SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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
CARING PRODUCTS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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:
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2)Aggregate number of securities to which transaction applies:
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3)Per unit price 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):
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4)Proposed maximum aggregate value of transaction:
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5)Total fee paid:
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[ ] 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 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:
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2)Form, Schedule or Registration Statement No.:
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3)Filing Party:
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4)Date Filed:
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INFORMATION STATEMENT
OF
CARING PRODUCTS INTERNATIONAL, INC.
2533 North Carson Street, Suite 5107
Carson City, Nevada 89706
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about August 30,
2002 to the holders of record as of the close of business on August 28, 2002 of
the common stock of Caring Products International, Inc. ("CPI").
This Information Statement is being sent in compliance with Section 228(e)
of the Delaware General Corporation Law.
CPI's Board of Directors has approved, and the majority stockholder owning
15,500,000 shares of the 22,636,427 shares of common stock outstanding as of
August 28, 2002 has consented in writing to, the action described below. Such
approval and consent constitute the approval and consent of a majority of the
total number of shares of outstanding common stock and are sufficient under the
Delaware General Corporation Law and CPI's By-Laws to approve the action.
Accordingly, the action will not be submitted to the other stockholders of CPI
for a vote and this Information Statement is being furnished to stockholders to
provide them with certain information concerning the action in accordance with
the requirements of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder, including Regulation 14C.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
CPI will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. CPI will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of CPI's common stock.
CPI will only deliver one information statement to multiple security
holders sharing an address unless we have received contrary instructions from
one or more of the security holders. CPI will promptly deliver a separate copy
of this information statement and future shareholder communication documents to
any security holder at a shared address to which a single copy of this
information statement was delivered, or deliver a single copy of this
information statement and future shareholder communication documents to any
security holder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
Caring Products International, Inc.
Attn: John Robinson
2533 North Carson Street, Suite 5107
Carson City, Nevada 89706
(775) 841-3246
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Security holders may also address future requests regarding delivery of
information statements and/ or annual reports by contacting CPI at the address
listed above.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to CPI's Bylaws and the Delaware General Corporation Law, a vote
by the holders of at least a majority of CPI's outstanding capital stock is
required to effect the actions described herein. CPI's Certificate of
Incorporation does not authorize cumulative voting. As of August 28, 2002, CPI
had 22,636,427 voting shares of common stock issued and outstanding. The
consenting stockholder is the record and beneficial owner of 15,500,000 shares,
which represents approximately 68.5% of the issued and outstanding shares of
common stock. Pursuant to Section 228 (a) of the Delaware General Corporation
Law, the consenting stockholder voted in favor of the action described herein in
a Joint Written Consent, dated as of August 28, 2002. No consideration was paid
for the consent. The consenting stockholder's name, affiliation with CPI and
beneficial holding is as follows:
Name Affiliation Shares Beneficially Percentage
Held
- ------------------ ------------------- -------------------- ----------
John Robinson (1) Chairman, Chief 15,500,000 68.5%
Executive Officer
- ------------------ ------------------- -------------------- ----------
Total 15,500,000 68.5%
- ------------------ ------------------- -------------------- ----------
(1) Does not include 2,000,000 shares held by Mr. Robinson's spouse as
separate property for which Mr. Robinson disclaims beneficial
ownership.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of August 28, 2002 as to the
number and percentage ownership of each person who is known to CPI to be the
beneficial owner of more than 5% of CPI's outstanding common stock and of each
executive officer and director of CPI and all officers and directors of CPI as a
group. Except where specifically noted, each person listed in the table has sole
voting and investment power with respect to the shares listed.
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Name and address of beneficial owner Number of shares of Percentage of
common stock beneficially common stock
owned beneficially
owned
- ------------------------------------ ------------------------- -------------
5% Stockholders:
- ------------------------------------ ------------------------- -------------
Gerald H. Wiener (1) 2,000,000 8.8%
- ------------------------------------ ------------------------- -------------
Carolyn Robinson (2) 2,000,000 8.8%
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Directors and Executive Officers:(3)
- ------------------------------------ ------------------------- -------------
John Robinson, Chairman, Chief Executive
Officer and Director (4) 15,500,000 68.5%
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Julie Seaman, Treasurer, Secretary 500,000 2.2%
and Director
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Total number of shares owned by 16,000,000 70.7%
directors and officers as a group
(2 persons)
- ------------------------------------ ------------------------- -------------
*Less than 1%.
(1) Mr. Wiener's address is: 11111 Santa Monica Blvd., Suite 850, Los
Angeles, CA 90025.
(2) Carolyn Robinson is the spouse of John Robinson. Her address is: c/o
2533 Carson Street, Carson City, Nevada 89706.
(3) The address for each named director and officer is: 2533 Carson
Street, Carson City, Nevada 89706.
(4) Does not include the 2,000,000 shares held by Ms. Robinson as separate
property for which Mr. Robinson disclaims beneficial ownership.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The following action was taken based upon the unanimous recommendation by
CPI's Board of Directors and the written consent of the consenting stockholder
pursuant to a Joint Written Consent, dated as of August 28, 2002:
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On August 28, 2002, the Board and the consenting stockholder issued a
resolution adopting and approving an amendment to CPI's Certificate of
Incorporation to change the name of the company from "Caring Products
International, Inc." to "US Global Aerospace, Inc." (the "Name Change"). It is
the opinion of the Board and the consenting stockholder that the Name Change is
desirable to more accurately reflect the nature of the business and operations
of CPI subsequent to its May 17, 2002 share exchange with USDR Global Aerospace,
Ltd. ("USDRGA") and the shareholders of USDRGA, pursuant to which USDRGA became
CPI's wholly owned subsidiary and its sole operating business.
USDRGA owns certain intellectual property rights and patents pending
relating to a proprietary cockpit security door. The Guardian (TM)
Anti-Ballistic Panel Cockpit Security Door was developed with the intent to
comply with the requirement promulgated by the Federal Aviation Administration
following the September 11th terrorist attacks that all commercial aircraft
operating within the U.S. must install a reinforced cockpit door by April 9,
2003. The Guardian (TM) Door is made of a lightweight anti-ballistic panel
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designed specifically for aerospace applications. Subject to its receipt of the
necessary Supplemental Type Certificate from the FAA, USDRGA intends to market
and sell the Guardian (TM) Door to the aerospace and defense industries. USDRGA
is also devoting its efforts to the development of a wide range of applications
and products based upon its proprietary nano-denier G-Lam (TM) ultra lightweight
anti-ballistic material. USDRGA intends to market and sell such applications and
products to the aerospace and defense industries upon their completion.
CPI's stockholders will not be affected by the name change in any way, and
CPI stockholders will not be required to exchange outstanding stock certificates
for new certificates.
The Name Change amendment will become effective upon the filing of the
Amended Certificate of Incorporation. Under federal securities laws, CPI cannot
file the Amended Certificate of Incorporation until at least 20 days after the
mailing of this Information Statement.
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