UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Under the Securities Exchange Act of 1934
Too Gourmet, Inc.
(Exact name of registrant as specified in its corporate charter)
Commission File No. 000-33333
Nevada 33-0967353
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Bryan Cave LLP, 2020 Main Street, Suite
600, Irvine, CA 92614
- -------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(949) 223-7103
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Registrant's telephone number
November 7, 2003
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being furnished to all holders
of record at the close of business on November 5, 2003, of shares
of $.001 par common stock ("Common Stock") of Too Gourmet, Inc.,
a Nevada corporation (the "Company"), in accordance with the
requirements of Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Securities and
Exchange Commission (the "Commission") Rule 14f-1. As of such
date, and immediately prior to the closing of the Transaction (as
that term is defined below), the Company had 6,002,500 shares of
Common Stock issued and outstanding, all of which shares are
entitled to one vote per share on all matters for which
stockholders are entitled to vote.
NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN
RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING
SOLICITED.
INTRODUCTION
The Transaction
Pursuant to an Asset Purchase and Sale Agreement (the
"Acquisition Agreement"), with an effective date of September 22,
2003, by and among Prof. Dr. Dr. Hans-Jurgen Reimann ("Prof.
Reimann") and Dr. Antje Reimann ("Dr. Reimann") and Too Gourmet,
Inc., a Nevada corporation, and Global Life Sciences, Inc., a
Nevada corporation formed as its wholly-owned subsidiary, the
Company acquired (the "Transaction") the medical business assets
and related intellectual property of a medical laboratory and
service provider, doing business as the Internationale Fachklinik
("lab") located in Schwerin, Germany (the "Acquired Assets and
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Business") from Prof. Reimann and Dr. Reimann. The closing of
the Transaction was November 5, 2003, subject to the conclusion
of the 10-day period (the "10-day Period") that will follow the
date on which this Schedule 14f-1 was filed with the Commission
and transmitted to the Company's stockholders of record. The 10-
day Period is expected to conclude as of November 17, 2003. In
exchange for the Acquired Assets and Business, the Company issued
to Prof. Reimann and Dr. Reimann, and their respective designees,
(i) twenty-six million five hundred thousand (26,500,000) shares
(the "Acquisition Shares") of Common Stock and (ii) options to
purchase up to an additional three million five hundred thousand
(3,500,000) shares of Common Stock at an exercise price of $0.10
per share, exercisable on or before September 21, 2006 (the
"Acquisition Options").
As a result of the Transaction, but assuming that the
Acquisition Options are not exercised, Prof. Reimann will own
approximately 51.3%, and Dr. Reimann will own approximately 3.1%,
of the issued and outstanding shares of Common Stock, the sole
class of the Company's voting stock.
Changes in Majority of Directors and Executive Officers
As part of the Transaction, following the conclusion of the
10-day Period, the following changes to the Company's directors
and officers will occur:
* Mr. Robert Byers, the Company's President, Chief Financial
Officer, Secretary, and a member of its Board of Directors, will
resign such positions.
* Mr. Randolf W. Katz, a member of the Company's Board of
Directors, will resign such position.
* Mr. Harrysen Mittler, the Company's Chief Executive Officer,
will resign such position and will be appointed as Chief
Financial Officer; further, Mr. Mittler will continue to serve as
a member of the Company's Board of Directors, but will no longer
serve as its Chairman.
* Prof. Reimann will be appointed as the Company's Chairman of
the Board, President, and Chief Executive Officer.
* Dr. Reimann will be appointed to the Company's Board of
Directors.
* Ms. Claudia Knotzsch will be appointed as the Company's
Secretary and Vice President/General Counsel.
* Mr. Thomas Kuspert will be appointed as the Company's Vice
President/Business Development and Controller.
Acquisition of Assets
The Transaction. Pursuant to the Acquisition Agreement, the
Company acquired the Acquired Assets and Business from Prof.
Reimann and Dr. Reimann. In consideration of the Acquired Assets
and Business, the Company issued to Prof. Reimann and Dr.
Reimann, and their respective designees, the Acquisition Shares
and the Acquisition Options. As a result of the Transaction, and
assuming that the Acquisition Options are not exercised, Prof.
Reimann will own approximately 51.3%, and Dr. Reimann will
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own approximately 3.1%, of the issued and outstanding shares of
Common Stock.
The Acquired Business. Under the direction of Prof.
Reimann, Professor at University of Rostock and at Humboldt
University in Berlin, Germany, Ph.D. in Biochemistry and Ph.D. in
Medicine, the lab specializes in the research, analysis, and in
vitro diagnosis of live biopsy tissue samples for allergic,
immunological, and environmentally related disorders. In order
to improve the quality of test results, Prof. Reimann developed
and patented a unique device, known as a "Tabox", which enables
the precise analysis of the effects of allergens and toxins on
the human body in an in vitro environment. Currently, the lab
operates a total of twenty-eight inter-clinic Tabox systems as
proprietary devices, which are available to practitioners,
clinics, and other medical clients on a lease-only basis. The
lab charges its lessees a user fee for each tissue sample
processed at the lab.
Information Regarding the Company
Please read this Information Statement carefully. It
describes the general terms of the Transaction and contains
certain biographical and other information concerning the
executive officers and directors after the closing of the
Transaction. Additional information about the Transaction and
the Acquired Assets and Business is contained in the Company's
Current Report on Form 8-K, filed with the Commission on November
5, 2003. All Company filings and exhibits thereto, may be
inspected without charge at the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or
obtained on the Commission's website at www.sec.gov.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to our
highest paid officers for our fiscal year ended December 31,
2002. No other compensation was paid to any such officer or
directors other than the cash compensation set forth below.
Summary Compensation Table
==============================================================================
Name and Principal Position Year Annual Bonus Other All Other
Salary ($) Annual Compensation
($) Compensation
($)
- ------------------------------------------------------------------------------
2002 None None None None
Robert Byers - President,
Chief Financial Officer,
and Secretary
- ------------------------------------------------------------------------------
2002 None None None None
Harrysen Mittler - Chief
Executive Officer
==============================================================================
Stock Option Grants
No stock options were granted to any of the Company's
directors and officers during the Company's most recent fiscal
year ended December 31, 2002.
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Exercises of Stock Options and Year-End Option Values
No share purchase options were exercised by the Company's
officers, directors, and employees during the fiscal year ended
December 31, 2002.
Outstanding Stock Options
The Company has not granted any stock options and does not
have any outstanding stock options. Accordingly, the Company's
officers and directors do not hold any options to purchase shares
of Common Stock.
Compensation of Directors
The Company's directors do not receive cash compensation for
their services as directors or members of committees of the
board.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information known to
the Company regarding the beneficial ownership of the Common
Stock, as of November 5, 2003 (immediately preceding the closing
of the Transaction), by (a) each beneficial owner of more than
five percent of the Common Stock, (b) each of the Company's
directors, and (c) all of the Company's directors and executive
officers as a group. Except as otherwise indicated, each person
has sole voting and investment power with respect to all shares
shown as beneficially owned, subject to community property laws
where applicable.
========================================================================================
Title of Class Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
(1)
- ----------------------------------------------------------------------------------------
Common Stock 80,000 shares 1.7%
Robert Byers
14 Melton Grove Street
North York, Ontario M2R 2G9
Canada
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Common Stock 100,000 shares 1.3%
Harrysen Mittler
16-1375 Southdown Road, #126
Mississauga, Ontario L5J 2Z1
Canada
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Common Stock -0- shares *
Randolf Katz
2020 Main Street, Suite 600
Irvine, California 92614
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Common Stock 550,172 shares 9.2%
Glynn Fisher
LOM Building
27 Reid Street
Hamilton HM11, Bermuda
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Common Stock 180,000 shares 1.6%
All directors and named
executive officers as a
group (3 persons)
========================================================================================
* Represents less than 1% of the issued and outstanding shares
of Common Stock.
1.The Company believes that all persons have full voting and
investment power to respect to the shares. Under the rules
of the Commission, a person (or group of persons) is deemed
to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares a power to vote or to
direct the voting of such security. Accordingly, more than
one person may be deemed to be a beneficial owner of the
same security. A person is also deemed to be a beneficial
owner of any security, which the person has the right to
acquire within 60 days, such as warrants or options to
purchase shares of Common Stock.
The following table sets forth certain information known to
the Company regarding the beneficial ownership of the Common
Stock, as of November 5, 2003 (immediately following the closing
of the Transaction, subject to the conclusion of the 10-day
Period, and taking into effect the issuance of the Acquisition
Shares), by (a) each beneficial owner of more than five percent
of the Common Stock, (b) each of the Company's directors, and (c)
all of the Company's directors
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and executive officers as a group. Except as otherwise indicated,
each person has sole voting and investment power with respect to
all shares shown as beneficially owned, subject to community
property laws where applicable.
========================================================================================
Title of Class Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
(1) (2)
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Common Stock 16,680,000 shares 51.3%
Prof. Dr. Dr. JUrgen Reimann
Lankower Strasse 11-13
Schwerin, Germany
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Common Stock 1,000,000 shares 3.1%
Dr. Antje Reimann
Lankower Strasse 11-13
Schwerin, Germany
- ----------------------------------------------------------------------------------------
Common Stock 100,000 shares *
Harrysen Mittler
16-1375 Southdown Road, #126
Mississauga, Ontario L5J 2Z1
Canada
- ----------------------------------------------------------------------------------------
Common Stock 19,580,000 shares 60.4%
All directors and named
executive officers as a group
(5 persons)
========================================================================================
* Represents less than 1% of the issued and outstanding
shares of Common Stock.
1.The Company believes that all persons have full voting and
investment power to respect to the shares. Under the rules
of the Commission, a person (or group of persons) is deemed
to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares a power to vote or to
direct the voting of such security. Accordingly, more than
one person may be deemed to be a beneficial owner of the
same security. A person is also deemed to be a beneficial
owner of any security, which the person has the right to
acquire within 60 days, such as warrants or options to
purchase shares of Common Stock.
2.Assumes that the Acquisition Options are not exercised. If
the Acquisition Options exercised, the percentages set forth
above would be 46.3%, 2.8%, and 54.4%, respectively.
Beneficial ownership is determined in accordance with the
rules of the Commission generally includes voting or investment
power with respect to securities. In accordance with Commission
rules, shares of Common Stock that may be acquired upon exercise
of stock options or warrants which are currently exercisable or
which become exercisable within 60 days of the date of the table
are deemed beneficially owned by the optionees. Subject to
community property laws, where applicable, the persons or
entities named in the table above have sole voting and investment
power with respect to all shares of the Common Stock indicated as
beneficially owned by them.
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DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that, after the closing of the
Transaction, there will be certain changes in the composition of
directors and executive officers. Please also see "Introduction
- - Changes in Majority of Directors and Executive Officers,"
above.
The following tables set forth information regarding the
Company's current executive officers and directors and the
proposed executive officers and directors of the Company:
Current Executive Officers and Directors
Name Age Position
- ----------------------------------------------------------------------------
Robert Byers 52 President, Chief Financial Officer,
Secretary, and a Director
Harrysen Mittler 50 Chief Executive Officer, and Chairman
of the Board
Randolf Katz 48 Director
Proposed Executive Officers and Directors After the Conclusion of
the 10-day Period
Name Age Position
- ----------------------------------------------------------------------------
Prof. Dr. Dr. Jurgen 60 President, Chief Executive Officer, and
Reimann Chairman of the Board
Dr. Antje Reimann 59 Director
Harrysen Mittler 50 Chief Financial Officer and a Director
Claudia Knotzsch 50 Secretary
Thomas Kuspert 33 Vice President of Business Development
and Controller
Prof. Dr. Dr. Jurgen Reimann. Prof. Dr. Dr. Hans-Jurgen
Reimann will be our Chairman of the Board, President, and Chief
Executive Officer effective as of the conclusion of the 10-day
Period. Between 1997 and 1999, he was the medical director or
AIT - special laboratory in Schwerin, Germany. Thereafter, he
served as the Chief Executive Officer of the Acquired Business.
Further, during the past ten years, he has been affiliated with
the Medical School of NYU / Mount Sinai Lab of Immunologic
Allergology, where, since 1996, he has served as a guest
professor.
Dr. Antje Reimann. Dr. Antje Reimann will be one of our
directors effective as of the conclusion of the 10-day Period.
In March of 1978, Dr. Reimann commenced her medical practice in
Munich, Germany, specializing in the areas of macular disease and
allergies.
Harrysen Mittler. Harrysen Mittler was our Chief Executive
Officer and one of our directors since July 27, 2002. In
connection with the Acquisition, he resigned as our Chief
Executive Officer, but was appointed as our Chief Financial
Officer effective as of the conclusion of the 10-day Period.
Between March 9, 2001, and April 29, 2002, Mr. Mittler served as
the Chairman of the Board, President, and Secretary of Grand Prix
Sports, Inc., a publicly traded company that owned a 40% interest
in Nordic Racing Limited, a Formula 3000 automobile racing team.
From 1995 through autumn of 1999, Mr. Mittler served as Director,
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President, and Chief Financial Officer of Wordcraft Systems,
Inc., a publicly traded software company. In addition to his
tenure at Grand Prix and Wordcraft, during the preceding five
years, Mr. Mittler has also served as a business consultant to a
variety of private enterprises.
Claudia Knotzsch. Claudia Knotzsch will be our Vice
President/General Counsel and Secretary effective as of the
conclusion of the 10-day Period. She became licensed to practice
law in Germany in 1991. Since then, Ms. Knotzsch has practiced
as a commercial attorney, specializing in securities, media law,
real property law, and wealth transfer issues.
Thomas Kuspert. Thomas Kuspert will be our Vice
President/Business Development and Controller effective as of the
conclusion of the 10-day Period. During 1999, he was employed in
the hospitality and hotel management industry at hotel
'Ostseestrand' and the restaurant 'Bourebica' at the Ease-See,
Germany. Between the end of 1999 and mid-2001, Mr. Kuspert
became employed in the health industry, marketing health
insurance. Commencing in mid-2001, his duties expanded into the
area of customer management.
Committees
The Company does not have any standing audit, nominating, or
compensation committees of the Board, or committees performing
similar functions.
Meetings of the Board of Directors
The Board did not hold any meetings during the fiscal year
ended December 31, 2002. However, during such year, the Board of
Directors took action by Unanimous Written Consent on four
separate occasions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
officers, directors, and persons who beneficially own more than
10% of the Common Stock to file reports of ownership and changes
in ownership with the Commission. These reporting persons also
are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on the Company's review of
these reports or written representations from certain reporting
persons, the Company believes that during the fiscal year ended
December 31, 2002, and during the current fiscal year, all filing
requirements applicable to the Company's officers, directors,
greater-than-ten-percent beneficial owners and other persons
subject to Section 16(a) of the Exchange Act were met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except with respect to the Transaction, none of the
Company's directors or officers, nor any proposed nominee for
election as one of the Company's directors, nor any person who
beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to the Company's
outstanding shares, nor any of the Company's promoters, nor any
relative or spouse of any of the foregoing persons has any
material interest, direct or indirect, in any transaction since
the date of the Company's incorporation or in any presently
proposed transaction which, in either case, has affected, or will
materially affect the Company. One of our current directors,
Randolf Katz, who is resigning effective as of the closing of the
10-day Period, has been our outside general counsel and is a
partner in the law firm of Bryan Cave LLP.
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LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which
purchasers, any director, officer, or any owner of record or
beneficial owner of more than five percent of any class of voting
securities of the Company, or any affiliate of purchaser, or of
any such director, officer, affiliate of the Company, or security
holder, is a party adverse to Company or has a material interest
adverse to the Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Company caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOO GOURMET, INC.
By: /S/ HARRYSEN MITTLER
------------------------
Harrysen Mittler
Chief Executive Officer
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