CARING PRODUCTS INTERNATIONAL, INC.
2533 North Carson Street, Suite 5107
Carson City, Nevada 89706
AMENDMENT NO. 1
TO
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: June 21, 2002
Dear Shareholder:
This notification is furnished by the Board of Directors (the "Board")
of Caring Products International, Inc., a Delaware corporation (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 of directors pursuant to an
Agreement and Plan of Share Exchange, dated as of May 15, 2002 (the "Exchange
Agreement"), by and among the Company, USDR Global Aerospace, Ltd., a Delaware
corporation ("USDRGA"), and the stockholders of USDRGA (collectively the
"Stockholders").
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 Exchange Agreement and contains certain biographical and other
information concerning the proposed new directors of the Company. Additional
information about the Exchange Agreement and the business of the Company is
contained in the Company's Current Reports on Form 10QSB dated February 19, 2002
and Form 8K dated May 30, 2002 (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, DC 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/index.htm.
CHANGE IN CONTROL
On May 17, 2002 (the "Closing Date") pursuant to the Exchange
Agreement, the Company issued to the Stockholders four shares of the Company's
common stock, par value $.01 per share (the "Company Common Stock"), in exchange
for each share of USDRGA's common stock, par value $.001 per share (the "USDRGA
Common Stock"), issued and outstanding on the Closing Date.
Prior to the Closing Date, approximately 75% of all issued and
outstanding shares of the Company were held directly by Raymond Bills. On the
Closing Date, the stockholders of USDRGA were issued an aggregate of 20,000,000
shares of Company Common Stock, which shares, after giving effect to certain
other transactions effected at or prior to the Closing Date, represented
approximately 80% of the total then issued and outstanding shares of Company
Common Stock.
The shares of Company Common Stock were exchanged for shares held by
USDRGA stockholders John Robinson and Gerald Wiener, who exchanged their
respective 3,000,000 and 2,000,000 shares of USDRGA Common Stock for 12,000,000
and 8,000,000 shares of Company Common Stock, respectively. As a result, Mr.
Robinson owns approximately 48% of the issued and outstanding shares of the
Company Common Stock, and Mr. Wiener owns approximately 32% of such stock.
This information will be mailed to shareholders on or about June 21,
2002 to holders of record of Common Stock of the Company as of the close of
business on June 10, 2002. On the Closing Date, following the consummation of
the share exchange the Company had outstanding 25,120,719 shares of Common
Stock.
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
INFORMATION STATEMENT
CHANGES IN MANAGEMENT AND THE BOARD OF DIRECTORS
In connection with the Exchange Agreement, on the Closing Date, Ian
Rice and Raymond Bills resigned as officers of the Company and, in their
capacity as Directors of the Company, appointed: John Robinson, the Chairman and
Chief Executive Officer of USDRGA, as the Chairman and Chief Executive Officer
of the Company; Gerald Wiener, the President and Chief Operating Officer of
USDRGA, as the President of the Company; Gaddy Wells, the Secretary of USDRGA as
of the Closing Date, as the Secretary of the Company; and Julie Seaman, the
Treasurer and Chief Financial Officer of USDRGA, as the Treasurer of the
Company. In addition, subject to and effective upon compliance with Rule 14f-1
under the Exchange Act, Mr. Rice and Mr. Bills appointed Mr. Robinson, Mr.
Wiener, Mr. Wells, and Ms. Seaman as the new board of directors of the Company
and tendered their resignation as directors of the Company. However, effective
June 14, 2002, Mr. Wells tendered his resignation as both an officer and future
director of the Company, as well as his positions as an officer and director of
USDRGA, as a result of issues regarding potential conflicts of interest. In
light of the foregoing, Rule 14f-1 provides that Mr. Robinson, Mr. Wiener, and
Ms. Seaman will become directors ten (10) days after the filing of this
Statement with the Securities and Exchange Commission (the "Commission") and its
delivery to the Company's shareholders, and each will serve until their
successors are 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 Exchange Agreement.
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 its board
of directors.
Date Became an
Name Age Executive Officer Positions
- ---- --- ----------------- ---------
John Robinson 48 May 17, 2002 Chairman and Chief Executive Officer
Gerald H. Wiener 60 May 17, 2002 President
Julie Seaman 42 May 17, 2002 Treasurer and Secretary
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information available to the Company, as
of June 10, 2002 with respect to the beneficial ownership of the outstanding
shares of Company Common Stock by (i) any holder of more than five percent (5%)
of the outstanding shares; (ii) the Company's officers and directors; and (iii)
the Company's officers and directors as a group:
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Amount and nature of
--------------------
Title of Class Name and address of beneficial owner beneficial ownership (2) Percentage (%) of class
- -------------- ------------------------------------ --------------------- -----------------------
(1)
- ----------------------------------------------------------------------------------------------------------------------
Common stock John Robinson 12,000,000 48%
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Common stock Gerald H. Wiener 8,000,000 32%
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Common stock Julie Seaman * *
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Common stock Total number of shares owned by 20,000,000 80%
Directors and officers as a group (3
persons)
- ----------------------------------------------------------------------------------------------------------------------
(1) Unless otherwise noted, the address of each beneficial holder is 2533 North
Carson Street, Suite 5107,Carson City, Nevada 89706.
(2) Beneficial ownership as reported in the table above has been determined in
accordance with Instruction (1) to tem 403(b) of Regulation S-B of the
Exchange Act.
* Indicates less than 1% of Company Common Stock held.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
(a) There are no material proceedings known to the Company to which any
director, officer 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 new 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 legal proceedings known to the Company that are material to the
evaluation of the ability or integrity of any of the Directors or executive
officers.
John Robinson, 48, Chairman of the Board of Directors and Chief
Executive Officer, has served from March 1997 until the present as President and
Chief Executive Officer to USDR, Inc. Mr. Robinson has served in the same
capacities to each of USDR Inc.'s affiliates, including USDR Aerospace, Ltd.,
since October 2001. From 1993 to 1996, Mr. Robinson was President and Chief
Executive Officer of United States Defense Research, Inc., a U.S. government
contractor that manufactured precision parts for military equipment.
Gerald Wiener, 60, President and Director, has served from 1986 until
the present as Chief Executive Officer of Finance California, a California
corporation and commercial and consumer lender licensee. Since 2000, Mr. Wiener
has served as President of Cabot Capital Corporation, a company specializing in
procuring and placing
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high yield secured real estate loans for investors. Mr. Wiener received a B.A.
degree and J.D. degree from the University of California, Los Angeles.
Julie Seaman, 42, Treasurer, Secretary and Director, has served as
Treasurer and Director of Administration to USDR, Inc. since March 1997, and has
held the same positions for each of USDR, Inc.'s affiliates, including USDR
Aerospace, Ltd., since October 2001. From 1993 to 1996, Ms. Seaman was Treasurer
and Director of Administration to United States Defense Research, Inc., a U.S.
government contractor that manufactured precision parts for military equipment.
No employee of the Company receives any additional compensation for his
or her services as a Director. Non-management directors receive no salary for
their services as such, but may participate in the Company's stock option plans.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act and regulations thereunder require
the Company's executive officers, Directors, and persons who own more than ten
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 March 31,
2002, the following individuals have failed to file required forms 3,4 and 5:
(1) Raymond Bills, Director, officer and beneficial holder of more than 10% of
the outstanding shares of Company Common Stock;
(2) Ian Rice, Director and officer.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
John Robinson is the 100% owner of USDR Ltd., a Nevada limited
liability company, which, through one or more of its subsidiaries, controls USDR
Aerospace, Ltd., a Texas limited partnership ("Aerospace"). Aerospace and USDRGA
are the parties to an Intellectual Property Assignment and Royalty Agreement,
dated as of May 14, 2002, pursuant to which Aerospace assigned to USDRGA all of
Aerospace's rights and interests in certain intellectual property that is
essential to the development of the Company's product, the Guardian(TM)
Anti-Ballistic Panel Cockpit Security Door (the "Guardian(TM) Door"), in
exchange for future royalties equal to 3.5% of all of the Company's sales
related to the Guardian(TM) Door until Aerospace has received $15,000,000, and
thereafter a royalty of 1% of all of the Company's sales related to the
Guardian(TM) Door until the expiration of any patent rights relating to the
transferred intellectual property. Patent applications are currently pending on
the transferred intellectual property.
In addition, Aerospace has provided and is expected to continue
providing employees and product development services to USDRGA, for which USDRGA
currently owes Aerospace approximately $1.5 million. This relationship was
initiated as a result of time constraints imposed by the FAA relating to the
development of the Guardian(TM) Door and the Company's desire to protect the
confidentiality of its proprietary information and intellectual property. This
relationship between USDRGA and Aerospace is expected to continue for the
foreseeable future, provided that Aerospace continues to provide services to
USDRGA at a price comparable to or less than that charged by unrelated third
parties for the same or similar services.
CERTAIN BUSINESS RELATIONSHIPS
None.
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%
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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 Company's Board of Directors.
Since the Closing Date, the Board of Directors Designees have held no
meetings and have taken no action by unanimous written consent.
EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS
Summary Compensation Table
- --------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
- --------------------------------------------------------------------------------------------------------------
Awards Payouts
----------------------------------------------------------------
Name and Restricted Securities
Principal Fiscal Other Annual Stock Awards Underlying All Other
Position Year Salary ($) Compensation ($) Options/SARs (#) Compensation
- --------------------------------------------------------------------------------------------------------------
John Robinson, Ending 0 0 0 0 0
CEO March
31, 2003
- --------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
---------------------------------------------------- -----------------------------------------------
Number of
securities
underlying Value of unexercised
unexercised in-the-money
options/SARs at options/SARs at
Name Shares acquired on Value realized ($) FY-end (#) FY-end ($)
exercise (#) Exercisable/ Exercisable/
Unexercisable Unexercisable
(a) (b) (c) (d) (e)
---------------------------------------------------- -----------------------------------------------
---------------------------------------------------- -----------------------------------------------
John
Robinson N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------
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EMPLOYEE STOCK COMPENSATION PLAN
The Company's 2001 Employee Stock Compensation Plan (the "2001 Stock
Option Plan") was adopted by the Board of Directors and approved by the
Company's stockholders on May 29, 2001. The 2001 Stock Option Plan was adopted
to provide a means by which selected officers, employees, directors and
consultants to the Company could receive common stock as compensation from the
Company or purchase common stock in the Company. As of June 10, 2002, 5,000,000
shares have been issued under this plan.
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Under the 2001 Stock Option Plan, the aggregate number of shares of
common stock that may be issued or transferred is 5,000,000, provided that no
award may be issued that would bring the total number of all outstanding plan
shares to more than 20% of the total number of the shares of Common Stock at the
time outstanding.
The 2001 Stock Option Plan provides for the grant of Company Common
Stock as approved by the Board of Directors or a committee thereof (the
"Committee"). Awards of the 2001 Stock Option Plan common stock may be granted
as compensation for services rendered, directly or in lieu of compensation
payable, as a bonus in recognition of past service or performance or may be sold
to an employee at not less than the fair value thereof on the date of the grant.
Eligible participants under the 2001 Stock Option Plan include the
following persons: (i) executive officers, officers and directors (including
advisory and other special directors) of the Company or an Affiliated
Corporation (as such term is defined in the 2001 Stock Option Plan); (ii)
full-time and part-time employees of the company or an Affiliated Corporation;
(iii) natural persons engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iv) a lawyer, law firm, accountant or
accounting firm, or other professional or professional firm engaged by the
Company or an Affiliated Corporation.
Except as otherwise expressly provided therein, the 2001 Stock Option
Plan provides that the compensation committee, or in the event there is no
compensation committee, the board of directors shall have complete discretion to
determine when and to which eligible participants plan shares are to be granted
and the number of such shares to be awarded to each such participant. A grant
may be made for cash, property, services rendered or other form of payment
constituting lawful consideration under applicable law. Plan shares awarded
other than for services rendered shall be sold at not less than the fair value
thereof on the date of grant. No grant will be made if, in the judgment of the
committee or the board of directors, as the case may be, such a grant would
constitute a public distribution within the meaning the U.S. Securities Act of
1933, as amended, or the rules or regulation promulgated thereunder.
The 2001 Stock Option Plan terminates on the tenth anniversary of its
effective date unless terminated earlier or extended by the Board of Directors.
CARING PRODUCTS INTERNATIONAL, INC.
/s/ John Robinson
--------------------------------------------
John Robinson, Chief Executive Officer
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