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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 14(F)-1 THEREUNDER
WEBTRONICS, INC.
(Exact name of company as specified in its charter)
Florida 65-1106840
(State or other jurisdiction of 33-63474 (IRS Employer
incorporation or organization) (Commission File Number) Id. No.)
420 Lexington Avenue
New York, New York 10170
(Address of principal executive offices, including zip code)
(212) 672-9190
(Company's telephone number, including area code)
March 19, 2002
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INTRODUCTION
This Statement is being furnished to all holders of record at the close of
business on March 19, 2002 of the common stock, par value $0.0001 per share
("Common Stock"), of Webtronics, Inc. (the "Company") in accordance with the
requirements of Section 14(f) of the Securities Exchange Act of 1934 ("Exchange
Act") and Rule 14f-1 promulgated thereunder.
The Company anticipates that a Special Meeting of the Board of Directors
of the Company will be held on or about March 29, 2002 to effectuate, among
other things, a restructuring of the Board. At or immediately after such
meeting, it is anticipated that Mr. Kevin Monahan will resign as director of the
Company, effective upon the appointment of Yanina Wachtfogel to the Board as the
new director. Mr. Monahan will not resign from the Board of Directors and the
person appointed as the new director will not begin to serve as such, until
after the expiration of the 10-day period beginning on the later of the date of
the filing of this Statement with the Securities and Exchange Commission
pursuant to Rule 14f-1 or the date of mailing of this Statement to the Company's
stockholders.
By virtue of the change in the composition of the Board, there may be
deemed to be, on the date the new directors referred to above take office, a
change in control of the Company.
As of March 19, 2002, the Company had issued and outstanding 1,054,500
shares of Common Stock, par value $0.0001 per share, the Company's only class of
voting securities which would be entitled to vote for the director at a
stockholders meeting if one were to be held, each share being entitled to one
vote.
This information statement is being mailed to stockholders of record as of
March 19, 2002 and filed with the Securities and Exchange Commission on March
19, 2002.
NO ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THE
APPOINTMENT OF ANY DIRECTOR
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE
COMPANY A PROXY.
CHANGE IN CONTROL
On March 15, 2002, Kevin Monahan, the Company's then President, Secretary,
Treasurer and the Director as well as certain other shareholders entered into
agreements with Callisto Pharmaceuticals, Inc., pursuant to which Callisto
Pharmaceuticals, Inc. purchased approximately 99.7% of the issued and
outstanding shares of Common Stock of the Company, totaling 1,051,336 shares
from Mr. Monahan and the certain other shareholders for an aggregate purchase
price of $400,000 and Mr. Monahan agreed to resign his offices at the Company
and his position on the Board of Directors effective as soon as permissible
pursuant to Rule 14F-1 of the Securities Exchange Act of 1934, as amended.
Provided that such condition is satisfied, it is expected that Yanina Wachtfogel
will be appointed Director and President.
Please read this Information Statement carefully. It describes certain
terms of the agreements and contains certain biographical and other information
concerning the executive officers and directors
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after the closing of the transactions contemplated by the agreements described
herein. Additional information about the transactions contemplated by the
agreement described herein and the business of the Company will be contained in
the Company's Current Report on Form 8-K, to be filed with the SEC. All Company
filings, and exhibits thereto, may be inspected without charge at the public
reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549
or obtained on the SEC's website at www.sec.gov.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the common stock as of March 19, 2002 of (i) each person
known to the Company to beneficially own more than 5% of the common stock, (ii)
each director and director nominee of the Company, (iii) each executive officer
of the Company for whom information is given in the Summary Compensation Table,
and (iv) all directors and executive officers of the Company as a group.
Amount of
Name and Address of Beneficial
Title Of Class Beneficial Owner (1) Ownership (2) Percentage of Total
-------------- -------------------- ------------- -------------------
Common Stock Callisto Pharmaceuticals, 1,051,336 99.7%
Inc.
Common Stock Thomas E. Constance 1,051,336 (3) 99.7%
Common Stock Gabriel M. Cerrone 1,051,336 (3) 99.7%
Common Stock Donald G. Drapkin 1,051,336 (3) 99.7%
Common Stock Dr. David Ho 1,051,336 (3) 99.7%
Common Stock Dr. Eric A. Rose 1,051,336 (3) 99.7%
Common Stock Mr. Kevin Monahan, 3164 0.3%
3858 Coral Tree Circle #308
Coconut Creek, Florida
33073
Common Stock Yanina Wachtfogel -- --
Common Stock All Officers and 3164 0.3%
Directors as a group
(1) Unless otherwise indicated the address of each beneficial owner
identified is 420 Lexington Avenue, New York, NY 10170.
(2) Unless otherwise indicated, each person has sole investment and
voting power with respect to the shares indicated. For purposes of
this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares as of a given date which such
person has the right to acquire within 60 days after such date. For
purposes of
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computing the percentage of outstanding shares held by each person
or group of persons named above on a given date, any security which
such person or persons has the right to acquire within 60 days after
such date is deemed to be outstanding for the purpose of computing
the percentage ownership of such person or persons, but is not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(3) Although the members of the Callisto Pharmaceuticals, Inc. Board
of Directors may be deemed to beneficially own 1,051,336 shares
of Common Stock owned by Callisto Pharmaceuticals, Inc. for the
purposes of Section 13 of the Securities Exchange Act of 1934,
due to their serving on the Callisto Pharmaceuticals, Inc. Board
of Directors, each of Thomas E. Constance, Gabriel M. Cerrone,
Donald G. Drapkin, Dr. David Ho and Dr. Eric A. Rose disclaims
beneficial ownership of such shares.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer or affiliate of the Company, any owner of record or beneficial owner 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 has a material interest adverse to
the Company.
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The Company anticipates that a Special Meeting of the Board of Directors
of the Company will be held on or about March 29, 2002 to effectuate, among
other things, a restructuring of the Board. At or immediately after such
meeting, it is anticipated that Mr. Kevin Monahan will resign as director of the
Company effective upon the appointment of Yanina Wachtfogel to the Board as the
new director. The following table sets forth, as of March 19, 2002, the name and
age of the current director and the director nominee, position(s) with the
Company, the period they have served as a director, any family relationships
with any other director or executive officer of the Company, data on their
business backgrounds and the names of public companies and other selected
entities for which they also serve as directors.
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Name Age Position
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Kevin Monahan 29 Director
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Yanina Wachtfogel 44 Director Nominee
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Kevin Monahan has served as our President, Secretary and Treasurer from
the Company's inception on February 2, 2001, until March 15, 2002. Mr.
Monahan has also served as the Director since the Company's inception on
February 2, 2001. From December 2001 to the present, Mr. Monahan served as
President of Monahan Consulting, Inc., a corporate consulting company. Kevin
Monahan, from November 1999 until April 2001 was engaged as a consultant to
Program Trading Corp. Mr. Monahan consulted to the creation of a computer
network for the new expansion of the company. From 2000 to present, Mr.
Monahan is a Chief Operating Officer, Chief Technical Officer, and a member
of the Board of Directors of Reef Trading Corp., a developmental stage
company, Mr. Monahan's duties are to design a computer network as he had done
at Program Trading Corp. and to initiate the expansion of the facilities
needed to grow its business. Mr. Monahan was employed by Onsite Trading Corp,
as a professional trader from December 1995 until April 2000.
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Yanina Wachtfogel is a director nominee and commenced her service as our
President on March 15, 2002. Ms. Wachtfogel is also the Chief Operating Officer
of Callisto Pharmaceuticals, Inc. She is a fellow of the American Heart
Association and member of the American Society of Hematology, American Society
of Thrombosis and Hemostasis. Before joining Callisto Pharmaceuticals, Inc.,
from October 1999 until February 2001, she was Senior Manager of Scientific
Affairs at Bristol-Myers Squibb in the Oncology/Immunology Division where she
established a Medical Science Associate Program in the field of HIV/AIDS.
Previous to that, from February 1996 to October 1999, Ms. Wachtfogel was a
Medical Education Specialist at Merck & Co., Inc. Ms. Wachtfogel spent 13 years
at Temple University Hospital where she directed many clinical research studies,
as well as basic science research, in the Thrombosis Research Center at Temple
University School of Medicine. Her specialties include Thromboembolic Disease
Medicine and HIV/AIDS.
Management is not aware of any family relationships among any of the
directors or director nominees.
There were no events that occurred during the past five years that are
material to an evaluation of the ability or integrity of any director or person
nominated to become a director of the Company.
MANAGEMENT
Set forth below, for each executive officer of the Company, is information
regarding their age as of March 19, 2002, position(s) with the Company, the
period they have served as an officer and any family relationship with any other
director or executive officer of the Company.
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Name Age Position
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Yanina Wachtfogel 44 President and Director Nominee
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Yanina Wachtfogel is a director nominee and commenced her service as
our president on March 15, 2002. Ms. Wachtfogel is also the Chief Operating
Officer of Callisto Pharmaceuticals, Inc. She is a fellow of the American
Heart Association and member of the American Society of Hematology, American
Society of Thrombosis and Hemostasis. Before joining Callisto
Pharmaceuticals, Inc., from October 1999 until February 2001, she was Senior
Manager of Scientific Affairs at Bristol-Myers Squibb in the
Oncology/Immunology Division where she established a Medical Science
Associate Program in the field of HIV/AIDS. Previous to that, from February
1996 to October 1999, Ms. Wachtfogel was a Medical Education Specialist at
Merck & Co., Inc. Ms. Wachtfogel spent 13 years at Temple University
Hospital where she directed many clinical research studies, as well as basic
science research, in the Thrombosis Research Center at Temple University
School of Medicine. Her specialties include Thromboembolic Disease Medicine
and HIV/AIDS. Ms. Wachtfogel has been a visiting research scientist at
several international laboratories, and has published numerous articles in
peer-reviewed journals.
Management is not aware of any family relationships among any of the
executive officers.
There were no events that occurred during the past five years that are
material to an evaluation of the ability or integrity of any executive officer
of the Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the Company's directors or officers, nor any proposed nominee for
election as one of our director, nor any person who beneficially owns, directly
or indirectly, shares carrying more than 10% of the voting rights attached to
our outstanding shares, nor any of our promoters, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or indirect, in
any transaction, in which the amount involved exceeds $60,000, since the date of
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the 1934 Act and the rules thereunder, the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities are required to file with
the Securities and Exchange Commission and The Nasdaq Stock Market, Inc. reports
of their ownership of, and transactions in, the Company's Common Stock. Based
solely on a review of copies of such reports furnished to the Company, or
written representations that no reports were required, the Company believes that
during the fiscal year ended December 31, 2001 its executive officers and
directors complied with the Section 16(a) requirements.
COMMITTEES
The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board held one meeting during the fiscal year ended December 31, 2001.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the total compensation paid or accrued for
the year ended December 31, 2001 for Webtronics, Inc.'s President.
Summary Compensation Table
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Annual Compensation Long Term Compensation
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Awards Payouts
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Securities
Name and Restricted Underlying All Other
Principal Other Annual Stock Options/ LTIP Commpensation
Position Year Salary ($) Bonus ($) Compensaton ($) Award(s)($) SARs (#) Payouts ($) ($)
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Kevin Monahan, 2001 -0- -0- -0- -0- -0- -0- -0-
President,
Secretary,
Treasurer and
Director
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Option Grants for the Year Ended December 31, 2000
The following table sets forth grants of stock options to Webtronics,
Inc.'s President for the year ended December 31, 2001.
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Option Grants in Last Fiscal Year
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Individual Grants
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Percent of
Total
Number of Options
Securities Granted to Exercise
Underlying Employees Price per
Options in Fisca l Share Expiration
Name Granted (#) Year (%) ($/SH) Date
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Kevin Monahan, -0- N/A N/A N/A
President, Secretary,
Treasurer and Director
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Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table provides certain summary information concerning
stock options held as of December 31, 2001 by Webtronics, Inc. President.
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Value of
Unexercised
Unexercised In-The-Money
Common Shares Aggregate Options at Options
Acquired on Value Realized Fiscal Year at Fiscal
Name Exercise (#) ($) End (#) Year-End($)
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Kevin Monahan, -0- N/A N/A N/A
President, Secretary,
Treasurer and Director
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OUTSTANDING STOCK OPTIONS
The Company has not granted any options to purchase Common Stock and does
not have any outstanding options to purchase Common Stock. Accordingly, the
Company's officers and directors do not hold any options to purchase shares of
Common Stock.
Employment Contracts and Directors Compensation
None of the Company's current officers or directors receive any
compensation for their services.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WEBTRONICS, INC.
By: /s/ Yanina Wachtfogel
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Yanina Wachtfogel
President
Dated: March 19, 2002
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