SC 14F1: Statement regarding change in majority of directors pursuant to Rule 14f-1
Published on June 30, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14f-1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
SICLONE
INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
000-25809
(Commission
File Number)
|
DELAWARE
|
87-0426999
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
1010
N. Central Avenue, Suite 201
Glendale,
CA 91202
(Address
of Principal Executive Offices)
(818)
507-4617
(Registrant's
Telephone Number)
Information
Statement
Pursuant
to Section 14(f) of the Securities Exchange Act of 1934
and
Rule 14f-1 thereunder
June
30, 2008
This
Information Statement is being furnished on or about July 1, 2008 to all of
the
stockholders of record at the close of business on June 16, 2008 of the common
stock, par value $0.001 per share, of Siclone Industries, Inc. (the
“Company”).
This
Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 promulgated thereunder. You are urged
to read this Information Statement carefully.
NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO
PROXIES ARE BEING SOLICITED AND
YOU
ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
INTRODUCTION
Our
company, Siclone Industries, Inc. (the “Company”, “we” or “us”), has
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as
of June 13, 2008, with Apollo Acquisition Co., Inc., a Delaware corporation,
which is a wholly owned subsidiary of the Company (“Merger Sub”), and Apollo
Medical Management, Inc., a Delaware corporation, (“Apollo”). Pursuant to
the Merger Agreement, Apollo merged with and into Merger Sub, and the combined
entity will be a wholly-owned subsidiary of the Company (the “Merger”).
Apollo
was incorporated under the laws of the State of Delaware on October 17, 2006
for
the purpose of engaging in medical management with a focus on managing the
provision of hospital-based medicine..
Please
read this Information Statement carefully. It contains biographical and other
information concerning our executive officers, directors and those nominees
to
be appointed as directors and executive officers after the completion of the
Merger. Additional information about the Merger is contained in our Current
Report on Form 8-K, dated June 13, 2008, which was filed with the
Commission on June 19, 2008. All of the Company's filings and exhibits may
be
inspected without charge at the public reference section of the Commission
at
100 F Street, N.E., Washington, D.C. 20549. Copies of this material also may
be
obtained from the Commission at prescribed rates. The Commission also maintains
a website that contains reports and other information regarding public companies
that file reports with the Commission. Copies of the Company's filings may
be
obtained free of charge from the Commission's website at http://www.sec.gov.
Upon
the
closing of the Merger, each issued and outstanding common share of Apollo was
converted into 1.8246774 shares of our common stock, par value $0.001 per
share
After
the
closing of the Merger, approximately 81.96% of the Company’s issued and
outstanding common stock will be owned by the Apollo stockholders. The remaining
18.04% will be held by the Company’s current stockholders.
Dr.
Warren Hosseinion – Chief Executive Officer, Principal Accounting Officer
and Director
Dr.
Adrian Vazquez, President and Chairman of the Board
The
following discussion sets forth information regarding our current executive
officers and directors and those individuals who will be appointed as executive
officers and directors following the resignation of Mr. Adams. If any proposed
director listed in the table below should become unavailable for any reason,
which we do not anticipate, the directors will vote for any substitute nominee
or nominees who may be designated by Apollo prior to the date the new directors
take office.
Each
member of our Board of Directors shall serve until his successor is elected
and
qualified, or until his earlier resignation, death or removal. Officers are
appointed annually by the Board and each serves at the discretion of the Board.
Current
Directors and Executive Officers:
Set
forth
below is certain information regarding the current directors and executive
officers of the Company. There are no agreements with respect to the election
of
this director.
|
Name
|
Age
|
Position
|
||
|
Dr.
Warren Hosseinion
|
36
|
Chief
Executive Officer, Principal
Accounting
Officer and Director
|
||
|
Paul
Adams
|
48
|
Director
|
On
June
14, 2008, Dr. Warren Hosseinion was appointed as a member of our Board of
Directors and as our Chief Executive Officer, and Principal Accounting Officer.
Dr. Hosseinion has been Chief Executive Officer and a Director of AMH since
June
2001. Dr. Hosseinion holds a B.S. in Biology from the University of San
Francisco, M.S. from Georgetown University in Physiology and Biophysics, and
a
M.D. from Georgetown University School of Medicine. He completed a residency
in
Internal Medicine at USC Medical Center, and is a Diplomate of the American
Board of Internal Medicine.
Paul
Adams - Director
From
approximately 1992 to present, Mr. Adams has primarily been involved in
manufacturing and retail sales in the sports fishing industry s the owner of
his
own business. Since 2000, he has owned and operated Coco Motive Candy Company,
a
business specializing in the “corporate gift” market. Mr. Adams resigned as
Chief Executive Officer and Principal Executive Officer of the Company on June
14, 2008.
Directors
and Executive Officers following Mr. Adams’ Resignation:
Set
forth
below is certain information regarding the persons who will become directors
and
executive officers of the Company following Mr. Adams’ resignation:
|
Name
|
Age
|
Position
|
||
|
Dr.
Adrian Vazquez
|
38
|
President
and Chairman of the Board
|
Dr.
Adrian Vazquez – President and Chairman of the
Board
Dr.
Vazquez has served as President and Chairman of the Board of Apollo since June
2001. He holds a B.S. in Biology from the University of California, Irvine,
and
a M.D. from the University of California, Irvine College of Medicine. Dr.
Vazquez completed a residency in Internal Medicine at USC Medical Center, and
is
a Diplomate of the American Board of Internal Medicine.
Board
of Directors Meetings
Since
the
end of its fiscal year on December 31, 2007, our Board of Directors did not
hold
any meetings but has acted on written consent 3 times.
Board
of Directors Committees
Currently,
our Board does not have any standing audit, nominating or compensation
committees, or committees performing similar functions. Our sole Director
performs the duties of an audit committee. Our Board does not have a nominating
committee as we have no employees and no operating business. The functions
customarily performed by a nominating committee are performed by our sole
Director.
Communications
with Directors
Shareholders
may communicate with our Directors by directing the communication in care of
Mr.
Smith, at the address set forth on the front page of this Information Statement.
You will receive a written acknowledgement from the Mr. Smith upon receipt
of
your communication.
Legal
Proceedings Involving Directors and Executive Officers
No
current director, officer, nominee for director or officer, affiliate or
promoter has, within the past five years, filed any bankruptcy petition, been
convicted in or been the subject of any pending criminal proceedings, nor has
any such person been the subject of any order, judgment, or decree involving
the
violation of any state or federal securities or commodities laws. The Company
is
not aware of any legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent
of
any class of voting securities of the Company, or any associate of any such
director, officer, affiliate of the Company, or security holder is a party
adverse to the Company or any of its subsidiaries or has an interest adverse
to
the Company or any of its subsidiaries.
EXECUTIVE
COMPENSATION
During
the year ended December 31, 2007, none of our officers received any compensation
from the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None
of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
|
·
|
Any
of our directors or officers;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
|
·
|
Our
promoter, James Donahue; or
|
|
·
|
Any
member of the immediate family of any of the foregoing
persons.
|
As
of
June 25, 2008, we had 25,540,420, shares of common stock issued and outstanding,
which is the only class of voting securities that would be entitled to vote
for
directors at a stockholders' meeting if one were to be held. Each share of
common stock is entitled to one vote.
Security
Ownership of Certain Beneficial Owners and Management of the Company:
The
following table sets forth the beneficial ownership of our company’s capital
stock as of June 25, 2008, as to
·
Each person known to beneficially own more than 5% of the Company’s common
stock
·
Each of our directors
·
Each executive officer
·
All directors and officers as a group
Except
as
otherwise indicated, each of the stockholders listed below has sole voting
and
investment power over the shares beneficially owned.
|
Name of Beneficial Owner (1)
|
Amount
Beneficially Owned (2)
|
Percentage of
Class(2)
|
Title of Class
|
|||||||
|
Dr.
Warren Hosseinion
|
9,123,387
|
35.72
|
%
|
Common
|
||||||
|
Dr.
Adrian Vazquez
|
9,123,387
|
35.72
|
%
|
Common
|
||||||
|
Paul
Adams
|
10,000
|
<1
|
%
|
Common
|
||||||
|
All
officers and directors as a group (2
persons)
|
||||||||||
(1) Except
as
otherwise indicated, the address of each beneficial owner is c/o Siclone
Industries, Inc., 1010 N. Central Avenue, Suite 201, Glendale, CA
91202.
(2) Applicable
percentage ownership is based on 25,540,420 shares of common stock outstanding
as of June 25, 2008, together with securities exercisable or convertible into
shares of common stock within 60 days of June 14, 2008 for each stockholder.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock that are currently
exercisable or exercisable within 60 days of June 25, 2008 are deemed to be
beneficially owned by the person holding such securities for the purpose of
computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires officers, directors and beneficial owners of more
than 10% of the Company's shares to file reports with the Commission and submit
those reports to the Company. Based solely on a review of the reports and
representations furnished to the Company during the last fiscal year by such
persons, the Company believes that each of these persons is in compliance with
all applicable filing requirements.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this
Report to be signed in its behalf by the undersigned, thereunto duly
authorized
|
By
Order of the Board of Directors
|
|
/s/
Warren Hosseinion
|
|
Warren
Hosseinion
|
Dated:
June 30, 2008