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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14(C) INFORMATION
Information Statement Pursuant to Section 14(C) of the Securities Exchange Act
of 1934
Check the appropriate box:
//Preliminary Information Statement //Confidential, for Use of the
Commission Only (as permitted by
Rule 14(C)-5(d)(2)
/X/ Definitive Information Statement
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UNIDYNE CORPORATION
(name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
//$125 per Exchange Act Rules 0-11(c)(1)ii), or 14(C)-5(g).
// Fee computed on table below per Exchange Act Rules 14(C)-5(g) and 0-11.
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(5) Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
// Fee paid previously with preliminary materials.
//Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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<PAGE> 2
UNIDYNE CORPORATION
118 PICKERING WAY, SUITE 104
EXTON, PENNSYLVANIA 19341
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
Notice is hereby given that Capital Idea, Inc., C. Eugene Hutcheson,
Charlotte E. Doremus, and David M. Barrett, as holders of approximately
6,036,351shares of the outstanding capital stock of UNIDYNE Corporation, a
Delaware corporation (the "Company"), shall, on or about December 21, 1998 cause
the Company to elect Juan E. Cintron as a director of the Company to serve for a
term of three years or until his successor shall have been elected and
qualified.
The accompanying Information Statement is furnished pursuant to Section
14(C) of the Securities Exchange Act of 1934.
By Order of the Board of Directors
/s/ CHARLOTTE E. DOREMUS
Charlotte E. Doremus
Secretary
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
<PAGE> 3
UNIDYNE CORPORATION
118 PICKERING WAY, SUITE 104
EXTON, PENNSYLVANIA 19341
INFORMATION STATEMENT
This Information Statement is furnished in connection with the taking of
corporate action without a meeting by less than unanimous written consent of
stockholders. Capital Idea, Inc. ("Capital"), C. Eugene Hutcheson ("Hutcheson"),
Charlotte E. Doremus ("Doremus"), and David M. Barrett ("Barrett"), are holders
of 6,036,351 shares of the common stock, par value $.001 per share (the "Common
Stock"), of UNIDYNE Corporation, a Delaware corporation (the "Company"), or
approximately 64.66% of the outstanding capital stock of the Company, and are
entitled to vote such shares. On or about December 21, 1998 Capital, Hutcheson,
Doremus, and Barrett intend to elect Juan E. Cintron as a director of the
Company for a term of three years or until his successor shall be elected and
qualified. Please be advised, therefore, that this is only an Information
Statement. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND
US A PROXY.
This Information Statement is first being sent to stockholders on or
about December 1, 1998. Record holders of the Common Stock at the close of
business on November 25, 1998 are entitled to receive a copy of this Information
Statement. Each stockholder is entitled to one vote for each share of Common
Stock held. On November 23, 1998 there were 9,335,352 shares of Common Stock
outstanding. In addition, there was outstanding 500,000 shares of Class B
Convertible Preferred Stock entitled to vote.
The following individuals will constitute the Board of Directors of the
Company after the above-described corporate action is taken:
<TABLE>
<CAPTION>
Directors Remaining Years in Term
--------- -----------------------
<S> <C>
C. EUGENE HUTCHESON One
CHARLOTTE E. DOREMUS Two
DAVID M. BARRETT, Esq. One
JUAN E. CINTRON Three
</TABLE>
ELECTION OF DIRECTORS
Pursuant to this corporate action without a meeting, Juan E. Cintron
will be elected to serve a term of three years or until his successor is elected
and qualified.
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The following information is furnished with respect to the director to
be elected:
JUAN E. CINTRON serves as Chairman of the Board and CEO of Consultores
Internacionales CLB, S.A. de C.V., and of Grupo Industrial CINTRON, S.A., a
holding company which has interests in manufacturing, wholesaling, consulting
and investing in Mexico. In the manufacturing companies, products for the
automotive parts industry, as well as the brake lining industry, are supplied to
OEM and service-market clients in Mexico, the USA, Canada, South America and the
Far East. The international consulting company provides management and marketing
services to clients interested in expanding their markets and investments in the
global marketplace.
Mr. Cintron is a graduate of the University of Notre Dame and has
advanced studies from the Advanced Management Program from the same university.
He presently serves or has in the past served as President of the Mexican
chapter of the World Presidents Organization, Junior Achievement of Mexico,
Mexico City chapter of the Young Presidents Organization, Board of Trustees of
Instituto Cultural Cuernavaca, Board of Trustees of Instituto Tecnologico y de
Estudios Superiores de Monterrey, University of Notre Dame Alumni Association of
Mexico, and Junior Achievement International (Vice-Chairman). He also serves on
the following Board of Directors: Grupo Modelo, S.A. de C.V., International
Advisory Council University of Notre Dame and Cone Tech Mex, S.A. de C.V.
THE BOARD OF DIRECTORS
During the year ended December 31, 1997, the Board of Directors of the
Company held eight meetings and took action by written consent on seven
occasions. The Board of Directors does have an Audit Committee and a
Compensation Committee. All directors participated in the giving of written
consents on each occasion.
None of the directors received cash compensation from the Company.
Options to purchase Common Stock of the Company have been granted to continuing
directors as follows:
<TABLE>
<CAPTION>
Date of Number Exercise Expiration
Recipient Grant of Shares Price Date
--------- ----- --------- ----- ----
<S> <C> <C> <C> <C>
David M. Barrett 4/18/97 50,000 $6.00 4/18/2002
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal accountant for the fiscal year most recently
ended was Arthur Andersen, LLP.
