INFORMATION STATEMENT PURSUANT TO SECTION 14(c) AND SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIPLE S PARTS, INC.
413 Petroleum Street
Florence, CO 81226
REPORT OF CHANGE IN MAJORITY OF DIRECTORS AND NAME CHANGE
November 17, 2000
This report is furnished by the Board of Directors of Triple S Parts,
Inc., a Nevada corporation (the "Company"), to the holders of common stock, par
value $.0005 per share, of the Company (the "Common Stock"). This report 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 November 30, 2000. The Company's new Board of Directors will consist of
Phillip E. Loori and Jacqueline E. Loori.
This report is provided for information purposes only. You are not required
to respond to this report. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY.
This report is first being mailed on or about November 17, 2000 to
stockholders of record as of such date.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
The Company has entered into an Agreement of Share Exchange dated November
15, 2000 (the "Agreement") between the Company and the stockholders of Advanced
Hyperbaric Technologies, Inc., a New Jersey corporation ("AHTI"). Pursuant to
that Agreement, the Company agreed to acquire all of AHTI's issued and
outstanding shares of common stock (collectively, the "AHTI Stock") in exchange
for an aggregate of 10,500,000 shares of the Company's Common Stock (the "Share
Exchange"). Additionally, it is anticipated that an aggregate of 1,693,500
shares of the Company's Common Stock will be issued at or after the closing of
the Agreement to certain investors in a private placement for a total purchase
price of $150,000.
AHTI was founded in 1996 for the purpose of manufacturing and marketing
topical hyperbaric oxygen products. Its products are primarily marketed
throughout the United States and Canada and are being used by hospitals, nursing
homes, wound care centers and by patients at home. AHTI plans to expand its
marketing efforts internationally.
The Agreement provides that upon consummation of the Share Exchange, the
Company's current officers and directors will resign and will be replaced by
directors and officers selected by AHTI's management. See "DIRECTORS AND
EXECUTIVE OFFICERS - Persons to be Appointed Directors and Executive Officers."
The Agreement also requires that the Company amend its charter to change
its name to "Advanced Hyperbaric Technologies Holding Corp." See "NAME CHANGE."
Consummation of the Share Exchange will result in a change of control. If
the Share Exchange 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 closing of the Agreement will
occur on or about November 30, 2000.
REASON FOR INFORMATION STATEMENT
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, pursuant to Rule 14f-1 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Company is required
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. In addition, under Regulation 14C promulgated
under the Exchange Act, the Company is required to provide its stockholders and
the Commission with certain information not less than twenty days prior to the
date on which the name change will take place. This report is being filed with
the Commission and sent to stockholders in compliance with these Rules and
Regulations.
INFORMATION RELATING TO THE COMPANY'S SECURITIES
There are at present 2,806,500 shares of the Company Common Stock
outstanding and entitled to vote. Upon closing of the Share Exchange and the
other transactions contemplated by the Agreement, there will be a total of
15,000,000 shares outstanding. 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.
NAME CHANGE
The Agreement requires that the Company amend its charter to change its
name to "Advanced Hyperbaric Technologies Holding Corp." The Board of Directors
of the Company has approved an amendment to the Company's charter to effect the
name change. The holders of at least a majority of the common stock of the
Company outstanding as of November 14, 2000, the record date for determination
of stockholders eligible to vote on such matter, approved the name change by
written consent dated as of November 16, 2000. If the Agreement is completed,
it is expected that the name change will become effective shortly thereafter,
but in no event earlier than December 8, 2000.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
A change of control of the Company occurred on February 23, 2000. On this
date, the Company issued an aggregate of 1,800,000 shares of the Company's
Common Stock to Seville Consulting Group, Inc., Power Network, Inc. and East
European Enterprises, Inc. (each entity respectively received 600,000 shares of
the Company's Common Stock) in consideration of general business and financial
consulting services. These three entities now beneficially own an aggregate of
64.14% of the Company's issued and outstanding Common Stock. Prior to the
February 23, 2000 transaction, Emiliano Lakoto and Tracie Pollak beneficially
owned, collectively, approximately 66% of the Company's issued and outstanding
Common Stock.
The following table lists, as of November 14, 2000, the security ownership
of (i) all persons known by the Company to own beneficially 5% or more of the
Common Stock; (ii) each director of the Company; and (iii) all directors and
executive officers as a group.
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNERSHIP (1) OF CLASS
------------------------------------ -------------------------- --------
East European Enterprises Inc.
1004 Depot Hill Rd., #1E
Broomfield, CO 80020 600,000 21.38%
Brenda Lee Hamilton
555 S. Federal Hwy, #400
Boca Raton, FL 33432 150,000 5.34%
Emiliano Lakoto
7410 S.W. Olsen Road, 325
Portland, OR 97223 330,000 11.76%
Thomas F. Pierson (2)
1004 Depot Hill Road
Broomfield, CO 80020 0 0%
Tracie Pollak
4400 S. Quebec St., L-203
Denver, CO 80237 429,000(3) 15.29%
Power Network, Inc.
1530 Cloverdale Avenue
Winston Salem, NC 27104 600,000 21.38%
Seville Consulting, Inc.
413 Petroleum
Florence, CO 81226 600,000 21.38%
All Officers and Directors as a group (1 Persons)
(1) Ownership is of record unless otherwise indicated.
(2) President, Secretary, Treasurer and Director of the Company.
(3) Includes 99,000 shares owned by Corrina Pollak, the mother of Tracie
Pollak.
AHTI has provided the following information to the Company. The following
table lists, as of the closing of the Share Exchange, the security ownership of
(i) all persons known to AHTI who will after the Share Exchange own beneficially
5% or more of the Common Stock; (ii) each person who will be a director of the
Company; and (iii) all persons who will be executive officers of the Company as
a group.
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNERSHIP (1) OF CLASS
------------------------------------ -------------------------- --------
Jacqueline E. Loori (2)(3)
124 Colts Neck Road
Farmingdale, NJ 07727 8,879,000 59.19%
Phillip E. Loori (3)(4)
124 Colts Neck Road
Farmingdale, NJ 07727 8,879,000 59.19%
All Officers and Directors
as a group (2 persons) 8,879,000 59.19%
(1) All shares are owned of record unless otherwise indicated.
(2) President and Director of the Company.
(3) Shares are owned by Jacqueline E. Loori, spouse of Philip E. Loori.
(4) Chairman of the Board, CEO and Director of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT OFFICERS AND DIRECTORS. The following persons currently serve as
officers and directors of the Company:
Name Age Position
------------------- ---- ----------------------------------------------
Thomas F. Pierson 52 President, Secretary, Treasurer and Director
Thomas F. Pierson. Mr. Pierson has been President, Secretary, Treasurer
and Director of the Company since November 1, 2000. Since 1979 Mr. Pierson has
been the sole proprietor of Thomas F. Pierson, P.C., a Colorado professional
corporation which specializes in corporate and real estate law.
The Board of Directors has not established any standing committees or
subcommittees. In the past fiscal year, the Board of Directors held five (5)
meetings. All of the current directors were directors as of the close of the
last fiscal year.
PERSONS TO BE APPOINTED DIRECTORS AND EXECUTIVE OFFICERS. Upon closing of
the Share Exchange, the following persons will be appointed to serve as the
Board of Directors and Executive Officers of the Company. The appointments will
be made by the present Board of Directors who will then resign. Under the
Company Bylaws, no stockholder approval of the change in directors is required.
Jacqueline E. Loori. Ms. Loori, age 38, has been President of AHTI since
the company was founded in 1996. Ms. Loori also serves as Vice-President of
Wound Care Systems, Inc., a company which leases Topical Hyperbaric Oxygen
Extremity Chambers to medical institutions since she co-founded it in 1992. Ms.
Loori is the spouse of Phillip E. Loori.
Phillip E. Loori. Mr. Loori, age 42, has been Chairman of the Board and
CEO of AHTI since he founded the company in 1996. From 1989-1992 he was the
Vice President and Director of Supra Medical Corporation, a Delaware
corporation. Since 1992, Mr. Loori has been the President of Wound Care
Systems, Inc., a New Jersey corporation which markets products to treat open
wounds and specializes in rental equipment ("Wound Care").
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its officers since its
formation.
Set forth below is the compensation paid to the executive officers of AHTI
in 1999.
ANNUAL COMPENSATION
-------------------
NAME AND PRINCIPAL POSITION WITH AHTI YEAR SALARY($) BONUS($)
------------------------------------- ---- --------- --------
Jacqueline E. Loori, President and
Director 1999 $ 96,000 -
Phillip E. Loori, Chairman of the
Board, Chief Executive Officer and Director 1999 - -
EMPLOYMENT AGREEMENTS. Pursuant to the Agreement, the Company will enter
into Employment Agreements with Phillip E. Loori and Jacqueline E. Loori. These
agreements will have two year employment terms. Mr. Loori will be paid an
annual salary of $96,000 the first year and $156,000 the second year. Ms. Loori
will be paid $24,000 the first year and $36,000 the second year. The agreements
will also provide for annual bonuses based on a percentage of sales which has
not yet been determined. The agreements will contain non-disclosure and
noncompetition covenants.
RELATED PARTY TRANSACTIONS
Philip E. Loori, Chief Executive Officer and director of AHTI, is the
President and holder of thirty-three and one-third percent (33-1/3%) of the
outstanding equity securities of Wound Care. Jacqueline E. Loori, President of
AHTI, is the Vice-President and holder of thirty-three and one-third percent
(33-1/3%) of the outstanding equity securities of Wound Care. Wound Care's
principal business is renting medical equipment and it purchases products from
AHTI for distribution to its customers. In the past twelve months Wound Care
has purchased less than $10,000 worth of products from AHTI and anticipates
purchasing less than $50,000 worth of products during the next twelve months.
Wound Care does not receive any special discounts with respect to the products
it purchases from AHTI. Wound Care has orally agreed not to distribute products
similar to those marketed by AHTI outside of the State of New Jersey with the
exception of distributions to less than ten already established customers of
Wound Care which reside outside the State of New Jersey. The parties have agreed
to enter into a written contract memorializing the terms of this oral agreement.
In addition, Wound Care leases office space in AHTI's principal office at a rate
of $750 per month, the fair market value for such space.
As of the date hereof, no other related party transactions exist between
AHTI and its present directors, officers, 5% or greater stockholders or any
affiliate thereof, either individually or through ownership of a controlling
interest in any company or other entity.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% stockholders of the Company are required by SEC regulations to
furnish to the Company copies of all Section 16(a) reports that they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all Section 16(a) filing requirements applicable to
its officers, directors, and greater than 10% beneficial owners were complied
with for the fiscal year ended
December 31, 2000.
Triple S Parts, Inc.
By Order of the Board of Directors
/s/ Thomas F. Pierson
President
