SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
North Shore Capital III, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 000-30333 54-1964053
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
3050 Airman's Way, Ft. Pierce, Fl 34946
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (561) 519-0147
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North Shore Capital III, Inc.
3050 Airman's Way
Ft. Pierce, FL 34946
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
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The information contained herein is being furnished to holders of the
common stock, no par value per share (the "Common Stock"), of North Shore
Capital III, Inc., a Colorado corporation (the "Company"), pursuant to the
requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 14f-1 under the Exchange Act in order to effect a
change in majority control of the Company's Board of Directors other than by a
meeting of shareholders.
Summary
On March 1, 2002, the Company, a wholly owned subsidiary of the Company
and Vertical Jet, Inc. ("Vertical") entered into an agreement and plan of merger
(the "Agreement"), pursuant to which the Company's subsidiary would merge into
Vertical. In addition pursuant to the Agreement, the Company's current director
and executive officer will resign from such position and two nominees of
Vertical will be appointed to the Company's Board of Directors, subject to
compliance with Section 14(f) of the Exchange Act and Rule 14f-1 under the
Exchange Act.
On April 1, 2002 (the "Closing Date"), Gerard Werner, director of the
Company, resigned his position effective ten days from the date the Company
files with the Securities and Exchange Commission (the "SEC") and mails to
shareholders of record, this Information Statement (the "Effective Date"). Two
designees of Vertical, George Wight, Jr. and Robert Chalnick were appointed to
the Company's Board of Directors, such appointments to become effective on the
Effective Date in accordance with the requirements of Section 14(f) of the
Exchange Act and Rule 14f-1 under the Exchange Act.
In addition to the foregoing, on the Closing Date, Gerard Werner resigned
as the Company's President and Chief Executive Officer and George Wight, Jr. was
appointed as the Company's President.
No action is required by the shareholders of the Company in connection
with the resignation and appointment of directors. However, Section 14(f) of the
Exchange Act requires the mailing to the Company's shareholders of the
information set forth in this Information Statement. The Company will notify its
shareholders of the change in majority
control of the Company's Board of Directors by filing a Current Report on Form
8-K with the SEC and by mailing this Information Statement to shareholders of
record as of April 9, 2002.
At April 9, 2002, the Company had 45,105,925 shares of Common Stock
outstanding. The Common Stock is the only class of securities of the Company
outstanding and entitled to vote. Each share of Common Stock is entitled to one
non-cumulative vote. Shareholders of the Company will have the opportunity to
vote with respect to the election of directors at the next annual meeting of the
Company's shareholders.
Beneficial Security Ownership
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of April 9, 2002, by (i) each person
who is known by the Company to beneficially own 5% or more of the Company's
outstanding Common Stock, (ii) the Company's executive officers, (iii) each
director and director nominee, and (iv) all directors, director nominees and
executive officers of the Company as a group. The Company is not aware of any
beneficial owner of more than 5% of the outstanding Common Stock other than as
set forth in the following table.
Number of Shares Percent of
Beneficially Class
Name and Address of Beneficial Owner Owned Outstanding
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Robert Chalnick 1,345,000 3%
1021 N.W. 108 Avenue
Plantation, FL 33322
George Wight, Jr. 18,830,000 41.7%
326 W. Dundee Road
Barrington Hills, IL 60010
Wight Family Investment Trust 16,140,000 35.8%
Attn: Alex Eugenides
1008 W. Fry Street
Chicago, IL 60622
All directors, director nominees,
executive officers as a group (two 20,175,000 45%
persons)
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Directors and Executive Officers
Upon the Effective Date, the resignation of Gerard Werner will become
effective and those directors noted below as nominees will take office.
The following table sets forth each of the directors or nominees for
director, such person's age and position with the Company.
Name Age Position Held
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George Wight, Jr. 36 President and Director nominee
Robert Chalnick 59 Director nominee
George Wight, Jr. has served as the Company's President since the Closing
Date. He will be a director of the Company beginning on the Effective Date. In
November 2001, Mr. Wight founded and became president of Vertical, which has
become a wholly owned subsidiary of the Company as a result of the Merger. From
January 2001 to November 2001, he served as president of LaKe Aerospace, a start
up business in the aerospace industry. From 1999 to 2000, Mr. Wight was an
equity manager of Wink Works, a technology company incubator. From 1999 to 2000,
he was also a partner in Corporate Capital Strategies, a venture capital firm.
Prior to that, Mr. Wight served as the president of Spot Light Entertainment
Group, a company which specializes in redesigning movie theaters. From 1996 to
1997, he served as president of Boddy McKnight Corporation, a supply and
materials corporation.
Robert Chalnick will be a director of the Company beginning on the
Effective Date. Since October 1996, he has served as president of Chalnick
Consulting, Inc., a company engaged in financial consulting. From March 1999 to
March 2000 he served as the executive vice president of finance for Net Command
Tech, Inc., a company engaged in the software development business. He also
served on Net Command's Board of Directors from June 1999 to March 2000. From
May 1998 to February 1999, Mr. Chalnick served as executive vice president of
Summus Technologies, Inc., a company which specialized in software development.
Mr. Chalnick also served as executive vice president of KBS, Inc., a company
engaged in electronics contracting from 1996 through 1997. From October 1989 to
September 1996, he was a partner at the CPA firm of Millward & Co. He was a
former partner at Touche Ross & Co.
Directors are elected annually by the Company's shareholders at the
Company's annual meeting and serve until their successors are duly elected and
qualified or until their earlier death, resignation or removal. Executive
officers are appointed annually by the Board of Directors and serve at the
discretion of the Board of Directors.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and holders of more than 10% of the Company's Common Stock,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission").
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Such persons are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on the review of documents provided to the
Company, the Company's executive officers, directors and holders of more than
10% of the Company's Common Stock are in compliance with Section 16(a) of the
Exchange Act.
Certain Relationships and Related Transactions
The Company has not engaged in any related party transactions.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
North Shore Capital III, Inc.
Dated: April 15, 2002 By: /s/George Wight, Jr.
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George Wight, Jr., President
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