SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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INFORMATION STATEMENT PURSUANT TO
SECTION 14F-1 OF THE
SECURITIES EXCHANGE ACT OF 1934
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TOMAHAWK INDUSTRIES, INC.
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(Name of Subject Company)
Common Stock, $.001, par value per share
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(Title of Class of Securities)
[889800-10-8]
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(CUSIP Number of Class of Securities)
Glenn A. Little
President
211 West Wall Street
Midland, Texas 79701
(915) 682-1761
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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With a copy to:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, PA
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
(561) 330-9903
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This Information Statement is being furnished to holders of record of
shares of common stock, par value $.001 per share (the "Common Stock"), of
Tomahawk Industries, Inc., a Nevada corporation (the "Company") on July 31,
2002, pursuant to the requirements of Section 14(f) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14f-1 promulgated
thereunder. THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR
INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH A VOTE OF THE COMPANY'S
STOCKHOLDERS.
The Company has recently entered into an agreement relating to a
transaction which will ultimately result in the replacement of the majority of
the Board of Directors of the Company. The following is a brief summary of this
transaction. Please see "Change in Control" for a more complete description of
the transaction.
The Company entered into an Agreement and Plan of Reorganization (the
"Reorganization Agreement"), which sets forth the terms and conditions of a
proposed business combination of the Company and Cryotherm, Inc., a Delaware
corporation ("CRYO"). Pursuant to the Reorganization Agreement, CRYO will
exchange one hundred (100%) percent of its issued and outstanding shares for
twenty five million (25,000,000) post reverse split shares of the Company, with
the Company as the surviving corporation. CRYO will as a result become a
wholly-owned subsidiary of the Company. It is currently anticipated that the
consummation of the Reorganization will occur within twenty (20) days after the
date this Information Statement is first mailed to the Company's stockholders.
CryoTherm, Inc. was formed in January 2002 as a Delaware corporation to
finance the commercialization of a revolutionary new product-line of low-cost,
pollution-free, energy-extraction technologies created by Inventor, Robert D.
Hunt, that can convert low-temperature heat, cryogenic cold, and kinetic energy
resources into megawatts of electricity at costs competitive to fossil
fuel-generated power. Robert D. Hunt has exclusively licensed to Cryotherm the
worldwide rights to make, use and sell energy-generating products and services
based upon Hunt's inventions and patents. Low-cost electricity generated by
these energy technologies may qualify for Renewable Energy Certificates and
Carbon-Emission Credits tradable internationally under the Kyoto Protocol and in
the U.S. under various municipal, state and federal energy diversity programs
which encourage Homeland energy security, domestic energy independence, and
environmental protection through the adoption of new, clean, distributed energy
technologies (such as Cryotherm's).
It is presently anticipated that upon consummation of the Reorganization,
Glenn A. Little and Matthew Blair, currently the sole members of the Board of
Directors of the Company, will resign from the Board of Directors of the
Company, and that Lawrence M. Shultz, Sally J. Shultz and Kenneth D. Rickel will
each be appointed to the Board of Directors of the Company. Therefore, it is
presently anticipated that within twenty (20) days after the date this
Information Statement is first mailed to the Company's stockholders, the Board
of Directors of the Company will consist of Lawrence M. Shultz, Sally J. Shultz
and Kenneth D. Rickel.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On July 18, 2002, there were 56,637,228 shares of Common Stock issued and
outstanding. As of such date, (i) no shares of Common Stock were reserved for
issuance pursuant to option grants, and (ii) no shares of Common Stock were
reserved for issuance pursuant to securities exercisable for, or convertible
into or exchangeable for, shares of Common Stock. Each holder of Common Stock is
entitled to cast one vote, in person or by proxy, for each share of Common
Stockheld by him. The Common Stock is the only capital stock of the Company
outstanding.
The following table sets forth certain information with respect to persons
known by the management of the Company to own beneficially more than five
percent (5%) of the Common Stock of the Company as of July 18, 2002:
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AMOUNT AND PERCENTAGE
NAME AND ADDRESS OF NATURE OF
TITLE AND CLASS OF BENEFICIAL OWNER OF BENEFICIAL CLASS
STOCK OWNERSHIP
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Common Stock Glenn A. Little
211 West Wall Street 40,000,000 70.62%
Midland, TX 79701 (direct
ownership)
All Directors and
Executive Officers (1 person) 40,000,000 70.62%
CHANGE IN CONTROL
Pursuant to the Reorganization Agreement, the Company will cause to be
consummated a business combination between the Company and CRYO, upon the terms
and conditions set forth in the Reorganization Agreement. Pursuant to the
Reorganization Agreement, CRYO will be a wholly owned subsidiary of the Company.
Pursuant to the Reorganization Agreement, the Company will issue 25,000,000 post
reverse split shares of its common stock, $.001 par value per share (the
"TOMAHAWK" Common Stock"), to the stockholders of CRYO, which will represent 99%
of the fully-diluted post reverse split equity capitalization of the Company.1
It is currently anticipated that the consummation of the Reorganization will
occur within twenty (20) days after the date this Information Statement is first
mailed to the Company's stockholders.
The Company agreed that simultaneously with the consummation of the
Reorganization, the existing director of the Company would appoint Lawrence M.
Shultz, Sally J. Shultz and Kenneth D. Rickel, each designated by CRYO, to the
Boards of Directors of the Company. Upon the effectiveness of such appointments,
the Existing Director and the officers of the Company will resign from their
respective positions.
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1 The Company's Board of Directors, pursuant to the terms and conditions of the
Share Exchange Agreement, will recommend to the shareholder's that a one (1) for
four hundred (400) reverse split of the common shares be conducted. The Nevada
Revised Statutes allows this action by shareholder consent of a majority of the
Company's shareholders, and such action by the shareholders does not require
notification to other shareholders. However, the Company will provide
notification pursuant to the rules of the Act, as required.
DIRECTORS AND EXECUTIVE OFFICERS AND
NOMINEES FOR DIRECTORS
The following table sets forth as of July 18, 2002 certain information with
respect to the directors and named executive officers of the Company and those
persons nominated or who will be nominated to fill the vacancies on the Board of
Directors of the Company pursuant to the transactions contemplated by the
Reorganization Agreement (the "Director Nominees").
NAME OF BENEFICIAL OWNER AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
BENEFICIAL BEFORE AFTER
OWNERSHIP(1) EXCHANGE EXCHANGE
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Larry Shultz - Chairman and 9,325,000(2) 0 37.3%
President
Sally A. Shultz, Director 9,325,000(2) 0 37.3%
Robert Daniel Hunt 9,174,000 0 37%
Kenneth Rickel, Director 100,000(1) 0 .4%
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All executive officers and 9,425,000(2) 0 37.7%
directors of the Company as a
group (three persons)
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(1) Represents shares of the Company anticipated to be received by the
Director Nominees upon consummation of the Reorganization.
(2) Larry and Sally Shultz are the trustees for the Shultz 1989 Inter
Vivos Trust and custodians for Alexander Larson Shultz, Eric Larson
Shultz and Brian Larson Shultz, minors, which trust and Custodian
accounts will total 9,375,000 shares of the Company after the
completion of the Reorganization.
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Larry M. Shultz:
Age 47, served as Chairman and Chief Executive Officer of AirBelt Systems LLC,
developer of the "IntelliFlowtm" AirBag Inflator, which was licensed by TRW, a
major air bag manufacturer. Prior to AirBelt Systems, Mr. Shultz was Senior Vice
President, Audio and Video technologies for Aura Systems, Inc., where he was in
charge of developing and manufacturing a number of technologies and products. As
President of International TeleSystems, Mr. Shultz developed the TickeTV
pay-per-view "positive trap" to encrypt and secure cable TV pay-tier and
pay-per-view programming from unauthorized, non-paying customers.
Sally J. Shultz:
Age 43, bilingual, has a J.D. from UCLA School of Law, a B.S. in Psychology and
B.A. in English from Loyola Marymount University. Mrs. Shultz, has consulted for
executive recruiting firm, TMP Worldwide, the parent company of Monster.com;
served as Honorary Consul for the Dominican Republic; was Editor of Safety Belt
Safe, a national, child automotive safety newsletter; has written and produced
the award-winning children's video and album, "The Manners Monster," and has
written freelance articles for various publications, including the L.A. Times.
Kenneth D. Rickel
Age 49, has a B.S. and B.A. from American University, and is CEO of Lion Gate
Capital, Inc., an investment banking firm that specializes in equities, debt
trading and underwriting. From 1979-1997 Mr. Rickel was CEO of Rickel and
Associates, a bond trading firm. Mr. Rickel is active in local Los Angeles
charities.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Meetings of Directors
During the last full fiscal year ended April 30, 2002, the Company's Board of
Directors met or acted by Unanimous Written Consent a total of 3 times. No
incumbent director attended fewer than 75% of the aggregate number of meetings
of the Board and committees of which he was a member.
Committees of the Board of Directors
The Company does not have any standing audit, nominating or compensation
committees of the Board of Directors.
Director Compensation
The Company does not pay directors any compensation as a director.
Executive Compensation
The Company has no employment contracts with any of its named executive officers
who were employees, and has no compensatory plan or arrangement with any of its
named executive officers in which the amount to be paid exceeded $100,000 and
which were activated upon resignation, termination or retirement of any such
named executive officer upon a change in control of the Company.
Certain Legal Proceedings
To the knowledge of the Company, there are no material proceedings to which any
director, executive officer or affiliate of the Company, owner of record or
beneficially of more than 5% of any class of voting securities of the Company or
any associate of any such director, executive officer or affiliate of the
Company or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others. The nominees for director have a
material interest in the transactions contemplated by the Reorganization
Agreement, as described above under the caption "Change in Control." The
nominees for directors, Lawrence M. Shultz and Sally J. Shultz will receive
9,350,000 shares of the Company in the Reorganization. Additionally, as
described above under the caption "Change in Control," these individuals will
become directors of the Company upon consummation of the transactions
contemplated by the Reorganization Agreement. Except as described above, there
are no other transactions between the Company and any directors, nominees for
director, executive officers of the Company, any security holder who is known to
own of record or beneficially more than five percent of the Company's voting
securities, or any member of the immediate family of the foregoing persons, in
which the amount of the transaction exceeds $60,000.
Certain Business Relationships. To the knowledge of the Company, there are no
business relationships between directors or nominees for director and the
Company, nor have any such relationships existed during the Company's last
fiscal year.
Indebtedness of Management. To the knowledge of the Company, no directors or
nominees for director have been in debt to the Company for amounts in excess of
$60,000 at any time since the beginning of the Company's last fiscal year.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16 of the Exchange Act, the Company's directors and
executive officers and beneficial owners of more than 10% of the Common Stock
are required to file certain reports, within specified time periods, indicating
their holdings of and transactions in the Common Stock. Based solely on a review
of such reports provided to the Company and written representations from such
persons regarding the necessity to file such reports, the Company is not aware
of any failures to file reports or report transactions in a timely manner during
the Company's fiscal year ended April 30, 2002.