SCHEDULE 14CA-1 INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
PIEZO INSTRUMENTS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A.
(2) Aggregate number of securities to which transaction applies: N/A.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] 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 number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
PIEZO INSTRUMENTS, INC.
1107 Mt. Rushmore Road, Suite 2
Rapid City, South Dakota 57701
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Piezo Instruments, Inc., a Utah corporation [the "Company," "Piezo,"
"we", "our" or "us" or words or similar import]), regarding amendments to
our Articles of Incorporation that will change our name to "Omni Medical
Holdings, Inc."; will authorize our Company's stockholders to take action
without a meeting in accordance with the 1992 amendments to the Utah Revised
Business Corporation Act (the "Utah Law"), and that will remove the
requirement of our Board of Directors to approve transfers of our Company's
authorized securities that is presently contained in our Articles of
Incorporation.
These amendments have been unanimously adopted by our Board of
Directors, and the majority stockholders (the "Majority Stockholders") of our
Company that are named under the heading "Security Ownership of Principal
Holders and Management" of the caption "Voting Securities and Principal
Holders Thereof," below, have agreed to vote in favor of these amendments at
the special meeting of the stockholders set for October 13, 2003, as outlined
in the Notice of Special Meeting of Stockholder attached hereto as Appendix A.
The Majority Stockholders own 9,053,811 shares or approximately 84.1%
of our outstanding voting securities. No other votes are required or
necessary to adopt these amendments, and none are being solicited hereunder.
See the caption "Amendment to the Articles of Incorporation and Vote Required
for Approval," herein.
These amendments to our Articles of Incorporation is as follows:
ARTICLE I
NAME
The name of the corporation is "Omni Medical Holdings, Inc."
APPROXIMATE DATE OF MAILING: October 3, 2003.
Article IX
TRANSFER RESTRICTIONS
(Delete)
Shares of stock in this corporation shall not be transferred or sold
until the sale or transfer shall have been reported to the Board of Directors
and unanimously approved by them.
Article IX
STOCKHOLDER ACTION WITHOUT MEETING
(New)
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if one
or more consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were entitled to be
present and to vote.
(End of Amendment)
These are the only matters covered by this Information Statement.
REASONS FOR AMENDMENTS
The name change in Article I is being effected because of our recent
acquisition of Omni Medical of Nevada, Inc. See the heading "Contractual
Arrangements Regarding Changes in Control" of the caption "Voting Securities
and Principal Holders Thereof," below.
The present Article IX that requires the Board of Directors to
approve all stock transfers is superfluous since our Board of Directors has
designated a transfer agent to effect our stock transfers, and it should be
deleted. Further, such a provision is not warranted for a publicly-held
company.
The new Article IX regarding taking action without a meeting by
stockholders is very important to us. Until 1992, Utah Law required that any
action taken by stockholders without a meeting must have been approved by all
of the stockholders of any class entitled to vote at the meeting unless the
Articles of Incorporation provided otherwise. In 1992, Utah Law was amended
to allow this action by any corporation formed after the adoption of these
amendments, and any corporation formed prior to these amendments if the
proposal was submitted to a vote of the corporation's stockholders. This
provision of Utah Law is not believed to be conducive to conducting the
business of a publicly-held company like our Company. With the proposed
amended Article IX provision, we could solicit a limited number of consents
(less than 10) for a particular action requiring a vote of our stockholders to
ensure its adoption without going to the expense of a proxy statement, and
then advise the stockholders of the approval and effective date of the action
in an information statement filed with the Securities and Exchange Commission
and then mailed to our stockholders.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendment to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to our Articles of Incorporation which
is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding this amendment to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on September 17, 2003, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendment to our Articles of Incorporation, was 10,760,849.
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
The following table sets forth certain information as of September
17, 2003, regarding current beneficial ownership of the shares of our common
stock by (i) each person known by us to own more than 5% of the outstanding
shares of our common stock, (ii) each of our executive officers and directors,
and (iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based upon
10,760,849 outstanding shares of common stock.
Name Positions Held Shares Owned %
---- -------------- ------------ ---
Arthur D. Lyons President, CEO, 1,668,937 15.5%
Secretary and
Director
Charles D. Arbeiter COO, Treasurer 1,835,852 17.1%
and Director
Al Rieman Stockholder 2,503,301 23.3%
LHM Trading* Stockholder 3,045,721 28.3%
Totals: 9,053,811 84.1%
All executive officers and directors 6,550,510 60.9%
of the Company as a group (2 persons)
* LHM Trading is a business entity controlled by Arthur D. Lyons,
the President, CEO, Secretary and a Director of our Company.
Contractual Arrangements Regarding Changes in Control.
------------------------------------------------------
Effective as of September 5, 2003, our Company; Omni Medical of
Nevada, Inc., a Nevada corporation ("Omni"), and the stockholders of Omni (the
"Omni Stockholders"), executed an Agreement and Plan of Reorganization (the
"Reorganization Agreement"), whereby we agreed to acquire 100% of the issued
and outstanding shares of common stock of Omni in exchange for 16,000,000
post-split shares of our common stock or approximately 88.8% of our
post-Reorganization Agreement outstanding securities.
By virtue of (i) the percentage of our Company acquired under the
Reorganization Agreement by the Omni Stockholders; and (ii) the subsequent
resolutions of our Board of Directors that provided for the election of the
current directors and executive officers of Omni to our Board of Directors and
the resignation of our current directors and executive officers, in seriatim,
the Reorganization Agreement is deemed to have involved a "change of control"
of our Company.
The source of the consideration used by the Omni Stockholders to
acquire their respective interests in our Company was the exchange of common
stock of Omni.
The primary basis of the "control" by Omni is stock ownership
and/or management positions.
On the closing of the Reorganization Agreement, and excluding the
securities to be exchanged for the Omni common stock, our outstanding common
stock amounted to approximately 2,000,000 shares or approximately 11.1% of the
post-Reorganization Agreement outstanding common stock of our Company; we
acquired the shares of the majority stockholders of Omni and exchanged
9,053,811 shares of the 16,000,000 post-split shares to be issued to the Omni
Stockholders pursuant to the Reorganization Agreement, resulting in Omni
becoming a majority-owned subsidiary of our Company. We will attempt to
complete the acquisition of the remaining shares of Omni within the next
thirty (30) days.
Accordingly, and assuming all of the Omni Stockholders become party
to the Reorganization Agreement, there will be 18,000,000 post-Agreement
outstanding shares of our common stock.
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers.
---------------------------------
The following delineates certain information concerning our newly
designated directors and executive officers:
Positions
Positions with with
Name Age the Company Omni
---- --- ----------- ----------
Arthur D. Lyons 45 President, CEO, President, CEO,
Secretary and Secretary and
Director Director
Charles D. Arbeiter 43 COO, Treasurer COO, Treasurer
and Director and Director
Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
The following is a summary of the business experience of each of our
current directors and executive officers:
Arthur D. Lyons. Since 1980, Mr. Lyons has held positions with
Merrill Lynch, E.F. Hutton, Prudential Securities and PaineWebber as
investment representative, pension consultant, trader and portfolio manager.
In 1999, Mr. Lyons formed LHM Trading, an investment firm, and in 2000,
founded Interstate Advisors, Inc., a registered investment advisor. Mr.
Lyons' broad financial experience has provided him with a solid background in
the financial and investment fields. He holds a B.A. Degree in sociology with
a minor in accounting from Samford University in Birmingham, Alabama, in 1979.
Charles D. Arbeiter. Mr. Arbeiter has worked for American Express
and Financial Network as a senior manager providing financial advice to
individuals, corporate clients and banks. He has been active in the financial
services industry since 1985 as a certified financial planner, district
manager and registered investment advisor. He is currently responsible for a
15 member financial planning practice in Rapid City, South Dakota, and is
active in both civic and professional organizations. He is a 1982 graduate of
Sioux Falls (SD) College with a B.S. Degree in business.
Family Relationships.
---------------------
There are no family relationships between Mr. Lyons and Mr.
Arbeiter.
Pending Legal Proceedings.
--------------------------
To the knowledge of our management, no director or executive
officer is party to any action in which any has an interest adverse to us.
Involvement in Certain Legal Proceedings.
-----------------------------------------
To the knowledge of our management and during the past 10 years, no
present or former director, person nominated to become a director, executive
officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Executive Compensation.
-----------------------
None of our present directors and executive officers have received
any cash or other remuneration for services rendered to us; and no
compensatory arrangements have yet been set for service in these capacities.
We do not have any stock option, bonus, profit sharing, pension or
similar plan; however, we may adopt such a plan in the future to attract
and/or retain members of management or key employees.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
All reports required to be filed pursuant to Section 16(a) of the
Exchange Act have been or will be timely filed.
Audit, Nominating and Compensation Committees.
---------------------------------------------
We have no audit, nominating or compensation committees.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Utah Law.
---------
Section 16-10a-1003 of the Utah Law provides that every amendment
to the Articles of Incorporation of a corporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of persons owning a majority of the securities entitled to vote on any such
amendment.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and the Majority Stockholders named under the caption
"Voting Securities and Principal Holders Thereof" have indicated there
intention to vote in favor of the amendments at the scheduled October 13,
2003, special meeting of our stockholders. The Majority Stockholders
own approximately 84.1% of our outstanding voting securities. No other votes
or consents are required or necessary to effect the amendments.
NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT INTEND TO VOTE IN FAVOR OF THESE
AMENDMENTS AT OUR SPECIAL MEETING OWN IN EXCESS OF THE REQUIRED NUMBER OF OUR
OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS UNDER UTAH LAW. NO
FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
September 23, 2003 Arthur D. Lyons
APPENDIX A
PIEZO INSTRUMENTS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD October 13, 2003
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
Piezo Instruments, Inc., a Utah corporation (the "Company"), will be held at
1107 Mt. Rushmore Road, Suite 2, Rapid City, South Dakota 57701, on October
13, 2003, at 11:00 a .m. Central Daylight Time, (hereinafter, the "Meeting").
The Meeting will be held for the following purposes
1. To amend the Articles of Incorporation of our Company as
follows:
ARTICLE I
NAME
The name of the corporation is "Omni Medical Holdings, Inc."
Article IX
TRANSFER RESTRICTIONS
(Delete)
Shares of stock in this corporation shall not be transferred or sold
until the sale or transfer shall have been reported to the Board of Directors
and unanimously approved by them.
Article IX
STOCKHOLDER ACTION WITHOUT MEETING
(New)
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if one
or more consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were entitled to be
present and to vote; and
2. To transact any other business that may properly come before
the Meeting.
As of the date of this Notice, the Board of Directors of the Company
is not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on September
17, 2003, are entitled to notice of and to vote at the Meeting or any
adjournment
thereof.
No Proxies are being solicited.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and the Majority Stockholders named under the caption
"Voting Securities and Principal Holders Thereof" have indicated there
intention to vote in favor of the amendments at the scheduled October 13,
2003, special meeting of our stockholders. The Majority Stockholders
own approximately 84.1% of our outstanding voting securities. No other votes
or consents are required or necessary to effect the amendments.
By Order of the Board of Directors
Arthur D. Lyons
President
September 23, 2003
Rapid City, South Dakota