United Specialties Inc – ‘PRES14C’ for 10/31/00

On:  Thursday, 9/21/00, at 5:19pm ET   ·   For:  10/31/00   ·   Accession #:  1000096-0-629   ·   File #:  0-22783

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Information Statement — Special Meeting   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14C     Preliminary Information Statement                      6     29K 

Document Table of Contents

PRES14C
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION

 Information Statement
 Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Filed by the registrant  |X|                                                    

Filed by a party other than the registrant|_|                                   

Check the appropriate box:                                                      

|X|  Preliminary information statement                                          
|_|  Confidential, for use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
|_|  Definitive information statement                                           

 Osteo Systems, Inc.
----------------------------------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):                              

|X|  No fee required.                                                           

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1)  Title of each class of securities to which transaction applies:            

(2)  Aggregate number of securities to which transaction applies:               

(3)  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):                          

(4)  Proposed maximum aggregate value of transaction:                           

(5)  Total fee paid:                                                            

|_| Fee paid previously with preliminary materials:                             

|_|  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.                   

(1)  Amount Previously Paid:                                                    

(2)  Form Schedule or Registration Statement No.:                               

(3)  Filing Party:                                                              

(4)  Date Filed:                                                                

PRES14C
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 Osteo Systems, Inc.
 2449 Lyric Ave.
 Los Angeles, CA 90027

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 Osteo Systems, Inc.

Dated as of ____________, 2000

To the Stockholders of Osteo Systems, Inc.:                                     

Pursuant to the provisions of the Colorado Business Corporation Act, the        
undersigned, being the Secretary of Osteo Systems, Inc., provides that Notice is
hereby given that the special meeting (the "Meeting") of the stockholders of    
Osteo Systems, Inc. (hereinafter referred to as "OSTEO" and/or the "Company"), a
Colorado corporation, will be held at 1201 N. Pacific Ave., Suite 104, Glendale,
CA 91202, on October __, 2000, at 10:00 a.m., Pacific Daylight Time ("PDT").    

The purpose of this meeting is to consider, discuss, vote and act upon the      
following:                                                                      

o    restating and amending the Company's Articles of Incorporation in order to 
change its name from Osteo Systems, Inc., to "Sattel Global Networks, 
Inc.", and                                                            

o    effecting a 1-for-15 (1:15) reverse stock split in the outstanding shares  
of OSTEO common stock, par value $0.001 per share.                    

Certain officers, directors and affiliates of the Company own in excess of      
50.00% of the Voting Shares of the Company and have advised the Company that    
they intend to vote in favor of the Proposals. Consequently, the Proposals will 
be approved at the Meeting.                                                     

The Board of Directors of the Company believes that the Proposal is in the best 
interest of OSTEO stockholders and recommends its adoption.                     

If there are any questions or further information is required with respect to   
the Proposals, please contact Roland Fink at 1201 N. Pacific Ave., Suite 104,   
Glendale, CA 91202, 818 549-9606.                                               

By order of the Board of Directors,                                             

                                             /s/ Kendall Dorsett
                                                     ---------------------------
                                         KENDALL DORSETT
                                   Secretary
_____________, 2000                                                             

2 

PRES14C
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 INFORMATION STATEMENT

 SPECIAL MEETING OF STOCKHOLDERS
 To be held October __, 2000

OSTEO Systems, Inc.,                                                            
1201 N. Pacific Ave., Suite 104                                                 
Glendale, CA  91202                                                             

                                                           _______________, 2000

GENERAL INFORMATION                                                             

This Information Statement is furnished in connection with a Special Meeting of 
Stockholders called by the Board of Directors (the "Board") of OSTEO Systems,   
Inc. ("OSTEO"), to be held at 1201 N. Pacific Ave., Suite 104, Glendale, CA     
91202, at 10:00 a.m. local time on October 13, 2000, and at any and all         
postponements, continuations or adjournments thereof (collectively the          
"Meeting"). This Information Statement and the accompanying Notice of Special   
Meeting will be first mailed or given to OSTEO's stockholders on or about       
October 2, 2000.                                                                

All shares of OSTEO's common stock, par value $0.001 per share (the "Common     
Stock"), represented in person will be eligible to be voted at the Meeting.     

 WE ARE NOT ASKING FOR A PROXY
 AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

ITEM 1.  DATE, TIME AND PLACE INFORMATION                                       

The enclosed information statement is provided by the Board of OSTEO for use at 
the Special Meeting of Stockholders to be held at 1201 N. Pacific Ave., Suite   
104, Glendale, CA 91202 at 10:00 a.m. on October __, 2000, and at any           
adjournment or adjournments thereof.                                            

BACKGROUND INFORMATION                                                          

A Reorganization Agreement (the "Agreement") was executed on September 11, 2000 
by and among OSTEO, Sattel Global Networks, Inc., a Delaware corporation        
("SATTEL"), Freva Investment Trust, a common law business trust resident in     
California ("FTI"), and certain stockholders of OSTEO representing at           
approximately 57% of the outstanding of the common stock , par value $0.001 per 
share (the "Common Stock") of OSTEO. At the closing of the transactions         
contemplated by the Agreement, the current stockholders of OSTEO will own less  
than 1.5% of the outstanding shares of Common Stock of OSTEO and OSTEO will own 
100% of the existing business of SATTEL and all of the beneficial interests of  
FTI. SATTEL is a satellite based supplier of telephone and internet access      
services to developing countries worldwide. FTI holds certain rights to acquire 
an interest in Sattel.                                                          

1 

PRES14C
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
The respective boards of directors of OSTEO and SATTEL and the Trustee of FTI   
deem it desirable and in the best interests of their respective corporations and
the holders of the beneficial interests of FTI, for OSTEO to acquire the        
outstanding capital stock of SATTEL and all beneficial interests of FTI in      
accordance with the terms of the Agreement (the "Transaction"). Under Colorado  
corporate law and the Articles of Incorporation and Bylaws of OSTEO, no vote of 
the stockholders of OSTEO is required to consummate the Transaction. However,   
two conditions to completion of the Agreement require the approval of OSTEO's   
stockholders and are described in the Proposal. Provided the Proposal is        
approved at the Meeting, the Transaction is expected to close within one week of
the Meeting.                                                                    

PROPOSAL

AMENDMENT TO ARTICLES OF INCORPORATION

The Board of Directors has unanimously approved, and recommends for   
stockholder approval, the restatement and amendment of the Company's Articles of
Incorporation as follows:                                                       

o    restating and amending OSTEO's Articles of Incorporation in order to change
  its name from Osteo Systems, Inc. to "Sattel Global Networks, Inc.", and

o    effecting a 1-for-15 (1:15) reverse stock split in the outstanding shares  
of OSTEO Common Stock.                                                

The restatement and amendment is required to effect the Transaction.  

ITEM 2.  REVOCABILITY OF PROXY                                                  

Not Applicable.                                                                 

ITEM 3.  DISSENTERS' RIGHT OF APPRAISAL                                         

Not Applicable.                                                                 

ITEM 4.  PERSONS MAKING THE SOLICITATION                                        

     The enclosed information statement is distributed by the Board of Directors
(the "Board of Directors") of OSTEO. The cost of distribution will be borne by  
the Company. In addition to the distribution by mail, officers and employees of 
the Company may distribute in person. The Company may reimburse brokers or      
persons holding stock in their names, or in the names of their nominees, for    
their expenses in sending the information statement to the beneficial owners.   

ITEM 5.  INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                

Not Applicable.                                                                 

2 

PRES14C
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
ITEM 6.  VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF                        

Stockholders of record at the close of business on September 18, 2000 (the      
"Record Date") will be entitled to vote at the meeting or any adjournment or    
adjournments thereof. On that date the Company had outstanding 6,150,000 shares 
of Common Stock entitled to one (1) vote per share (the "Voting Shares"). The   
affirmative vote of the holders of a majority of the Company's Voting Shares is 
required to approve the Proposal.                                               

The presence of the holders of a majority of the issued and outstanding Voting  
Shares voting as a single class, entitled to vote at the Meeting is necessary to
constitute a quorum for the transaction of business at the Meeting.             

The following table sets forth certain information regarding beneficial         
ownership of Common Stock as of September 18, 2000 by (i) each person known by  
the Company to own beneficially more than 5% of the outstanding Common Stock,   
(ii) each director, and (iii) all executive officers and directors as a group.  
Each person has sole voting and sole investment or dispositive power with       
respect to the shares shown except as noted.                                    

                                     Number of              Percent of
Name and Address                         Shares Owned         Shares Outstanding
--------------------------------------------------------------------------------

Roland W. Fink (1)(2)                   1,532,640 shares            24.92%      
1201 N. Pacific Ave., Suite 104                                                 
Glendale, CA  91202                                                             

Kendall L. Dorsett (1)(2)               1,532,640 shares            24.92%      
1201 N. Pacific Ave., Suite 104                                                 
Glendale, CA  91202                                                             

Patricia Cudd                             767,320 shares            12.47%      
1120 Lincoln St., Suite 703                                                     
Denver, CO  80203                                                               

Suzanne Sorensen(2)                         8,400 shares             0.14%      
2449 Lyric Avenue                                                               
Los Angeles, CA  90027                                                          

Grey Point Capital, Inc.                  494,890 shares             8.05%      
c/o M. Richard Cutler, Esq.                                                     
610 Newport Center Dr., Suite 800                                               
Newport Beach, CA  92660                                                        

All directors and executive officers                                            
as a group (3 persons)                 3,073,680 shares             49.98%      
---------------------                                                           

(1)      Member of the Board of Directors of the Company.                       
(2)      Executive Officer of the Company.                                      

3 

PRES14C
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
ITEM 7.  DIRECTORS AND EXECUTIVE OFFICERS                                       

Not applicable.                                                                 

ITEM 8.  COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                       

Not applicable.                                                                 

ITEM 9.  INDEPENDENT PUBLIC ACCOUNTANTS                                         

Not applicable.                                                                 

ITEM 10.  COMPENSATION PLANS                                                    

Not applicable.                                                                 

ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE    

Not applicable.                                                                 

ITEM 12.  MODIFICATION OR EXCHANGE OF SECURITIES                                

No action is to be taken by OSTEO with respect to the modification of any class 
of securities of the Company, or the issuance or authorization for issuance of  
securities of the Company in exchange for outstanding securities of the Company.

ITEM 13.  FINANCIAL AND OTHER INFORMATION                                       

Not applicable.                                                                 

ITEM 22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT             

Not applicable.                                                                 

 THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATION
PURPOSES ONLY. NO ACTION ON YOUR PART IS SOUGHT OR REQUIRED.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14C’ Filing		Date		First		Last			Other Filings
For Period End:		10/31/00
		10/13/00		3
		10/2/00		3					DEFS14C
Filed on:		9/21/00
		9/18/00		5
		9/11/00		3
									List all Filings