UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 12, 2001
CAPLAN CORPORATION
(Changed herein to Mid-Power Service Corporation
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(Exact name of registrant as specified in its charter)
Delaware 2-85602-D 87-0398403
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
340 Lewis Street
Las Vegas, Nevada 89101
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(Address of principal executive offices) (Zip Code)
(702) 319-7153
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(Registrant's telephone number, including area code)
Special Note About Forward-Looking Information
The report contains certain forward-looking statements and information
relating to the Registrant that are based on the beliefs of management as well
as assumptions made by and information currently available to management. These
statements include, among other things, the discussions of the Registrant's
business strategy and expectations concerning the Registrant's future
operations, product development costs and schedules, product rollout dates,
customer acceptance, licensing of required third-party technologies, ability to
obtain required additional capital, profitability, liquidity, and capital
resources. When used in this document, the words "anticipate," "believe,"
"estimate," "expect" and "intend" and similar expressions, as they relate to the
Registrant or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of the Registrant
respecting future events and are subject to certain risks, uncertainties and
assumptions, including the meaningful and important risks and uncertainties
noted. Although the Registrant has attempted to identify important factors that
could cause actual results to differ materially, there may be other factors that
cause the forward-looking statement not to come true as anticipated, believed,
estimated, expected or intended. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. Neither the Registrant nor any other
person undertakes any obligation to revise these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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On March 12, 2001, eight individuals purchased an aggregate of
1,500,000 shares of restricted common stock (187,500 each) from six stockholders
of Caplan Corporation (the "Registrant"), at a price of $0.22 per share. The
purchasers were Ed Zimbelman, Cliff Johnson, Juna Light, Julie Hollenback,
Brenda Gabler, Kenneth M. Emter, Randall F. Kiefer, and Denise Isabella, and the
sellers were Keith A. Cannon (100,000 shares), Ronnie Hinze (20,000 shares),
Jerry Spilsbury (150,000 shares), Dix Turnbow (30,000 shares), Vector Capital,
LLC (100,000 shares), and the Clemons F. Walker and Leslie A. Walker Family
Trust dated April 14, 1998 (1,100,000 shares). Additionally, for the sum of
$25,000 (which will be credited against the purchase price if the option is
exercised), Kenneth M. Emter purchased an irrevocable proxy to vote 500,000
shares of common stock and an option to purchase 100,000 shares of restricted
common stock from the Clemens F. Walker IRA Account. If the option is exercised,
Emter will pay the Clemens F. Walker IRA Account an additional $50,000 upon
exercise. Both the irrevocable proxy and the option expire on August 31, 2001.
The purchasers used personal funds to purchase the securities in the
above-referenced transactions. As a result of the foregoing transactions, set
forth below is the name of each person who owns of record, or is known by the
Registrant to own beneficially, 5% or more of the 3,600,793 shares of the issued
and outstanding common stock of the Registrant as of March 26, 2001.
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Name Nature of Ownership Number Percent
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Clemons F. Walker Record and beneficial 16,729 0.5%
Beneficial (held in IRA account
and Family Trust) 1,002,500 27.8
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1,019,229 28.5
Keith A. Cannon Record and beneficial 168,708 4.7
Beneficial (held in IRA account) 46,900 1.3
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215,608 6.0
Ed Zimbelman Record and beneficial 187,500 5.2
Cliff Johnson Record and beneficial 187,500 5.2
Juna Light Record and beneficial 187,500 5.2
Julie Hollenback Record and beneficial 187,500 5.2
Brenda Gabler Record and beneficial 187,500 5.2
Kenneth M. Emter Record and beneficial 187,500 5.2
Randall F. Kiefer Record and beneficial 187,500 5.2
Denise Isabella Record and beneficial 187,500 5.2
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Total 2,734,837 76.0%
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ITEM 5. OTHER EVENTS
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Immediately following the change in control, the stockholders of the
Registrant, by majority written consent, elected a new board of directors
consisting of Kenneth M. Emter, Gorman King, Sr. and Michael T. Maloney. The new
board then determined, by unanimous written consent and subject to stockholder
approval, to effect a two-to-one reverse split in the common stock of the
Registrant and to change the name of the Registrant to "Mid-Power Service
Corporation." The stockholders then, by majority written consent, voted to
effect the two-to-one reverse split of the Registrant's common stock,
authorizing the board of directors to set the record date for the reverse split,
and to change the name of the Registrant as approved by the board of directors.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPLAN CORPORATION
Dated: March 27, 2001 By: /s/ Kenneth M. Emter
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Kenneth M. Emter,
Secretary/Treasurer
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