SECURITIES EXCHANGE COMMISSION
Washington, D. C. 20549
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS WITHOUT MEETING
Pursuant to Section 14 (f) of the Securities Exchange Act of 1934
Date of Designation : 10 days after the date of filing of this Notice and
transmittal thereof to the Registrants shareholders.
Commission File number: 0-19064NEMDACO, INC.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction (I.R.S.Employer
of incorporation or organization) Identification Number)
9 Buckskin Road, Bell Canyon, CA91307
(Address of principal Executive Offices, Zip Code)
Registrants telephone number, including area code: (818) 884-4770
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of April 28, 1998, there were 11,675,818 voting shares of the Registrants
$.01 par value common stock outstanding, its only class of voting securities,
each share entitling the holder thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of May 18, 1998 the following persons were known by the Registrant to own or
control beneficially more than five percent of the outstanding $.001 par value
common stock, its only class of voting stock. The table below also sets forth
the total number of shares of the Registrants outstanding voting stock owned
by its officers and directors and by persons designated to become directors.
Name and Address of Number of Shares Owned
Beneficial Owner Beneficially and of Record Percent of Class
William D. Dane 0 0 0%*
Stanley Schulman 9,000 9,000 .0008% .0002%*
Al-Pal, Inc. Minority
Shareholders as a Group,
consisting of 26
shareholders 0 2,472,374* 0 6.74%*
Services Limited 0 2,500,000* 0 6.82%*
STES Quadra Limited 0 2,500,000* 0 6.82%*
Janet J. Cipollo ( 1 ) 0 16,835,359* 0 45.9%*
Randall D. Uselman ( 1 ) 0 673,311* 0 1.84%*
Robert L. Andes ( 1 ) 0 750,000* 0 2.04%*
* Post Transaction (after completion of AL-Pal inc., Acquisition
described herein below)
( 1 ) Director Designee
Changes in Control of Registrant:
On May 12, 1998 the Board of Directors of the Company approved the Asset
Purchase Agreement dated April 17, 1998, between the Company and Al-Pal,
Inc., a Georgia Corporation to acquire all of Al-Pals assets and liabilities
for 20,000,000 million shares of the Companys common stock which consisted of
63.14% of the then outstanding common stock.
Upon the effectiveness of the appointment of Janet J. Cipollo, and Messrs.
Randall Uselman and Robert L. Andes as Directors of the Company the Registrant
will apply to the State of Colorado to have its authorized capital stock
increased from 12,000,000 common voting shares to 100,000,000 million common
voting shares. This increase in authorized capital shares is required by the
Registrant to complete the proposed transaction with Al-Pal of Georgia, Inc.
16,835,359, 45.9% of the common voting shares of the Registrant to be issued
upon the effectiveness of the appointment of Janet J. Cipollo, and Messrs.
Randall Uselman and Robert L. Andes as Directors of the Company, will be
beneficially owned by Andrew Cipollo and Janet J. Cipollo.
The Al-Pal transaction will result in the issuance of 25,000,000 shares
(68.16%) of the registrants common voting stock.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of the Registrant are:
Stanley Schulman Director President and Secretary
William D. Dane Director
Adverse Interests and Legal proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant , nor any associate of the above, is a party adverse to the
Registrant or has a material interest adverse to the Registrant.
(a) Pending non-governmental legal proceedings:
(b)Pending governmental legal proceedings:
In the matter of Nemdaco, Inc., File No. HO-3305
The Securities and Exchange Commission (SEC) pursuant to an SEC formal order
of investigation has commenced an inquiry into, among other things, whether or
not the Company and others, directly or indirectly, in the connection with the
offer, purchase or sale of securities for the Company, may have employed
devices, schemes and artifices to defraud and/or may have engaged in acts,
practices, or courses of business which operate as a fraud regarding the
business activities and prospects of the Company. it is managements opinion
that the investigation is without merit and expect to resolve the inquiry
Identification of Directors to be appointed without shareholder meeting
Upon consummation of the Al-Pal of Georgia transaction, but in no event sooner
then ten days after the filing of this Form and Notice to shareholders Stanley
Schulman one of the present Officers and Director of the Company will resign
effective upon consummation of the transaction.
The persons nominated to be directors of the Registrant and their ages
Janet J. Cipollo 52
Randall Uselman 47
Robert L. Andes 68
There is at this time no formal arrangement for the appointment of persons as
the Registrant following the appointment of the above individuals as directors
of the Registrant. Janet J. Cipollo has been appointed as president and
Secretary Treasure effective June 1, 1998.
The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors of the
Registrant, indicating the principal occupation and employment during that
period by each, and the name and principal business of the organizations by
which they were employed.
Janet J. Cipollo has been the President of Empire Holdings Corporation since
1990. From 1988 to the end of 1990 she was the President of Opticon, Inc., a
consulting and marketing firm based in falls Church, VA and Las Vages , NV.
From 1980 to 1988 Ms. Cipollo was President of Opti-Lab a wholesale supplier
of products to Optical Businesses in Nevada and Southern California. Ms.
Cipollo is an accredited speaker for the Opticians Association of America, the
American Optometric Association, and the Guild of Prescription Opticians. She
has received numerous awards and credits in the field of Optometry.
Randall D. Uselman started and has been the President of J R Dean Company
from April 1996. In 1978 he Co- founded and was President of Uselman
Construction Co., Inc. he sold his interest in Uselman Construction Co 1996.
Mr. Uselman was Vice President and a Member of the Board of Directors of
Absolute Filter, Inc. from 1989 through 1997. Mr. Uselman attended Ricks
Collage, Rexburg Idaho and the University of Colorado at Bolder, Colorado, He
graduated from Brigham Young University in 1977 with a B.A. in communications.
Robert L. Andes has a background in Energy, Insurance, Banking and Real
Estate Development. Mr. Andes was a member of the Board of Western Bank from
1979 to 1982 when he resigned to become the majority shareholder and Chairman
of San Juan Bank until it was merged with First national Bank of Farmington,
NM, in 1988. Mr. Andes was Chairman of the Board and Majority shareholder of
Western States Insurance Company which he sold to - 4 - Four Corners Insurance
in 1986. His Background in the Energy business includes the ownership and
operation of Shiprock Transport from 1985 to 1997 when he sold the Company to
M&R Trucking. Among his real estate ventures Mr. Andes was the Joint Venture
Partner in the acquisition of the Montgomery plaza Mall, Albuquerque NM with
Tramel Crow Associates. He has built and developed numerous large properties in
the Southwestern United States.
No appointee for a director position has been subject of any civil regulatory
proceeding or any criminal proceeding.
Transactions with Management and Others
There were no transactions or series of transactions during the Registrant's
last fiscal year or the current fiscal year, or any currently proposed
transactions or series of transactions of the remainder of the fiscal year, in
which the amount involved exceeds $60,000 and in which to the knowledge of the
Registrant, any director, executive officer, nominee, future director, five
percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct Or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
Al-Pal of Georgia, Inc., 20,000,000* shares are to be issued for all of
Al-Pals assets and Liabilities. 16,835,359, 45.9% of the common voting shares
of the Registrant to be issued upon the effectiveness of the appointment of
Janet J. Cipollo, and Messrs. Randall Uselman and Robert L. Andes as Directors
of the Company, will be beneficially owned by Andrew Cipollo and Janet J.
Euro Capital Services Limited, 2,500,000* for services rendered the company in
its efforts to acquire the SS Vancouver.
STES Quadra Limited, 2,500,000* for services rendered the company in its
efforts to acquire the SS Quadra.
* To be issued upon completion of the Al-Pal transaction.
Shares will be issued to the following shareholders who will own 5% or more of
total shares on consummation of the Al-Pal of Georgia transaction, which is to
be completed upon appointment of Janet J. Cipollo, and Messrs. Randall Uselman
and Robert L. Andes as directors.
Name No. of Shares
Al-Pal of Georgia, Inc. 20,000,000
Euro Capital Services Limited 2,500,000
STES Quadra Limited 2,500,000
Committees of the Board of Directors
The Registrant has no standing audit, nominating and compensation committees of
the Board of Directors, or committees performing Similar functions, nor does it
propose to have the same following the appointment of the new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of Directors during the
current fiscal year, or during the past fiscal year, as necessary for the
reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year, no
executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no
compensation was paid pursuant to a plan, no other type of compensation was
paid, no director received compensation, and no termination of employment and
change of control arrangements were implemented other than those set forth
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: May 13, 1998 NEMDACO, INC.
by:/s/ Stanley Schulman