Kesselring Holding Corporation. - Proxy Statement - Other Information (preliminary) (PRE 14C)
21 Febrero 2008 - 2:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the
appropriate box:
[X]
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Preliminary
Information Statement
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[ ]
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Confidential, for
Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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KESSELRING
HOLDING CORPORATION
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[
X
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No fee
required
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[
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Fee computed on
table below per Exchange Act Rules 14c-5(g) and 0-11
(1)
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee
paid:
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[
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Fee paid previously
with preliminary materials.
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[
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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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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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KESSELRING HOLDING CORPORATION
1956
Main Street
Sarasota,
FL 34240
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
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Sarasota,
Florida
*,
2008
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This
information statement has been mailed on or about *, 2008 to the stockholders of
record on *, 2008 (the “Record Date”) of Kesselring Holding Corporation, a
Delaware corporation (the "Company") in connection with certain actions to be
taken by the written consent by stockholders holding a majority of the
outstanding voting stock of the Company, dated as of February 14,
2008. The actions to be taken pursuant to the written consent shall
be taken on or about *, 2008, 20 days after the mailing of this information
statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
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By
Order of the Board of Directors
,
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By:
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/s/ Kenneth
W. Craig
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Kenneth
W. Craig
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Director
and Chief Executive Officer
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NOTICE OF
ACTION TO BE TAKEN PURSUANT THE
WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING VOTING
STOCK IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED FEBRUAURY 14,
2008
To Our
Stockholders:
NOTICE IS
HEREBY GIVEN that the removal of Douglas P. Badertscher as a director of the
Company will be taken pursuant to written consent by stockholders holding a
majority of the outstanding voting stock of the Company (the “Majority
Stockholders”), dated as of February 14, 2008, in lieu of a special meeting of
the stockholders. Such action will be taken on or about *, 2008.
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the
Record Date, the Company's authorized capitalization consisted of 200,000,000
shares of Common Stock, of which * shares were issued and outstanding as of the
Record Date. Holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the additional shares of Common
Stock.
Each
share of common stock entitles its holder to one vote on each matter submitted
to the stockholders. However, because stockholders holding at least a majority
of the voting rights of all outstanding shares of capital stock as of February
14, 2008 have voted in favor of the foregoing proposals by resolution dated
February 14, 2008; and having sufficient voting power to approve such proposals
through their ownership of capital stock, no other stockholder consents will be
solicited in connection with this Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposals will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on *, 2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to stockholders pursuant to
Section 222 of the General Corporation Law of the State of
Delaware.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
REMOVAL
OF DOUGLAS P. BADERTSCHER AS A DIRECTOR OF THE COMPANY
On
February 14, 2008, the Majority Stockholders of the Company executed a
stockholder consent in accordance with Delaware General Corporation Law to
remove Douglas P. Badertscher as a director of the Company. Mr.
Badertscher had been terminated as Chief Executive Officer by the Board of
Directors of the Company on February 5, 2008. The removal of Mr.
Badertscher will be taken on or about *, 2008.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of February 18, 2008 with
respect to the beneficial ownership of the outstanding common stock by (i) any
holder of more than five (5%) percent; (ii) each of our executive officers and
directors; and (iii) our directors and executive 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)
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Common
Stock
Beneficially
Owned
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Percentage
of
Common
Stock (2)
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Douglas
P. Badertscher*
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625,000
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(7
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1.72
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%
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V.
L. Sandifer,*
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445,342
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1.25
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%
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Kenneth
W. Craig, CEO*
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2,902,739
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(3
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8.14
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%
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Clifford
H. Wildes*
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2,852,703
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(4
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)
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8.00
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%
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Gary
and Margaret King*
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5,720,500
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(3
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)
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16.04
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%
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Charles
B. Rockwood, CFO/COO*
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1,000,000
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(8
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2.73
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%
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Nicole
O’Sullivan
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2,255,500
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(5
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6.32
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%
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Daniel
Ezelle
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2,185,500
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6.13
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%
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Teresita
Craig
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2,757,788
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(6
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7.73
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%
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Ben
Bond *
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25,000
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**
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Curtis
and Lois King
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2,965,000
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8.35
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%
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All
officers and directors as a group (7) persons
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13,571,284
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37.94
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%
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*Executive
officer and/or director of our company.
**
Less than 1%
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(1)
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Except
as otherwise indicated, the address of each beneficial owner is c/o
Kesselring Holding Corporation, 1956 Main Street, Sarasota,
FL 34236.
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(2)
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Applicable
percentage ownership is based on 35,427,631 shares of common stock
outstanding as of February 18, 2008, together with securities exercisable
or convertible into shares of common stock within 60 days of February 18,
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 February 18, 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 at outstanding
for the purpose of computing the percentage ownership of any other
person.
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(3)
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Includes
an aggregate of 1,501,227 shares of common stock held by Mr. Craig’s wife
and children.
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(4)
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Includes
1,501,247 shares of common stock held by Mr. Wildes’
wife.
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(5)
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Represents
shares of common stock held by the Nicole O’Sullivan
Trust.
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(6)
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Includes
an aggregate of 500,409 shares of common stock held by Mrs. Craig’s
husband.
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(7)
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Represents
625,000 shares of common stock issuable upon exercise of stock options at
an exercise price of $0.30 per share. Mr. Badertscher’s address
is 3597 Founders Club Dr., Sarasota, FL 34236.
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(8)
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Mr.
Rockwood was granted a stock option to purchase 1,000,000 shares of our
common stock at an exercise price of $0.14 per share (shares vest ratably
on May 12, 2008, August 12, 2008, November 12, 2008 and February 12,
2009)
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ADDITIONAL
INFORMATION
The
Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to Charles B. Rockwood, Chief Financial Officer/Chief
Operating Officer, Kesselring Holding Corporation, 1956 Main Street, Sarasota,
FL 34240; 941-371-0440.
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By
Order of the Board of Directors,
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By:
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/s/ Kenneth
W. Craig
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Kenneth
W. Craig
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Director
and Chief Executive Officer
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Sarasota,
Florida
*,
2008
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