SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number:000-30799
WORLDWIDE EQUIPMENT CORP.
(Exact name of registrant as specified in its charter)
Florida 59-3191053
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
599 W. Hartsdale Avenue, Suite #201, White Plains, NY 10607
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (914) 428-8191
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SHARES OUTSTANDING
As of December 18, 2000, there were 1,357,874 voting shares of the
Registrant's common stock outstanding, its only class of voting securities, each
share entitling the holder thereof to one vote. On October 30, 2000, Worldwide
held a special meeting of its shareholders. At this meeting and through the
solicitation of proxies, Worldwide voted to effect a 50 to 1 reverse stock split
of all outstanding common stock. The reverse stock split was approved by 72.5%
of the outstanding shares of Worldwide. 48,467,245 shares of the 66,891,353
total shares outstanding as of the record date were voted in favor of the
reverse split, while 2,220,924 were voted against. 1,357,874 shares were issued
and outstanding after the 50-1 reverse stock split effective November 10, 2000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 13, 2000, the following persons were known by the Registrant
to own or control beneficially more than five percent of its outstanding common
stock, its only class of voting stock. The table also shows those who will own
5% or more of the common stock, post transaction. The table below also sets
forth the total number of shares of the Registrant's outstanding voting stock
owned by its officers and directors and by persons designated to become
directors:
<S> <C> <C> <C> <C>
Name and Address of Number of Percent of Number of Percent of
Beneficial Owner Shares Owned Shares Owned Shares Owned Shares Owned
Beneficially Pre-transaction Beneficially Post-transaction
and of Record and of Record (see "Changes in Control
Pre-transaction Post-transaction of Registrant" below)
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Mitchell Hymowitz 46,000 (1) 3.4% 246,000 (2) 2.1%
President & Director
11 Genesee Trail
Harrison, NY 10528
Brett Holdings, Inc.(3) 111,911 8.2% 111,911 1.4%
2600 N. Military Trail, Suite 206
Boca Raton, FL 33431
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Previous officers & directors 46,000 (1) 3.4% 246,000 (2) 2.1%
as a group
(1) The number of shares include
options exercisable within 60 days
(4,000) computed under Section 13(d).
(2) The number of shares include
options exercisable within 60 days
(4,000) and additional options (200,000)
exercisable within 60 days that will be
issued post transaction.
(3) The interest held by Brett Holdings excludes
175,000 shares of common stock
that will be received by Ocean Crest Merchants
Group upon conversion of the promissory note
held by Ocean Crest. The note is not convertible
until the earlier of March 2001. Elliot Loewenstern,
the president and principal of Brett Holdings is also the
president and principal of Ocean Crest.
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Shyam B. Paryani, MD (3)(5) 0 0% 401,098 3.6%
Jeffrey A. Goffman (3) 0 0% 1,025,000 9.2%
Richard Padelford (3) 0 0% 125,000 1.1%
Randy C. Sklar (3) 0 0% 0 0%
W. Brian Fuery (3) 0 0% 642,833 5.7%
Stanley A. Trotman, Jr. (3) 0 0% 103,400 .9%
Gordon C. Rausser, Ph.D. (3) 0 0% 124,500 1.1%
Charles J. Jacobson (3) 0 0% 125,000 1.1%
John J. Fuery, MD (3) 0 0% 1,573,834 14%
John H. Zeeman (3) 0 0% 0 0%
John W. Wells, Jr. (2)(3) 0 0% 129,634 1.1%
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New officers & directors 0 0% 4,250,299 37.8%
as a group
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PREFERRED STOCK
DVI Preferred Series A (4) 0 0% 1,250,000 11% (*)
Preferred Series C (5) 0 0% 1,923,076 17% (*)
============================================================================================================================
(*) If converted to common stock and all options have bee exercised and all
preferred stock is converted to common.
(3) Director - Post U.S. Cancer Care, Inc. business combination.
(4) DVI Preferred series A stock convertible into 1,250,000 common shares.
(5) The Preferred C series stock is convertible into 1,923,076 common shares of
which Shyam B. Paryani, MD. and John W. Wells, Jr. will each own 320,513
shares that are excluded in their total, because such stock may not be
converted within 60 days of date hereof.
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CHANGES IN CONTROL OF REGISTRANT
U.S. Cancer Care, Inc. ("USCC") a Delaware Corporation, entered into an
agreement for exchange of stock with Worldwide Equipment Corp. (WEC) whereby
USCC exchanged 100% of USCC shares for 6,741,942 shares of WEC, representing
83.24% of the outstanding common shares; (ii) all the series A preferred stock
of U.S. Cancer Care, Inc. shall be exchanged for 1000 Series B voting preferred
shares of Worldwide Equipment Corp. and (iii) all the Series B preferred stock
of U.S. Cancer Care shall be exchanged for 1000 Series C voting preferred shares
of Worldwide Equipment Corp., and all the Series C preferred stock of U.S.
Cancer Care shall be exchanged for 1000 Series D voting preferred shares of
Worldwide Equipment Corp. The transaction is pending shareholder approval by
U.S. Cancer Care, Inc.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Mitchell Hymowitz President, CFO & Director
LEGAL PROCEEDINGS
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
MANAGEMENT
Identification of Directors to be appointed without shareholder meeting
After the filing of this Form and Notice to shareholders the present
Director of Worldwide Equipment Corp., Mitchell Hymowitz, will resign, effective
ten days after mailing of this Notice to Shareholders.
The persons who will become directors of the Registrant, effective ten days
from mailing of this notice, and their ages, are as follows:
Name Age
---- ---
Shyam B. Paryani, MD (3) 45 Director
Jeffrey A. Goffman 42 Director
W. Brian Fuery(1) 41 Director
Stanley A. Trotman, Jr.(1)(2) 57 Director
Gordon C. Rausser, Ph.D.(2) 55 Director
Charles J. Jacobson(1)(2) 60 Director
John J. Fuery, MD(3) 76 Director
John H. Zeeman(1)(2) 72 Director
John W. Wells, Jr., MD 46 Director
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The following persons will be appointed as officers of Worldwide Equipment
Corp. concurrent with the business combination with U.S. Cancer Care, Inc.:
Shyam B. Paryani, MD(3) 45 Chairman of the Board & Chairman
of the Medical Advisory Board
Jeffrey A. Goffman 42 Chief Executive Officer & Secretary
Richard Padelford 39 President & Chief Operating Officer
Randy C. Sklar 46 Executive Vice President &
Chief Development Officer
Douglas McBride 37 Vice President & Chief Information
Officer
W. Brian Fuery 41 Vice Chairman
(1) Mr. Zeeman is a Director elect contingent upon a Preferred Stock investment
effective with the Worldwide Equipment Corp. merger
(2) Dr. Wells is a Director elect if the proposed acquisition in Jacksonville
Beach, Florida, which is under contract to U.S. Cancer Care, Inc., is
completed.
BUSINESS EXPERIENCE
The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors and officers
of Worldwide Equipment Corp., indicating the principal occupation and employment
during that period by each, and the name and principal business of the
organizations by which they were employed.
SHYAM B. PARYANI, MD. Shyam B. Paryani, MD, Chairman of the Board of
Directors and Chairman of the Medical Advisory Board. Dr. Paryani is
Board-Certified in radiation oncology and is currently the Medical Director of
the Florida Radiation Oncology Group, and Co-Director of the Williams Cancer
Center at Baptist Medical Center, and Florida Cancer Center (FCC)-Wells,
FCC-Beaches, FCC-St. Johns, FCC-Orange Park, and FCC-Palatka. Dr. Paryani
received his undergraduate and medical degrees from the University of Florida,
Gainesville. He received his radiation oncology training at Stanford University.
Dr. Paryani is actively involved in the community and serves on the Board of
Directors of the Baptist Health Foundation, the American Cancer Society, the
Memorial Hospital Medical Board, and the Northeast Hospice Acquanimatas Board.
JEFFREY A. GOFFMAN. Jeffrey A. Goffman is Chief Executive Officer,
Secretary and a Director of U.S. Cancer Care, Inc. Mr. Goffman was a founder of
the Company pursuant to U.S. Cancer Care's formation in May 1998. Mr. Goffman
was Vice Chairman of U.S. Cancer Care, Inc. from May 1998 until November 2000.
Mr. Goffman was the founder of US Diagnostic, Inc. (NASDAQ: USDL), a leading
provider and consolidator of outpatient diagnostic imaging facilities. From
inception in June 1993 until 1997, Mr. Goffman served as USDL's Chairman and
Chief Executive Officer. Mr. Goffman was one of the founding partners of Goffman
and Associates, Certified Public Accountants, PC, an accounting firm in New
York. Mr. Goffman is an inactive Certified Public Accountant licensed in New
York and Florida and holds a degree in Accounting from the University of
Hartford. Mr. Goffman is a member of the American Institute of Certified Public
Accountants, the New York Society of Certified Accountants, and the Florida
Institute of Certified Public Accountants.
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Pursuant to Mr. Goffman previous role as CEO of USDL, whereby Mr. Goffman
while relying upon opinion of counsel did not disclose the background of a
certain consultant deemed to be an officer; Mr. Goffman without admitting or
denying the allegations, entered into a settlement, in December 2000, whereby
Mr. Goffman entered into a consent order with the Securities and Exchange
Commission pursuant to Section 8 A of the Securities Act and 21 C of the
Exchange Act which he has agreed to cease and desist from committing or causing
any violation and any future violation of Section 17(a)(2) and (a)(3) of the
Securities Act and from causing any violation and any future violation of
Sections 13(a) and 14(a) of the Exchange Act.
RICHARD PADELFORD. Richard Padelford is the President and Chief Operating
Officer of U.S. Cancer Care, Inc. Mr. Padelford has been with U.S. Cancer Care,
Inc. and its predecessor since 1991, managing the operations of its regional
network in California. Prior to joining U.S. Cancer Care, Inc., Mr. Padelford
directed the implementation of telecommunication products for Pacific Bell &
Telephone Co. He was integrally involved in the deregulation of the
long-distance market and worked closely with Bellcore Laboratories on the
creation of new information system management tools. Mr. Padelford has provided
billing consulting and information systems to radiation oncologists nationally.
Mr. Padelford has developed proprietary information systems integrating them
with commercial computer and telecommunications technologies to enhance network
communication and efficiency, including ROSCOE(TM)that was purchased by the
Company. Mr. Padelford holds a MBA from Golden Gate University, San Francisco,
and a Bachelor of Arts degree in Economics from California State University,
Hayward.
RANDY C. SKLAR. Randy Sklar is the Executive Vice President and Chief
Development Officer. Mr. Sklar was the Executive Vice President of Business
Development of U. S. Diagnostic, Inc. ("USDL") from July 1996 to June 1998. From
1992 to July 1996, Mr. Sklar held the same position at MediTek Health
Corporation ("MediTek"), a wholly owned subsidiary of HEICO, Inc. While at
MediTek, he concurrently held the position of Vice President with MediTek
Therapy Inc., a wholly owned subsidiary of MediTek, which distributed physical
therapy equipment, where he was responsible for sales and marketing. His
introduction to the healthcare industry came when he served as Regional Manager
for Baxter Health Care. Prior to that, he was primarily involved in commercial
lending with US Leasing Corporation as an Area Manager, and Sanwa Bank as an
Account Officer. Mr. Sklar holds a degree in Finance from Rider University.
DOUGLAS MCBRIDE. Mr. McBride is the Vice President and Chief Information
Officer of U.S. Cancer Care, Inc. Mr. McBride has over fifteen years of
experience managing all aspect of Information Systems, including architecture
planning and design, and all aspects of designing, implementing and managing IS
systems, applications and networks. Mr. McBride's experience also encompasses
the spectrum of management for legacy systems and legacy integration,
mini-servers, and full client/server implementations. Prior to joining the
company in May 1998, Mr. McBride held managerial positions of increasing
responsibility in Information Systems at Southwestern Bell from April 1997 to
May 1998 and at Pacific Bell from 1986 to 1996. Mr. McBride has a Bachelor of
Science degree from the University of California, Berkeley.
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W. BRIAN FUERY. W. Brian Fuery is a Director and the Vice Chairman of U.S.
Cancer Care, Inc. Mr. Fuery was Chief Executive Officer and President of U.S.
Cancer Care, Inc. from May 1998 until November 2000. U.S. Cancer Care, Inc. and
Mr. Fuery are in partnership with Kaiser Permanente to develop additional cancer
care facilities in Northern California. Mr. Fuery was Chief Executive Officer of
Radiation Oncology Centers, Inc. ("ROC"), from 1990 to May 1998, when ROC merged
with United States Cancer Care ("USCC"). During that tenure, Mr. Fuery
established the existing radiation oncology network in northern California. Mr.
Fuery is a licensed Certified Public Accountant. In 1986, Mr. Fuery began his
own tax practice and managed, on a part-time basis, the small operations of
USCC. As the opportunities in healthcare increased, he sold his tax practice in
1988 and began working for USCC full-time. Prior to 1996, Mr. Fuery developed
the radiation oncology network in Northern California, consisting of nine
offices and four-outpatient radiation therapy treatment centers. Prior to 1986,
Mr. Fuery was employed by Price Waterhouse. Mr. Fuery holds a Bachelor of
Science degree in Accounting and Information Sciences from California State
University, Hayward.
STANLEY A. TROTMAN, JR. Stanley Trotman, Jr. is a director of U.S. Cancer
Care, Inc. Since March 1995, Mr. Trotman has been the Managing Director of the
healthcare group at Paine Webber Inc., an investment banking firm. From April
1990 to March 1995, Mr. Trotman was a co-director of Kidder Peabody & Company's
healthcare group. Formerly, he was head of the healthcare group at Drexel
Burnham Lambert, Inc., where he was employed for approximately 22 years. Mr.
Trotman is a director of American Shared Hospital Services, Inc. He received his
undergraduate degree from Yale University in 1965; and in 1967 received his MBA
from Columbia Business School.
GORDON C. RAUSSER, PH.D. Gordon Rausser is a director of U.S. Cancer Care,
Inc. Dr. Rausser was the co-founder and principal at the Law and Economics
Consulting Group, Inc., ("LECG") an economics consulting group that provides
consulting and litigation support services to primarily Fortune 500 companies.
Dr. Rausser was a director of LECG (NYSE:XPT) until its sale. He is currently a
senior consultant at Charles River associates (NASDAQ:CRAI). He is Chairman of
the Board of TriColor Line, Inc., a commercial real estate and export/import
company, with offices in San Francisco, London and Prague, Chairman of the Board
of Opt4 Derivatives, and Director of Diversified Therapy Corporation. From 1994
through 2000 Dr. Rausser served as Dean of the College of Natural Resources at
the University of California, Berkeley; and since 1986 has been a Robert Gordon
Sproul Distinguished Professor at the University. He has won 16 national awards
for his innovative economic research and strategy analysis. He has also served
as Chairman of his academic department on two separate occasions. While on leave
from the University, Dr. Rausser served as Senior Economist on the Council of
Economic Advisors (1986-1987), and as Chief Economist of the Agency for
International Development. Dr. Rausser has a Bachelor of Science degree from
California State University, Fresno, and a Master of Science degree and Ph.D.
from the University of California, Davis.
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CHARLES J. JACOBSON. Charles Jacobson is a Director of U.S. Cancer Care,
Inc. Mr. Jacobson was Chairman of U.S. Cancer Care, Inc. from May 1998 to May
2000. Mr. Jacobson was the Director of New Business Development for Hospital
Affiliates, Inc., from 1972 to 1980. From 1980 to 1983, he served on the
development team of CIGNA Healthcare in the state of Florida. Since 1983, Mr.
Jacobson has been the Chairman and Chief Executive Officer of Jacobson
Consulting, Inc. ("JC"), a diversified healthcare consulting firm and third
party administrator. JC is provider of development and management consulting and
fiscal intermediary services to hospital, physician group, independent practice
associations, and other ancillary service organizations throughout the
southeastern United States. He also serves on the Board of Directors of Chiro
Alliance Corp. and Pricare Management Services Corporation, all of which are a
management service organizations serving physician groups in the southeastern
United States. Mr. Jacobson served as a President of U.S. Diagnostic Equity
partners, a joint venture between Phycor, Inc., (NYSE: PHY) and US Diagnostic,
Inc., and as a director of Diversified Therapy Corporation, a national network
of wound care treatment centers. Mr. Jacobson holds a Bachelor of Science degree
from Christian Brothers University and an MBA from De Paul University, Graduate
School of Business.
JOHN J. FUERY, MD. Dr. Fuery is Director of U.S. Cancer Care, Inc. He is
also a member of the Medical Advisory Board. At its formation in January 1983,
Dr. Fuery was USCC's first president and Medical Director. Dr. Fuery is
Board-Certified in radiation oncology and has 23 years of clinical experience.
He received his medical degree form the University of California, San Francisco,
and his Bachelor of Arts degree from the University of California, Berkeley. Dr.
Fuery received his radiation oncology training at the University of California,
San Francisco. He is currently on the facility as Assistant Clinical Professor.
Dr. Fuery is the father of W. Brian Fuery.
JOHN H. ZEEMAN. Mr. Zeeman is a Director elect contingent upon a Preferred
Stock investment effective with the Worldwide Equipment merger. Since 1973 Mr.
Zeeman has served as Chairman of Mariner Financial Corporation, a financial
consulting firm which provides strategic planning and financing. Mr. Zeeman
currently serves as a Director for New Horizon Diagnostics Inc., a company
engaged in the manufacturing and sale of proprietary biomedical products. From
1989 to 1997 Mr. Zeeman served as Chairman of the Executive Committee of
Teklicon Inc., a high technology firm specializing in litigation support. From
1995 to 1997 he was CEO of Condyne Electronics, Inc., a company specializing in
electronic energy conservation equipment. Concurrently from 1991 to 1997, he
served as a Director to HDA International SA, a leading European remanufacturer
of computer parts for IBM, Sony and others.
From 1968 to 1973 Mr. Zeeman served as President & CEO of Appolo
Industries. He resigned after the company was sold, and he and Mr. William
McGowan organized MCI Communications Inc. Mr. Zeeman provided the original seed
monies and served as a Director to MCI until it's original public offering.
Mr. Zeeman has served as a financial analyst and corporate finance partner
in several New York Stock Exchange member firms including L.F. Rothschild and
Andresen. Mr. Zeeman served as an Officer in the Royal Dutch Navy and was a
graduate of its Academy.
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JOHN W. WELLS, JR., MD. Dr. Wells is a Director elect contingent with the
proposed Jacksonville Beach Clinic acquisition, and has been a member of the
U.S. Cancer Care, Inc. Medical Advisory Board since October 1998. Dr. Wells is a
Board-Certified Radiation Oncologist and is currently the Chief of Radiation
Oncology at Orange Park Medical Center in Jacksonville, Florida. Dr. Wells was a
naval aviator in the United States Marine Corps. Dr. Wells earned both a
Bachelor and Master of Science degree in Mathematics at Auburn University, his
medical degree at the Medical College of Georgia, and took his residency at
Stanford University. Dr. Wells is a member of the Duval County Medical Society
of Clinical Oncology, and the American Endocrine-therapy Society.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding, except as disclosed
hereinabove.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
There were no transactions or series of transactions during the
Registrant's last fiscal year or the current fiscal year, or any currently
proposed transactions or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant, any director, executive officer, nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
Officer and director Mitchell Hymowitz received compensation for services
which he converted to shares (see "Compensation of Directors and Executive
Officers" hereafter).
U.S. Cancer Care, Inc., of which the new Directors and the newly appointed
Officers are members of management and controlling shareholders, agreed to
exchange 100% of the outstanding shares of U.S. Cancer Care, Inc. for 6,741,942
restricted shares of Worldwide Equipment Corp., representing 83.24% of the
outstanding common shares; (ii) all the series A preferred stock of U.S. Cancer
Care, Inc. shall be exchanged for 1000 Series B voting preferred shares of
Worldwide Equipment Corp. and (iii) all the Series B preferred stock of U.S.
Cancer Care shall be exchanged for 1000 Series C voting preferred shares of
Worldwide Equipment Corp., and all the Series C preferred stock of U.S. Cancer
Care shall be exchanged for 1000 Series D voting preferred shares of Worldwide
Equipment Corp.
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The following persons, who are to be appointed officers and directors, will
have an interest in the form of share ownership (post-acquisition of U.S. Cancer
Care, Inc.) as shown:
Number of Number of
Shares Owned Shares Owned
beneficially beneficially
and of record and of record
pre-transaction post-transaction
--------------- -----------------
Shyam B. Paryani, MD 0 401,098
Jeffrey A. Goffman 0 1,000,000
Richard Padelford 0 125,000
Randy C. Sklar 0 0
W. Brian Fuery 0 642,833
Stanley A. Trotman, Jr. 0 0
Gordon C. Rausser, Ph.D. 0 0
Charles J. Jacobson 0 0
John J. Fuery, MD 0 1,573,834
John H. Zeeman 0 0
John W. Wells, Jr. 0 0
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COMMITTEES OF THE BOARD OF DIRECTORS
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
MEETINGS OF THE BOARD OF DIRECTORS
There were irregular meetings of the Registrant's Board of Directors during
the current fiscal year, or during the past fiscal year, as necessary for the
reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year, no
executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no compensation
was paid pursuant to a plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
The following table sets forth all compensation awarded to the sole director and
officer. Options do not reflect the reverse stock split.
PERIOD SALARY OTHER
Mitchell Hymowitz November 1997 - October 1998 $150,000 200,000
Options
Exercise
@$4.00
November 1998 - October 1999 $144,375 None
November 1999 - February 2000 $ 30,000 None
March 2000 - Present None None
WEC issued Mitchell Hymowitz 1,975,000 shares of common stock (pre-reverse
split) as payment of his salary from April 1999 through February 2000, included
as salary above.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: December 21, 2000 Worldwide Equipment Corp.
by:/s/Mitchell Hymowitz
Mitchell Hymowitz, President
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