UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
MAS ACQUISITION I CORP.
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(Name of Small Business Issuer in its charter)
Delaware 35-1990559
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2527 Monterey St., Sarasota, Florida 34231
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (941) 925-2286
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<PAGE>
INTRODUCTION
This Statement is being mailed on or about December 18, 1997 to holders of
record on November 30, 1997 of the shares of Common Stock, par value $.001
per share (the "Common Stock") of MAS Acquisition I Corp. (the "Company").
It is being furnished in connection with the merger and change of the
Company's directors effected on or around December 5, 1997.
As result of Agreement of an Agreement of Merger (the "Agreement") between
the Company and Sloan Electronics, Inc. ("Sloan"), Sloan has merged into
the Company and the Company has changed its name to Sloan Electronics, Inc.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the merger Agreement, 3,561,500 shares of Common
Stock of Sloan shall convert into 8,227,070 shares of Common Stock of the
Company at the conversion rate of 2.31. In addition, the Company has accepted
the return of, and cancelled, 7,680,083 shares of Common Stock issued to
MAS Financial Corp. and issued 91,102 shares of Common Stock as finder's
fee.
As a result of the Agreement, the Company has accepted the resignation of
the Board of Directors and Officers, as of December 5, 1997, consisting of
Aaron Tsai, John Tsai, and Chia-Lun Tsai and appointed Larry Provost,
Sloan, Lester Cohen, Michael Solomon and James Vondra.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Principle Stockholders
The following table sets forth certain information as of December 5, 1997
regarding the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than
5% of the Company's Common Stock, (ii) by each Director and executive officer
of the Company and (iii) by all executive officer and Directors of the
Company as a group. Each of the persons named in the table has sole voting
and investment power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
<S> <C> <C>
Larry Provost 1,293,492 14.15%
Chairman, Secretary
and Chief Financial Officer
116 Teatown Road
Croton, NY 10520
Paul Sloan 3,112,535 34.05%
President, Director
2527 Monterey St.
Sarasota, FL 34231
Lester Cohen (1) 588,763 6.44%
Director,
Vice President - Marketing
22317 Collington Dr.
Boca Raton, FL 33428
Margery Cohen Trust 588,763 6.44%
22317 Collington Dr.
Boca Raton, FL 33428
Michael Solomon 288,626 3.16%
Director,
Senior Vice President
3 Chippewa Ct.
Suffern, NY 10901
James Vondra 414,758 4.54%
Director
216 Overcrest Dr.
Benbrook, TX 76126
Aaron Tsai (2) 819,917 8.97%
c/o MAS Financial Corp.
1710 E. Division St.
Evansville, IN 47711
MAS Financial Corp. 819,917 8.97%
1710 E. Division St.
Evansville, IN 47711
Gregory Tuai 693,234 7.58%
4809 52nd Ave. S.
Seattle, WA 98118
John Rothrock 693,234 7.58%
125 Dogwood Road
Peekskill, NY 10566
Walter Eckman 496,783 5.43%
412 West Cowan Dr.
Houston, TX 77007
All Directors & Officers 5,698,174 62.33%
as a group (5 persons)
</TABLE>
(1) Mr. Lester Cohen is the husband of Mrs. Margery Cohen.
(2) Aaron Tsai is the sole shareholder, President and a Director of
MAS Financial Corp.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The Company's current Directors and executive officers have resigned.
The following persons are the Directors and executive officers of the
Company:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
- ---- --- --------
Larry Provost 49 Chairman of the Board of Directors, Secretary
and Chief Financial Officer.
Paul A. Sloan 39 President, Chief Executive Officer and Director.
Michael Solomon 53 Senior Vice President and Director.
Lester H. Cohen 52 Vice President - Marketing and Director.
James Vondra 57 Director.
</TABLE>
Mr. Larry Provost became Chairman, Secretary and Chief Financial Officer
of the Company since the merger on December 5, 1997. Mr. Provost is presently
President of Production Talent, Inc., a film and video production company.
Mr. Provost graduated with a B.A. degree in Psychology from New York
University in 1970. Mr. Provost has 25 years of experience in equipment
leasing.
Mr. Paul A. Sloan became President, Chief Executive Officer and a Director
of the Company since the merger on December 5, 1997. Mr. Sloan co-founded
Vorec Corporation in 1986 and served as design team leader for Vorec's
Voicenet and VISA RF products.
Mr. Michael Solomon became Senior Vice President and a Director of the
Company since the merger on December 5, 1997. Mr. Solomon has worked at
the New York City Police Department for 15 years. Mr. Solomon founded
Pro-Tech Security Systems, a company which installs and services
residential and commercial security systems, after retirement from
the New York City Police Department. Mr. Solomon holds a Master's Degree
in Criminal Justice Administration from New York Institute of Technology.
Mr. Lester H. Cohen became Vice President - Marketing and a Director of
the Company since the merger on December 5, 1997. Mr. Cohen served as
New York State Division of Probation Training Administrator, Chief of
Planning Policy and Program Development for the same department and as
a Line Probation Officer in the Steuben County Probation Department.
Mr. Cohen received a Master's Degree in Social Work from Adelphi
University, School of Social Work.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Mr. Larry Provost will receive an annual salary of $18,000 and Mr. Paul
Sloan will receive an annual salary of $60,000. There are no employment
agreements between the Company and its executive officers or directors.
In addition, the Company may award stock options to key employees,
member of management, directors and consultants under stock option programs
not yet adopted as bonuses based on service and performance.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MAS Acquisition I Corp.
Date: December 8, 1997 By: /s/ Paul Sloan
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Paul Sloan, President
