EURO-TEL, INC.
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
COMMISSION FILE NUMBER 0-21851
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about May 27, 1997 to holders of
record on April 29, 1997 of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Euro-Tel, Inc., a Colorado corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about June 9,
1997.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement between the Company and
PharmaSystems Cost Container Corp., a Florida corporation ("Pharma") (the
"Agreement"), the Company has agreed to undertake a forward split of its
issued and outstanding common stock, whereby 4 shares of Common Stock shall
be issued in exchange for each share of Common Stock presently issued and
outstanding, in order to establish the number of issued and outstanding
Common Shares of the Company at the Closing Date to be 2,000,000 shares.
Thereafter, the Company will acquire all of Pharma's issued and outstanding
shares of common stock (collectively, the "Pharma Stock") in exchange for an
aggregate of 18,000,000 "restricted" shares of the Company's Common Stock
(the "Transaction"). As of the date of this Disclosure Statement, there are
500,000 shares of the Company's Common Stock issued and outstanding. Upon
undertaking the forward split referenced hereinabove, there will be 2,000,000
shares issued and outstanding. Accordingly, if all of the issued and
outstanding shares of Pharma Stock are exchanged for the Company's Common
Stock, the holders thereof will own approximately 90% of the Company's
20,000,000 shares of Common Stock which would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected
by Pharma's management (see "Directors and Executive Officers and Related
Transactions"). Also, as part of the terms of the Transaction, the name of
the Company will change to "PharmaSystems Holding Corp."
Consummation of the Transaction will result in a change of control. If
the Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed
on or about June 9, 1997, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at
a meeting of stockholders, the Company is required pursuant to Rule 14f-1
<PAGE>
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the
"Commission") with certain information not less than ten days prior to the
date on which the change will take place, or such other time period as may be
established by the Commission. This Disclosure Statement is being filed with
the Commission and sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
As of the date of this report, there were outstanding 500,000 shares of
the Company's Common Stock. Each outstanding share of Common Stock entitles
the record holder thereof to one vote on all matters which are to be
presented to stockholders for their consideration. The Common Stock is the
only issued and outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
<TABLE>
<CAPTION>
No. of Percentage
Name Shares Owned Ownership
- --------------------------- ------------ ----------
<S> <C> <C>
Andrew I. Telsey 315,000 63%
Brad A. Weiman 25,000 5%
Darlene D. Kell 25,000 5%
All Officers and Directors
as a group (3 persons) 365,000 73%
</TABLE>
The following table sets forth as of the date hereof, certain
information with respect to all those known by the Company who, retroactively
assuming consummation of the Transaction, would be the record or beneficial
owners of more than 5% of its outstanding Common Stock, each newly-appointed
director and executive officer of the Company and all newly-appointed
Directors as a group. Except as indicated in the footnotes to the table, the
listed stockholders hold sole voting and investment power over their
respective shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------ ------------------------ ------------------ -----------
<S> <C> <C> <C>
Dr. Jose L. Rodriguez(1) Chairman of Board, Chief 2,179,945 10.9%
7350 NW 7th St., #104 Executive Officer,
Miami, FL 33126 President and Director
Aurelio E. Alonso(1) Executive Vice President, 685,892 3.4%
7350 NW 7th St., #104 Chief Financial Officer
Miami, FL 33126 and Director
Dr. Antonio Rodriguez(1) Corporate Secretary and 347,467 1.7%
7350 NW 7th St. #104 Director
Miami, FL 33126
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<PAGE>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------ ------------------------ ------------------ -----------
PSI Holdings, Inc. - 5,851,727 29.3%
2600 Douglas Rd., Ste 501
Coral Gables, FL 33134
All Proposed Directors - 3,213,304 16.1%
and Officers as a
Group (3 persons)
<FN>
(1) Officer and director
</TABLE>
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
<TABLE>
<CAPTION>
Name Age Position
- -------------------------- --- ----------------------------------
<S> <C> <C>
Dr. Jose L. Rodriguez 41 Chairman of Board, Chief Executive
Officer, President, Director
Aurelio E. Alonso 45 Exec. Vice President, Chief
Financial Officer, Director
Dr. Antonio M. Rodriguez 45 Secretary, Director
</TABLE>
Dr. Jose L. Rodriguez is the Chairman of the Board, Chief Executive
Officer, President and a Director of PharmaSystems Cost Container Corp., a
Florida holding company for companies engaged in the health care industry,
including retail and mail order pharmacies, distribution of vitamins and
other wellness programs. He has held these positions since March, 1994.
Also, since 1991, he has been President and CEO of Danan Enterprises, Inc.,
a Florida corporation engaged in the business of interactive distribution of
consumer goods in eleven countries throughout Central and South America.
Prior, from 1986 through October, 1993, Dr. Rodriguez was a partner in
Rodriguez and Gonzales, M.D., P.A., a professional association located in
Miami, Florida, which engaged in the private medical practice. Dr. Rodriguez
obtained his medical degree from Universidad Central Del Este, Dominican
Republic, in 1980 and a Bachelor of Science degree from the University of
Miami in 1976, majoring in pre-med. Dr. Rodriguez has published numerous
articles relating to the treatment of various ailments in medical journals.
He is a member of the American Medical Association, American College of
Physicians, American College of Chest Physicians and American Thoracic
Society. He devotes substantially all of his time to the business of Pharma
and expects to continue to devote such time upon closing of the Transaction.
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<PAGE>
Aurelio E. Alonso is presently President of Uni Co., Miami Florida, a
consulting company specializing in administration, investment analysis, SEC
compliance, accounting, internal control systems and other advisory services,
where he has been employed since May 1996. Upon closing of the transaction,
he will be appointed as the Executive Vice President, Chief Financial Officer
and Director of Pharma, where he has been retained as a consultant since
October 1996. From July 1993 through May 1996, Mr. Alonso was the Executive
Vice President, CFO and a director of InterNatural Beverage, Inc., a publicly
held Delaware corporation with its principal place of business located in
Londonderry, New Hampshire. This company imported, distributed and marketed
bottled water. From May 1988 through May 1993, Mr. Alonso was CEO and a
director of International Fragrances, Inc., Miami, Florida, a privately held
company with over $18 million in annual revenues and engaged in the importing
and distribution of designer fragrances. In addition, Mr. Alonso has been
previously employed by national and "big eight" accounting firms as an audit
supervisor and senior auditor. Mr. Alonso is a licensed Certified Public
Accountant in Florida. He received a Bachelor of Arts degree with honors in
Accounting from Florida International University in 1975. Upon closing of
the Transaction, Mr. Alonso intends to devote substantially all of his
business time to the business of Pharma.
Dr. Antonio M. Rodriguez is presently the Associate Director, Division
of Pediatric Pulmonology at Miami Children's Hospital, Miami, Florida, a
position he has held since 1985. Upon closing of the Transaction, he will be
appointed as Corporate Secretary and a Director of Pharma. Dr. Rodriguez
received his medical degree in 1979 from Universidad Central del Este,
Dominican Republic, where he graduated first in his class and a Bachelor of
Science degree in 1974 from the University of Florida. He is currently a
fellow with the American Academy of Pediatrics and a member of the American
College of Chest Physicians, American Thoracic Society and American Medical
Association, among other associations. He presently holds licenses to
practice medicine in California, Puerto Rico and Florida. Upon closing of
the Transaction, Dr. Rodriguez intends to devote at least 20 hours per week
to the business of Pharma.
Compensation
Upon closing of the Transaction, Dr. Jose Rodriguez will receive an
annual salary of $360,000. Aurelio Alonso will receive an annual salary of
$117,000 and Dr. Antonio Rodriguez will receive a salary of $104,000. There
are no employment agreements between Pharma and its executive officers or
directors, but it is expected that each of the three individuals listed above
will execute employment agreements with the Company upon closing of the
Transaction.
In addition, Pharma may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating
or compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year ended
December 31, 1996, the Directors held one meeting of the Board of Directors.
4
<PAGE>
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended December 31, 1996. The Company maintains a policy
whereby the directors and executive officers of the Company may be reimbursed
for out-of-pocket expenses incurred in the performance of their duties. The
Company did not reimburse any director or officer for such expenses during
the 1996 fiscal year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: May 27, 1997.
EURO-TEL, INC.
Andrew I. Telsey, President
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