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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission (only as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
NUCLEAR SOLUTIONS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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 fee for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.
(3) Filing Party:
(4) Date Filed:
June 21, 2002
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NUCLEAR SOLUTIONS, INC.
1050 Connecticut Ave., N.W., Ste. 1000, Washington, D.C 20036
(202) 772-3133
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
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This information is being provided to the shareholders of Nuclear
Solutions, Inc., (the "Company"), in connection with our prior receipt of
approval by written consent, in lieu of a special meeting, of the holders of a
majority of our common stock authorizing the election of a board of directors.
The shareholders holding shares representing 54.43% of the votes entitled to be
cast at a meeting of the Company's shareholders, consented in writing to the
proposed actions. The Company's Shareholder's called for and consented to
this Special Meeting action on May 7, 2002 .
The effective date of the election of new board directors will be 20 days
after the mailing of this Information Statement. If the shareholder action
were not adopted by written majority shareholder consent, it would have been
necessary for this action to be considered by the Company's shareholders at a
special shareholder's meeting convened for the specific purpose of electing
successor directors. This process would have taken more time and required the
Company to solicit shareholder proxies for that purpose. This action, taken
independently by a majority of Company shareholders, was seen as an urgent
corporate matter by these shareholders because the Company has been left with
no directors as a result of the untimely death of the Company's sole director,
Paul M. Brown. This shareholder action will permit the Company to continue to
take actions necessary to promote its business.
The elimination of the need for a special meeting of the shareholders to,
in this case, elect directors, is authorized by Section 78.320 of the Nevada
Revised Statutes, (the "Nevada Law"). This Section provides that the written
consent of the holders of outstanding shares of voting capital stock, having
not less that the minimum number of votes which would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote on a
matter were present and voted, may be substituted for the special meeting.
According to this Section 78.390 of the Nevada Law, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter is
required in order to, among other things, elect directors. In order to
eliminate the delays in time and costs involved in holding a special meeting
and in order to install a Board of Directors, as early as possible in order to
operate the Company, the Company's majority shareholders elected to utilize
the written consent of the majority shareholders of the Company in lieu of a
calling a special meeting of the shareholders.
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The date on which this Information Statement was first sent to the
shareholders is on, or about June 21, 2002. The record date established by the
majority shareholders for purposes of determining the number of outstanding
shares of Voting Capital Stock of the Company was May 7, 2002, (the "Record
Date").
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, there were 21,378,205 shares of Common Stock
issued and outstanding. The Common Stock constitutes the outstanding class of
voting securities of the Company. Each share of Common Stock entitles the
holder to one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
- ---------------------------------------------------
The following Table sets forth the Common Stock ownership information as
of May 07, 2002, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common and Preferred Stock,
(ii) each director of the Company, (iii) each person intending to file a
written consent to the adoption of the Amendment described herein, and (iv) all
directors, executive officers and designated shareholders of the Company as a
group. This information as to beneficial ownership was furnished to the Company
by or on behalf of each person named. Unless otherwise indicated, the business
address of each person listed is.
Table 1. Beneficial Ownership (a)
Shares Beneficially Owned Percent of Class
Estate of Paul Brown (2)(3)(4) 6,992,946 32.71%
Patrick Herda (1) (2) 1,000,000 4.68%
Bryant Behrmann (2) 713,600 3.34%
Tianna Owen (2) 713,600 3.34%
Tony Kahnzada 660,000 3.09%
Brad Larson (2) 555,000 2.60%
Wayne Haley (2) 500,000 2.34%
Steven Yeich (2) 500,000 2.34%
Total Consenting Shares 11,635,146 54.43%
Directors and Officers
as a Group 7,992,946 37.39%
(1) Directors and Officers
(2) Consenting shareholder
(3) 5% Beneficial shareholder
(4) Beneficiary of Paul Brown's Estate is Jackie Brown, his surviving spouse.
Ms. Brown holds the executive office of corporate Secretary and is deemed the
beneficial owner of these shares for voting purposes.
Total issued and outstanding shares as of May 07, 2002 is 21,378,250 common
shares.
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Purpose and Effect of the Board of Director Election
Paul M. Brown, the Company's sole director, died in an automobile
accident on April 7, 2002. A group of Company shareholders has taken action to
install a new board of directors so that the Company continues to effectively
conduct the Company's business.
Directors Nominated and to be Elected by Majority Shareholders:
1. Patrick Herda, Assistant Secretary, Vice President
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Patrick Herda, 32, serves as Assistant Secretary and Vice President of Business
Development. He is responsible for creating and managing strategic alliances
with government and industrial partners, as well as identifying and developing
new business opportunities for the company.
Herda provides Nuclear Solutions, Inc. with a portfolio of skills that blends
business experience with scientific aptitude developed in the course of working
with technically oriented companies over the last ten years. Herda's business
background includes operations management, strategic planning, marketing and
communications, business development, and fiscal planning. His background
consists of a broad business, scientific and technical appitude that includes
nuclear science, management of R&D, industrial process control systems.
In 1997, Herda founded Particle Power Systems, LLC, a private nuclear R&D
company. He was responsible for general operations concerning the development
of innovative nuclear power technologies for military and aerospace
applications.
From 1995 to 1997, Herda provided business and technical consulting services to
various companies in the fields of aerospace product development, marketing,
management, organizational development, industrial engineering and process
control, and E-business.
From 1993 to 1995, Herda served as Vice President for Butler Audio, a Start-Up
design and manufacturing firm for consumer electronics products. Where he
successfully managed new product introduction, manufacturing, and strategic
planning.
From 1990 to 1993, Herda worked on various engineering projects that included
design and prototyping of emergency/rescue systems for the U.S. Navy as well as
fiscal management and reliability engineering for a component of the National
Transportation System.
Mr. Herda attended Drexel University in Philadelphia, PA, where he studied
Commerce and Engineering, and Regis University in Denver, CO. where he studied
business finance. Mr. Herda currently holds memberships in the American
Nuclear Society, International Association for Energy Economics, and the
Institute of Nuclear Materials Management.
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John Dempsey: Vice President
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John Dempsey, 60, is responsible for general operations involving the
Company's continuing development of the its proprietary HYPERCON(TM) ADS
technology, the GHR technology and any other future applications of new or
derivative technologies.
Before joining Nuclear Solutions, Dempsey was the vice president of METALAST
International, Inc., the world's leading supplier of proprietary computer-
controlled anodizing technologies. Earlier, he served as president & CEO of
U.S. Environmental Group, Inc., which provided hazardous waste remediation
equipment and services to major oil companies, governmental, and other
industrial concerns. Prior to that, Dempsey spent 21 years with Bechtel Power
Corp., primarily managing construction and start up of major nuclear and
fossil-fueled power projects worldwide.
Dempsey graduated with a B.S. from the U.S. Naval Academy and was selected by
Admiral Rickover to serve as a commissioned officer on nuclear submarines. He
subsequently received certification from the U.S.N. Nuclear Power School, and
then served aboard the U.S.S. Sargo and the U.S.S. Seadragon. Later, he earned
certificates in Nuclear Engineering from the MIT and Georgia Tech. Dempsey is
also registered with the State of California as a professional nuclear engineer
and a professional mechanical engineer.
Adrian Joseph, Ph.D.
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Dr. Joseph, 49, is a Nuclear Physicist and the inventor of numerous patented
nuclear and chemical technologies. He is highly regarded in the field of
nuclear radiation shielding and encapsulation, and he was a consultant on the
Chernobyl investigation team. Dr. Joseph has considerable experience advancing
new technologies from concept to commercialization in both the private as well
as public business sectors. He is a frequent contributor at various national
and international forums.
From May 1998 to April 2001 He was the President and CEO of Nurecsell, Inc. a
company founded on a proprietary high performance polymer based radiation
shielding material invented by Dr. Joseph. From April 1997 to Present Dr.
Joseph has served as the Chairman of Tresis International, which specializes in
titanium ore refining technologies.
Dr. Joseph was educated at the Israel Institute of Technology (Technion) and
received a Ph.D. in Nuclear Physics in 1974.
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John Powers, Ph.D.
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John R. Powers, 67, is the Chairman and CEO of Corporate Communication
Resources Incorporated of Princeton, New Jersey. CCRI is an alliance of senior
subject matter and, process management experts and was created to help cities,
counties, states and the Federal government address the emerging terrorist
threat. The subject matter experts have been at the center of the development
of the nation's contingency planning, continuity of operations, emergency
preparedness, mobilization planning and infrastructure assurance efforts. The
process management experts include some of the leading practitioners in
organizational dynamics, organizational communication and issue resolution.
From 1996 to 1998, Dr. Powers served as a Commissioner and the Executive
Director of the President's Commission on Critical Infrastructure Protection
(PCCIP). He managed the research, provided overall direction to the
Commission's deliberations and led the formulation of the National Structures
recommendations subsequently adopted by the President. From 1983 to 1993, he
headed the Federal Emergency Management Agency's Office of Civil Preparedness
and then the Office of Federal Preparedness and from 1993 to 1995 he directed
the FEMA regional office in Chicago.
From 1978 to 1983, he served as the Director of Research and Technical
Assessment for the Department of Energy. His first assignment was as Executive
Director for the Interagency Review Group on Nuclear Waste Management reporting
to President Jimmy Carter and then as Executive Director of the DOE precursor
to the Synthetic Fuels Corporation in which he managed the award of seven
billion dollars to stimulate new alternative energy projects.
Dr. Powers holds a B.S. degree from Columbia University, an M.Div. degree from
Princeton Theological Seminary and a Ph.D. in physics from the University of
Pennsylvania.
Steve Yeich
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Steve Yeich, 49, founded Stock Watch Man, Inc. in 1997 and was its president
until August 2001. Stock Watch Man, Inc. was the predecessor of Nuclear
Solutions, Inc. He has worked with several companies in the area of investor
relations and raised money as sales agent in several initial public offerings.
He is a 1975 graduate of West Chester State University with a degree in
education. He worked in the entertainment industry off and on since 1982. He
has been a freelance writer for 18 years. He has also freelanced for numerous
advertising agencies in the writing of radio and TV commercials, industrial and
in house videos. Additionally, he has written several TV scripts as well as the
writing of varied articles for newspapers and magazines. Mr. Yeich is currently
involved in several ventures including business-consulting services.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
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Conclusion
As a matter of regulatory compliance, we are sending you this Information
Statement, which describes the purpose and effect of the majority shareholder
action. Your consent to this action is not required and is not being solicited
in connection with this action. This Information Statement is intended to
provide Nuclear Solutions' stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
Date: June 21, 2002 Nuclear Solutions, Inc.
/s/ Patrick Herda
---------------------
By: Patrick Herda
Title: Vice President
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