SCHEDULE 14F-1 INFORMATION STATEMENT
SKINTEK LABS, INC.
959 SHOTGUN ROAD
SUNRISE, FL 33326
COMMISSION FILE NUMBER: 0-23532
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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
AUGUST 29, 2000
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NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY
<PAGE>
INTRODUCTION
This Statement is being mailed on or about August 29, 2000 to holders of
record on August 25, 2000, of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Skintek Labs, Inc., a Delaware corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at the closing of the transaction discussed
below, to be held on or about September 15, 2000.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of an agreement (the "Agreement") between the Company
and Ultimate Warlock, Inc., a California corporation ("UWI") and certain
shareholders of UWI, the Company has agreed to acquire at least 90% and up to
100% of UWI's issued and outstanding shares of Common Stock (collectively, the
"UWI Stock") in exchange for an aggregate of up to 3,500,000 shares of the
Company's Common Stock (the "Transaction").
As of the date of this Information Statement, there are 5,921,271 shares of
the Company's Common Stock issued and outstanding.
If all of the issued and outstanding shares of UWI Stock are exchanged for
3,500,000 shares of the Company's Common Stock, the holders thereof will own 37%
of the Company's 9,421,271 shares of Common Stock which would then be issued and
outstanding.
Upon consummation of the Transaction, the Company's current directors
and officers will be replaced by directors and officers selected by UWI's
management (see "Directors and Executive Officers after the Transaction").
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 be replaced and there will not be a change in control. The
Company anticipates, but cannot assure, that the Transaction will be closed on
or about September 15, 2000.
<PAGE>
REASON FOR INFORMATION STATEMENT
Because a majority of our directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 Information 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 are outstanding 5,921,271 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 BEFORE THE TRANSACTION
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.
No. of Percentage
Name Shares Owned Ownership(1)
---- ------------- ------------
Stacey Kaufman 3,821,666(2) 59.5%
1750 N.W. 65th Avenue
Plantation, Florida 33313
Cathy Kaufman 3,033,333(3) 47.2%
1750 N.W. 65th Avenue
Plantation, Florida 33313
Officers and Directors as a
Group (2 persons) 3,821,666(1)(2)(3) 59.5%
(1) Based upon 6,421,271 shares issued and outstanding at August 18, 2000,
which includes 500,000 shares underlying a stock option by Stacy Kaufman as
discussed below.
(2) Includes 3,033,333 shares jointly owned of record and beneficially by
Stacy Kaufman and Cathy Kaufman, who are husband and wife, 288,333 shares
solely owned of record and beneficially by Stacy Kaufman, with respect to
which Cathy Kaufman disclaims any beneficial interest, and 500,000 shares
underlying a stock option presently exercisable by Stacy Kaufman, with
respect to which Cathy Kaufman disclaims any beneficial interest.
(2) A total of 3,316,333 shares are owned of record and beneficially by
Stacy Kaufman and Cathy Kaufman, jointly.
<PAGE>
PRINCIPAL SHAREHOLDERS AFTER THE TRANSACTION
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, assuming issuance of
3,500,000 shares upon 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 Officer of the Company and all newly- appointed
Directors and Officers 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
Consummation Percent
Name and Address Offices to be Held of the Transaction of Class(1)
---------------------------- ---------------------- ------------------- -----------
<S> <C> <C> <C>
Stacy and Cathy Kaufman - 3,321,666(2) 35.3%
Richard S. Granville III Chairman, Treasurer, 1,658,647 17.6%
Secretary and Director
Carter Read President and Director 588,169 6.2%
Mark S. Nemschoff Director 2,200 *
Officers and Directors as a
Group (3 persons) 2,249,016 29.9%
</TABLE>
* Less than 1%
(1) Based upon 9,421,271 shares to be issued and outstanding upon
consummation of the Transaction.
(2)
(3) Includes 3,033,333 shares jointly owned of record and
beneficially by Stacy Kaufman and Cathy Kaufman, who are husband and wife,
288,333 shares solely owned of record and beneficially by Stacy Kaufman,
with respect to which Cathy Kaufman disclaims any beneficial interest. Excludes
500,000 shares underlying stock option held by Stacy Kaufman which will be
cancelled as of the consummation of the Transaction.
DIRECTORS AND EXECUTIVE BEFORE THE TRANSACTION
The Directors and Officers of the Company as of the date of this
Information Statement are as follows:
Name Age Title
---- --- -----
Stacy Kaufman 34 President, Chief Executive Officer and Director
Cathy Kaufman 41 Secretary, Treasurer and Director
<PAGE>
All directors hold office until the next annual meeting of
stockholders of the Company and until their successors have been elected and
shall qualify. Officers serve at the discretion of the Board of Directors,
but the Company effective March 30, 1999 entered into a five year employment
agreement with Stacy Kaufman. See Executive Compensation below.
Stacy Kaufman has served as President, Chief Executive Officer and a
Director of Performance Brands, Inc. (the "Subsidiary") from its inception,
having organized the Subsidiary in September, 1995 and the Company since March
1999. The Subsidiary was acquired by the Company in March 1999. Mr. Kaufman
serves the Company in a full time capacity. Mr. Kaufman formulated and
developed SkinTek(R) brand of products in 1985 and developed the PRO TAN(R)
instant tanning products in 1986. Effective March 30, 1999, the Company entered
into a five (5) year executive employment agreement with Stacy Kaufman. See
"Employment Agreements and Stock Options" below.
Cathy Kaufman has been Secretary, Treasurer and a Director of the
Subsidiary since September, 1995 and the Company since March 1999. During the
five years prior to her employment by the Subsidiary, Cathy Kaufman, who is
married to Stacy Kaufman, served as comptroller of a private company engaged
in the mail order business.
DIRECTORS AND EXECUTIVE OFFICERS AFTER THE TRANSACTION
If and when the Transaction is consummated, the Company's current officers
and directors will be replaced, without stockholder action, by the following
officers and directors:
Name Age Title
---- --- -----
Carter Read 43 President and Director
Richard S. Granville III 31 Chairman, Treasurer, Secretary and Director
Mark S. Nemscoff 54 Director
Carter Read has been President of Ultimate Warlock, Inc. since September
1999 and was Vice President from April 1994 to September 1999. He has been a
director of Ultimate Warlock, Inc. since April 1994.
Richard S. Granville, III has been CEO of Ultimate Warlock, Inc. since
February 2000. From September 1999 to February 2000, he was Chairman, CEO, and
a Director of Grace Development, Inc. (d/b/a as Avana Communications), a public
company, and was CEO of its predecessor Avana Communications since March 1997.
From January 1996 to February 1997 he was Senior Vice President - Sales of
Personal Solutions Group of Atlanta, Georgia. From January 1994 to January 1996
he was General Sales Manager of Rollins, Inc.
Mark S. Nemscoff has been President and CEO of Nemscoff Chairs, Inc., a
contract furniture manufacturer since 1973 and Colby Metal, Inc., a contract
metal fabricator, since 1986.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years earned by or awarded to the Company's two
executive officers.(1)
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<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Awards Payouts
---------- ------------
All other
Annual Compensation Securities LTIP
-------------------------
Name and Other Restricted Underlying Payouts Compen-
Principal Fiscal Annual Compen- Stock Option/ sation
Position Year Salary Bonus($) sation($) Awards SAR's# ($) ($)
----------- ------ ------- -------- --------- ------ ------ --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stacy
Kaufman 1999 101,923 0 0 0 0 0 0
President, 1998 65,942 0 80,000 0 0 0 0
CEO (1) 1997 1,200 0 0 0 0 0 0
Cathy
Kaufman
Secretary, 1999 16,000 0 0 0 0 0 0
Treasurer 1998 6,350 0 0 0 0 0 0
(1) 1997 0 0 0 0 0 0 0
</TABLE>
(1) Prior to March 1999, such compensation was paid by the Subsidiary which
was acquired by the Company in March 1999.
Employment Agreements and Stock Options
On March 30, 1999, the Company entered into a five (5) year executive
employment agreement with Mr. Kaufman, which provides for annual base salary
of $100,100, subject to an annual increase of 10%, a bonus based upon
performance determined by the board of directors, consisting presently of Mr.
Kaufman and his wife, Cathy Kaufman, and incentive compensation in the form of
stock options, under the Company's 1999 Stock Option Plan. This plan provides
for the right to purchase 2,500,000 shares ("Option Shares"), exercisable until
the close of business on March 29, 2009, at an exercise price of $.50
per Option Share, which was in excess of 110% of the fair market value of the
Company's shares on the date of the agreement and grant. The right to exercise
the options is contingent upon the Company's receipt of revenues, as follows: if
and when the cumulative revenues reach $700,000, the right to exercise 500,000
Option Shares; $1,540,000 in revenues, and additional 500,000 Option Shares;
$2,548,000 in revenues, an additional 500,000 Option Shares; $3,757,600 in
revenues, and additional 500,000 Option Shares, and $5,209,120, the last 500,000
in Option Shares.
If and when the Transaction is consummated Mr. Kaufman's stock options will
be cancelled and the Company's wholly-owned subsidiary, Performance Brands, Inc.
and not the Company, will be solely obligated for any employment obligations of
Stacy Kaufman and Cathy Kaufman.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
<PAGE>
The Company's officers and directors have not filed all reports required by
the Exchange Act.
STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES.
The Board of Directors of the Company has no standing audit, nominating or
compensation committees.
MEETINGS OF THE BOARD OF DIRECTORS
During 1999 the Company's Board of Directors held no meetings.
Dated: August 28, 2000.
SKINTEK LABS, INC.
By: /s/ Stacy Kaufman
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Stacy Kaufman, President
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