THE ASSET PURCHASE AGREEMENT SET FORTH IN THIS
INFORMATION STATEMENT DOES NOT PURPORT TO BE COMPLETE; HOWEVER, MATERIAL TERMS
OF THE AGREEMENT ARE SUMMARIZED BELOW. STOCKHOLDERS SHOULD REVIEW THE ASSET
PURCHASE AGREEMENT, A COPY OF WHICH WAS FILED AS AN EXHIBIT TO A FORM 8-K FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2003 WHICH IS
INCORPORATED HEREIN BY REFERENCE. YOU ARE URGED TO CAREFULLY READ THE ASSET
PURCHASE AGREEMENT IN ITS ENTIRETY.
Purchase and Sale Of Assets
Under the terms of the Asset Purchase Agreement, Vista sold Viking
substantially all of the assets used by Vista to conduct the operations of
Vista's Visualization Technology business (the "Business"). The Purchased Assets
included, among others, all machinery, equipment, furniture and other tangibles
located at Vista's Westborough, Massachusetts offices; all customer lists, all
contracts used by Vista in the operation of the Business, all required permits
and governmental licenses used by Vista in the conduct of the Business, and all
of the goodwill of the Business. Viking assumed all accounts payable, accrued
payroll liabilities, accrued vacation and all other accrued liabilities relating
to the operation of the Business. Vista retained responsibility for all of its
other liabilities. Approximately $235,000 of inventory was included in the sale.
The balance of inventory on hand and in work in progress was not sold in the
Asset Sale, but rather was transferred to Viking on a consignment basis for
which Vista will receive payment as such items are ultimately used by Viking.
Certain assets excluded from the terms of the Asset Sale included Vista's
inventory of vitamin supplements that Vista sold to patients who have undergone
gastric bypass surgery, and the contents of the office of Vista's Chief
Financial Officer, Stephen Gorgol, who will remain an employee of Vista after
the Asset Sale.
Vista and Viking also entered into a License Agreement pursuant to which
Vista exclusively license to Viking (in exchange for royalty payments) all
intellectual property and product rights used in operation of the Visualization
Technology business and sale of products related to that business. Vista retains
ownership of all intellectual property and product rights until the required
royalty obligations have been satisfied, at which time Vista will transfer
ownership to Viking.
Purchase Price
The purchase price for the Purchased Assets has several components: cash at
closing, shares of stock at closing, royalty obligations to be satisfied
post-closing and inventory relief payments to be satisfied (if at all)
post-closing.
Cash at Closing. At Closing, we made an initial cash payment of $158,717.74
to Vista.
13
Shares of Stock at Closing. At Closing, we issued Vista 3,054,000 shares of
Viking common stock. For accounting and tax purposes, Vista valued the shares as
of Closing at approximately $62,000, which is the same per share price paid by
Donald E. Tucker, the principal investor in Viking.
Royalty Payments. In exchange for the license by Vista to Viking of all
intellectual property rights and product rights used in operation of the
Business, we will make certain royalty payments to Vista over the course of the
five (5) year period following the closing, or until Viking has paid Vista
$4,500,000 in aggregate royalties, whichever comes first. Royalties will be paid
to Vista in three separate categories. Viking will pay Vista a five percent (5%)
royalty on gross revenues received by Viking for all sales from the Aesculap,
Wolf and OEM Camera product lines, including any improvements, derivatives,
modifications or enhancements thereto. Second, for each of the first two years
following the closing, we will pay Vista a ten percent (10%) royalty on gross
revenues received by Viking for sales of the Endosite System and the Three Chip
Endosite System product lines (collectively, the "Vista Products") in excess of
the gross revenues earned by us for sales of the Vista Products during calendar
year 2003. Third, for the third, fourth and fifth years following the closing,
we will pay Vista a ten percent (10%) royalty on gross revenues received by
Viking for sales of Vista Products.
It is difficult to estimate the likely future royalty payments. However, if
the royalty percentages were applied to sales over the past five years, it would
have generated total revenues to Vista of $321,911 in 1999, $396,648 in 2000,
$471,728 in 2001, $529,011 in 2002 and $420,073 in 2003.
Inventory Relief Payments. As part of the Asset Sale, Vista transferred to
Viking on a consignment basis Vista's entire inventory of products and parts.
Through the procedure we have agreed to with Vista, we will seek to use the
inventory received from Vista prior to using any inventory we newly acquire
after closing. We will pay Vista for any inventory used on a monthly basis over
the course of the twelve (12) month period following the closing. Ownership to
all inventory remaining unsold at the end of such twelve (12) month period will
be transferred to Viking for $1.00.
Assumption of Liabilities
On the date of closing, we assumed selected liabilities of Vista's,
including Vista's accounts payable, certain post-closing obligations and Vista's
obligations under specified contracts being assumed by Viking. Vista remained
liable for all tax liabilities, litigation matters and certain other
liabilities.
Representation and Warranties
Under the Asset Purchase Agreement, Vista represented and warranted with
respect to, among other things, its organization, good standing and authority;
its financial statements and Securities and Exchange reports; the absence of
conflicts; its possession of valid consents and approvals; the lack of
undisclosed liabilities; employee matters; our ownership rights with respect to
intellectual property, the assets to be sold and our real property; the lack of
litigation activities; its compliance with applicable law; its existing
14
contracts; environmental matters; inventory; plants, buildings, structures,
facilities and equipment; customer lists and accounts; relationships with
suppliers and licensors; tax matters; permits; brokers; and material
misstatements and omissions; and other customary matters.
Under the Asset Purchase Agreement, Viking represented and warranted with
respect to, among other things, our organization, good standing and authority;
our authorized and outstanding capital stock; the lack of litigation activities;
our financial statements and reports; our lack of undisclosed liabilities; the
use of brokers; the absence of conflicts; our compliance with applicable law;
consents and governmental approvals; trading in our securities; the status of
the shares to be issued by us; and material misstatements and omissions, and
other customary matters.
Employee Matters
Viking offered employment to all employees of the Business other than
Stephen Gorgol, who will remain an employee of Vista. Other than Mr. Gorgol, all
employees in Vista's Westborough, MA location were offered employment with
Viking.
Registration Rights
In connection with the Closing, we executed a registration rights agreement
with Vista pursuant to which we granted to Vista the right to include Vista's
shares of Viking common stock in any registration statement (other than on Forms
S-8 or S-4) effected by Viking until the earlier of (i) seven (7) years from
Closing or (ii) such time that Vista can sell all of its Viking shares in a
three (3) month period under SEC Rule 144.
Regulatory Approvals
No special regulatory approvals or compliances are required for completion
of the Asset Sale.
PROFORMA FINANCIAL INFORMATION
The following pro forma financial information gives effect to the
acquisition of Vista's assets, assuming the acquisition occurred on December 31,
2003.
15
Viking Systems, Inc.
Pro Forma Statement Of Operations
Year Ended 12/31/03
ADDITION
OF
VISUALIZATION
TECHNOLOGY
HISTORICAL BUSINESS(1) PRO FORMA
------------- ------------- -------------
Sales $ -- $ 6,220,091 $ 6,220,091
Cost of Sales 0 4,610,239 4,610,239
Research and development 0 1,177,656 1,177,656
Sales and marketing 0 323,177 323,177
General and administrative 0 1,208,470 1,208,470
------------- ------------- -------------
Total cost and expenses 0 7,319,542 7,319,542
------------- ------------- -------------
Loss from continuing operations 0 (1,099,451) (1,099,451)
Loss from discontinued operations $ (41,646) $ -- (41,646)
------------- ------------- -------------
Net loss applicable to common
stockholders (41,646) (1,099,451) (1,141,097)
------------- ------------- -------------
Basic and diluted loss per share $ (0.01) $ (0.19)
Share used in computing basic
and diluted loss per share 3,061,000 3,100,000 6,161,000
- --------------------------------------------------------------------------------
Viking Systems, Inc.
Pro Forma Balance Sheet
December 31, 2003
PLUS LESS
ACQUIRED PURCHASE OF
VISULIZATION VISULIZATION
TECHNOLOGY TECHNOLOGY
HISTORICAL BUSINESS(2) BUSINESS PRO FORMA(1)
--------- ------------ ------------ ------------
ASSETS
CURRENT ASSETS
CASH & CASH EQUIVALENTS $ 35,525 $ 35,525
ASSETS FROM
DISCONTINUED OPERATIONS 0 --
ACCOUNTS RECEIVABLE 693,725 693,725
INVENTORIES 1,159,207 1,159,207
--------- ------------ ------------ ------------
TOTAL CURRENT ASSETS 35,525 1,852,932 0 1,888,457
PROPERTY & EQUIPMENT 7,436 7,436
OTHER ASSETS
PATENTS 0 --
INTANGIBLE ASSETS
ACQUIRED 1,657,936 1,657,936
--------- ------------ ------------ ------------
TOTAL OTHER ASSETS 0 0 1,657,936 1,657,936
--------- ------------ ------------ ------------
TOTAL ASSETS $ 35,525 $ 1,860,368 $ 1,657,936 $ 3,553,829
--------- ------------ ------------ ------------
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LIABILITIES & EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE 570,694 570,694
PAYABLE TO VISTA 1,441,207(4) 1,441,207
LIABILITIES FROM
DISCONTINUED OPERATIONS 21,218 21,218
PAYROLL LIABILITIES 106,658 106,658
PROPERTY & OTHER TAXES --
DEFERRED REVENUE 37,500 37,500
MISCELLANEOUS ACCRUED
LIABILITIES 25,245 25,245
--------- ------------ ------------ ------------
TOTAL CURRENT
LIABILITIES 21,218 740,097 1,441,207 2,202,522
ROYALTIES PAYABLE 1,275,000 1,275,000
--------- ------------ ------------ ------------
TOTAL LIABILITIES 21,218 740,097 2,716,207 3,477,522
STOCKHOLDERS EQUITY
COMMON STOCK 6,295 3,100(3) 9,395
ADDITIONAL PAID-IN
CAPITAL--COMMON STOCK 338,705 58,900(3) 397,605
RETAINED EARNINGS (330,693) (330,693)
--------- ------------ ------------ ------------
TOTAL STOCKHOLDERS
EQUITY 14,307 0 62,000 76,307
--------- ------------ ------------ ------------
TOTAL LIABILITIES &
EQUITY $ 35,525 $ 740,097 $ 2,778,207 $ 3,553,829
--------- ------------ ------------ ------------
- --------------------------------------------------------------------------------
(1) Adjustments to show the balance sheet as if the Business was sold on the
effective date of 12-31-03.
(2) Adjustments to represent the Visualization Technology business balance sheet
on the effective date of 12-31-03.
(3) Adjustments to show Viking's issuance of approximately 3,054,000 shares to
Vista.
(4) Adjustments to reflect the payable due to Vista for the net assets of the
Visualization Technology business.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendment of our Articles
of Incorporation relating to Increased Capital Proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding shares of our Common
Stock beneficially owned as of February 24, 2004 (the Record Date) by: (1) each
of our officers and directors; (ii) all officers and directors as a group; and
(iii) each person known by us to beneficially own five percent or more of the
outstanding shares of its common stock.
17
Common
Shareholder Stock Percentage
- ----------- ------ ----------
Thomas B. Marsh (1) (2) -0- -0-
Daniel F. Crowley (1) (3) -0- -0-
Dennis Blomquist (1) 850,000 13.5%
Donald E. Tucker (4) 3,200,000 50.8%
Troika Capital 600,300 9.5%
All officers and directors as a
group 3 persons 850,000 13.5%
TOTAL 6,294,650 100%
(1) These were the officers and directors of the Company. Effective April 15,
2004, Dennis Blomquist resigned as an officer and director of Viking and
Ronald Walrod was appointed a director of Viking and Joseph Warrino was
appointed the Chief Financial Officer and Secretary of Viking.
(2) Does not include 1,000,000 shares which are issuable under a currently
exercisable stock option.
(3) Does not include 200,000 shares which are issuable under a currently
exercisable stock option.
(4) Does not include 20,000,000 shares which may be issued if Mr. Tucker
converts his 5,000,000 shares of Series A Preferred Stock into shares of
our common stock.
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The current directors and officers of Viking who will serve until the next
annual meeting of shareholders or until their successors are elected or
appointed and qualified, are set forth below:
Name Position
---- --------
Thomas B. Marsh CEO/President/Director
Daniel F. Crowley Director, Audit Committee Chairman
Ronald Walrod Director
Joseph Warrino Chief Financial Officer/Secretary
Background information about Viking's officers and directors is as follows:
Thomas B. Marsh. Mr. Marsh was appointed President and Director of Viking
in November 2003. He has also served as secretary, and treasurer of
PurchaseSoft, Inc. from August 5, 2002 to Janaury 31, 2004. He continues to
serve as a director of PurchaseSoft, Inc. where he has been a director since
august 5, 2002. Mr. Marsh was a Partner and co-founder of Marsh+Flagg in 2001.
Marsh+Flagg is a merger and acquisition advisory firm with offices in La Jolla &
Newport Beach, California and Stuttgart Germany. Prior to PurchaseSoft and
18
Marsh+Flagg, Marsh was COO at Co-Mack Technology, CEO of Emark Corporation and
President of Spectrum Companies International. Marsh attended Williams College
with a major in economics.
Daniel F Crowley. Mr. Crowley has been a private investor and business
consultant since 2002. Mr. Crowley is a principal in and co-founder of Spectrum
Partners LLC, a business strategy and development advisory firm, specializing in
the transportation and logistics industry, with offices in Scottsdale, Arizona.
Prior to Spectrum Partners LLC, Mr. Crowley was Executive VP & CFO at BAX Global
from 1998 through 2002. Previous positions include senior management positions
with Frito-Lay International, and Grand Metropolitan PLC companies including The
Pillsbury Company and Pearle Vision. Mr. Crowley has a CPA from the State of New
York, a MBA in Finance from Columbia University.
Ronald Walrod. Mr. Walrod was appointed a director of the Company on April
15, 2004. He has served as President, Chief Executive Officer and director of
JMAR Technology since October, 2002. From 1998 to 2000, Mr. Walrod served as
President and CEO of Kinetic Probe, a privately-held company engaged in the
development of semiconductor probe cards. From 1996 to 1998, Mr. Walrod served
as President and CEO of Nautronix, a supplier of dynamic positioning, autopilot
and automation systems for marine applications. From 1984 to 1993, Mr. Walrod
served as President and CEO of Applied Remote Technology, Inc. (ART), a company
he founded to develop autonomous undersea vehicle (AUV) systems, advanced
undersea sensors, and acoustic communications links, all of which have both
commercial and military applications. Mr. Walrod graduated with Honors from the
United States Coast Guard Academy and earned both Masters of Science and
Professional Engineer Degrees from the Massachusetts Institute of Technology in
1970, and received a Masters of Business Administration degree from the
University of San Diego in 1983. He was awarded a fellowship for graduate
studies in Ocean Engineering from the National Science Foundation and has twice
received the Industrial Research and Development IR 100 Award for Remotely
Operated Vehicles developed under his direction. Mr. Walrod holds a United
States Patent for "Comminution by Cryogenic Electrohydraulics" that was issued
in 1998.
Joseph Warrino. Mr. Warrino was appointed the Chief Financial Officer and
Secretary of Viking on April 15, 2004. From 2000 to April 15, 2004, he was the
controller of Vista Medical Technologies, Inc. From 1999 to 2000 he was a
Division Controller and Human Resources Manager of DT Industries, Inc. Lasko
Company. M From 1998 to 1999, he was a senior cost accountant for Vista Medical
Technologies, Inc. From 1989 to 1998, Mr. Warrino worked as an accountant for
several different companies. Mr. Warrino earned his BS Degree in accounting from
Salem State College and his AS Degree in Management from Middlesex Community
College.
Control Persons
Our change of business plan was proposed to our previous management by
Donald E. Tucker. In connection with our change of business plan, Mr. Tucker
acquired voting control of Viking. Information about Donald E. Tucker is as
follows:
Donald E. Tucker. Donald E. Tucker, age 49, has been employed by a large
consulting and technology firm for the past twenty four (24) years, and has been
a Partner for thirteen (13) years. Currently, Mr. Tucker has global
19
responsibility for the Medical Technology, Diagnostics and Devices industry
segment, as well as the west coast Biotech/Pharmaceutical market. He has primary
responsibility for establishing global market and operational leadership in
these industry segments and is also an advisor to a number of associations in
the life science industry. Mr. Tucker's experience is in the strategy, planning
and implementation of large-scale complex change programs with extensive
involvement in new product development, supply chain management and commercial
operations. He has served numerous Fortune 100 companies in planning and
executing global mergers, consolidating operations and implementing new
strategic capabilities. He has worked extensively throughout the Americas and
Europe. Mr. Tucker graduated Magna Cum Laude with a BS degree in business
management from Northern Michigan University.
ADDITIONAL AND AVAILABLE INFORMATION
Viking is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, and Washington, D.C.
20549. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. Our filings are also available to
the public on the SEC's website (http://www.sec.gov). Copies of such materials
may also be obtained by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
Viking's Annual Report on Form 10-KSB for the year ended December 31, 2003
and Quarterly Reports on Form 10-QSB's, for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003, have been incorporated herein by this
reference. We have also incorporated by reference the following Form 8-K's:
Form 8-K filed: December 16, 2003
Form 8-K filed: December 24, 2003
Form 8-K filed: March 17, 2004
Form 8-K filed: April 1, 2004
Form 8-K filed: April 19, 2004
We will provide without charge to each person, including any beneficial
owner of such person, to whom a copy of this Information Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).
All documents filed by Viking pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
20
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 which 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.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
COMPANY CONTACT INFORMATION
All inquiries regarding the Company should be addressed to the Company's
principal executive offices:
Viking Systems, Inc.
7514 Girard Avenue, Suite 1509
La Jolla, CA 92037
(858) 456-6608
By order of the Board of Directors:
/s/ Thomas B. Marsh
President and Chief Executive Officer
21