schedule14_1.htm
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
_______________________________________________
Trist Holdings,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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20-1915083
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification No.)
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PO
BOX 4198
NEWPORT BEACH, CA
92661
(Address
of Principal Executive Offices and Zip Code)
(903)
903-0468
(Registrant’s
Telephone Number, including Area Code)
_______________________________________________
April 12,
2010
Trist Holdings,
Inc.
PO Box
4198
Newport
Beach, CA 92661
(949)
903-0468
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
SCHEDULE
14f-1
Notice of
Change in the
Majority
of the Board of Directors
April 12,
2010
INTRODUCTION
AND CHANGE OF CONTROL
This
Information Statement (this “Information Statement”), is being furnished to all
holders of record of common stock, par value $0.0001 per share (the “Common
Stock”), of Trist Holdings, Inc., a Delaware corporation (“Trist”, “we”, “our”
or the “Company”), at the close of business on April 12, 2010 (the “Record
Date”) in accordance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 promulgated under the
Exchange Act, in connection with an anticipated change in majority control of
Trist’s Board of Directors (the “Board”) other than by a meeting of
stockholders. This Information Statement is being distributed on or
about April 12, 2010.
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.
On March
26, 2010, the Company entered into an Agreement and Plan of Merger (“Merger
Agreement”) with Z&Z Merger Corporation, a Delaware corporation and
wholly-owned subsidiary of Trist (“MergerCo”), and Z&Z Medical Holdings,
Inc., a Delaware corporation (“Z&Z”).
Under the
Merger Agreement, if all conditions are satisfied or waived: (a) MergerCo will
be merged with and into Z&Z; (b) Z&Z will become a wholly-owned
subsidiary of Trist; (c) all holdings of Z&Z shares, warrants and options
will be exchanged (or assumed, in the case of warrants and options) for
comparable securities of Trist; and (d) approximately 98% of the beneficial
ownership of Trist shares (on a fully-diluted basis) will be owned by Z&Z
stockholders, warrant holders and option holders (the “Merger”). Upon
consummation of the Merger, the combined entity will be solely engaged in
Z&Z’s business, Z&Z’s officers will become the officers of Trist and
three of Z&Z’s directors will become members of Trist’s 7-member board of
directors (which will have two vacancies following the Merger).
Section
14(f) of the Exchange Act of 1934 and Rule 14f-1 promulgated thereunder require
the mailing to Trist’s stockholders of record of the information set forth in
this Information Statement at least 10 days prior to the date a change in a
majority of Trist’s directors occurs (otherwise than at a meeting of Trist’s
stockholders). Accordingly, the closing of the transactions
contemplated under the Merger Agreement (“Closing”) and the resulting change in
a majority of Trist’s directors will not occur until at least 10 days following
the mailing of this Information Statement.
VOTING
SECURITIES
As of
April 12, 2010, the Company had 89,239,920 shares of Common Stock, par value
$0.0001 per share, issued and outstanding. Each share of Common Stock
is entitled to one vote. Stockholders of Trist will have the
opportunity to vote with respect to the election of directors at the next annual
meeting of Trist stockholders.
PROPOSED
CHANGE IN CONTROL TRANSACTION
On March
26, 2010, Trist Holdings, Inc., a Delaware corporation (“Trist”), entered into
an Agreement and Plan of Merger (“Merger Agreement”) with Z&Z Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of Trist
(“MergerCo”), and Z&Z Medical Holdings, Inc., a Delaware corporation
(“Z&Z”).
Under the
Merger Agreement, if all conditions are satisfied or waived: (a) MergerCo will
be merged with and into Z&Z; (b) Z&Z will become a wholly-owned
subsidiary of Trist; (c) all holdings of Z&Z shares, warrants and options
will be exchanged (or assumed, in the case of warrants and options) for
comparable securities of Trist; and (d) approximately 98% of the beneficial
ownership of Trist shares (on a fully-diluted basis) will be owned by Z&Z
stockholders, warrant holders and option holders (the “Merger”). Upon
consummation of the Merger, the combined entity will be solely engaged in
Z&Z’s business, Z&Z’s officers will become the officers of Trist and
three of Z&Z’s directors will become members of Trist’s 7-member board of
directors (which will have two vacancies following the Merger).
On April
1, 2010, Trist reported the execution of the Merger Agreement in its Current
Report on Form 8-K and included a copy of the Merger Agreement therein as
Exhibit 2.1. The Merger Agreement is the legal document that governs
the Merger and the other transactions contemplated by the Merger
Agreement. The discussion of the Merger Agreement set forth herein is
qualified in its entirety by reference to the Merger Agreement.
Trist is
authorized to issue 2,000,000,000 shares of common stock, par value $0.0001 per
share. Before the closing of the Merger, Trist’s certificate of
incorporation will be amended to authorize the issuance of up to 108,695,707
shares of Super-Voting Common Stock. Approximately 9.3 shares of
Super-Voting Common Stock will be issued for each outstanding share of Z&Z
common stock pursuant to the Merger. Each such share of Super-Voting
Common Stock will be convertible into 50 shares (subject to proportional
reduction for a contemplated 200-for-1 reverse stock split of Trist’s shares
planned to be effected as soon after the closing of the Merger as related
corporation and securities law requirements are satisfied (the “Reverse Stock
Split”)) of Trist common stock, and will be automatically converted, at such
time as Trist, by virtue of having amended its certificate of incorporation to
effect the Reverse Stock Split, has enough authorized shares to cover all such
conversions. Each Z&Z common share will in effect have been
converted into approximately 2.32 shares of Trist common stock.
The
holders of shares of Super-Voting Common Stock will be entitled to vote together
with the holders of Trist common stock, as a single class, upon all matters
submitted to stockholders for a vote. Each share of Super-Voting Common Stock
will carry a number of votes equal to the number of shares of Trist common stock
issuable as if converted at the record date.
All
existing Z&Z warrants and options will be assumed and replaced by comparable
warrants and options of Trist. For each warrant or option share
purchasable upon exercise of a Z&Z warrant or option, following the Reverse
Stock Split approximately 2.32 shares of Trist common stock will be
purchasable. For each such purchasable share of Trist common stock,
the current warrant or option exercise price will be divided by approximately
2.32. The other terms and conditions of the warrants and options,
including exercise procedures, any vesting requirements and expiration dates,
will remain essentially the same.
The
ownership interests of the Z&Z stockholders and the current Trist
stockholders will be subject to dilution in connection with the reservation of
shares to be issued pursuant to options and other incentive awards to be granted
from time to time after the Merger and the issuance of shares of common stock
upon the conversion and/or exercise of the securities to be issued in the
Capital Raise Transaction (as defined below).
In
connection with the Reverse Stock Split, Trist’s board of directors may, in its
discretion, provide special treatment to certain Trist stockholders to preserve
round lot holders (i.e., holders owning at least 100 shares prior
to
the
Reverse Stock Split) after the Reverse Stock Split. Trist’s board of
directors may elect, in its discretion, to provide such special treatment to the
record holders of Trist’s common stock only on a per certificate basis or more
generally to the beneficial holders of Trist’s common stock. For
example, if Trist’s board determines to provide such special treatment to record
holders only, the record holders of Trist common stock holding a certificate
representing 20,000 or fewer shares of common stock but at least 100 shares of
common stock would receive 100 shares of common stock after the Reverse Stock
Split with respect to each such certificate, and record holders holding a
certificate representing less than 100 shares of common stock would not be
affected and would continue to hold a certificate representing the same number
of shares as such stockholders held before the Reverse Stock
Split. In the alternative, if Trist’s board determines to provide
such special treatment to beneficial holders generally, the beneficial holders
of Trist common stock beneficially holding 20,000 or fewer shares of common
stock but at least 100 shares of common stock would receive 100 shares of Trist
common stock after the Reverse Stock Split, and persons beneficially holding
less than 100 shares of Trist common stock would not be affected by the Reverse
Stock Split and would continue to hold the same number of shares as such
stockholders held before the Reverse Stock Split. The terms and
conditions of special treatment afforded to Trist stockholders to preserve round
lot stockholders, if any, including the record dates for determining which
stockholders may be eligible for such special treatment, will be established in
the discretion of Trist’s board of directors.
Subject
to the closing of the Merger, it is intended that Trist will issue, pursuant to
a proposed Securities Purchase Agreement to be entered into immediately
following the closing of the Merger, 2.5% Senior Secured Convertible Notes,
having a total principal amount of $1,500,000 (the “Notes”), to KOM Capital
Management, LLC, a private investment firm (“KOM”) or its related parties or
assignees (the “Capital Raise Transaction”), to obtain necessary operating
capital to implement Z&Z’s business plan. The Notes will pay 2.5% interest
per annum with a maturity of 4 years after the closing of the Capital Raise
Transaction. No cash interest payments will be required, except that
accrued and unconverted interest shall be due on the maturity date and on each
conversion date with respect to the principal amount being converted, provided
that such interest may be added to and included with the principal amount being
converted.
The
closing of the Capital Raise Transaction will be subject to, among other things:
the filing with the Securities and Exchange Commission of an information
statement under Rule 14(c) under the Exchange Act covering, among other things,
Trist stockholder approval of the Reverse Stock Split; no event that would have
a material adverse effect on Trist’s operations shall have taken place since the
agreement’s signing; and the delivery of required documents by
Trist.
Each Note
will be convertible at any time into Trist common stock at a specified
conversion price, which will initially be $0.38 per share. Immediate
conversion of the Notes would result in the holders receiving 3,947,178 shares
of Trist common stock. Under Common Stock Purchase Warrant
Agreements, the purchasers of the Notes will receive Warrants to purchase up to
1,973,589 shares of Trist common stock at an exercise price equal to $0.38 per
share (the “Warrants”). The Warrants may be exercised on a cashless
basis under which a portion of the shares subject to the exercise are not issued
in payment of the purchase price, based on the then fair market value of the
shares.
All of
Trist’s obligations under the Notes will be secured by first priority security
interests in all of the assets of Trist and of Z&Z, including their
intellectual property, pursuant to a Security Agreement and an Intellectual
Property Security Agreement to be entered into by the Note purchasers. Upon an
event of default under the Notes or such agreements, the Note holders may be
entitled to foreclose on any of such assets or exercise other rights available
to a secured creditor under California and Delaware law. In addition,
under a Subsidiary Guarantee, Z&Z will guarantee all of Trist’s obligations
under the Notes.
The Notes
may not be prepaid, or forced by Trist to be converted in connection with an
acquisition of Trist, except in a limited case more than one year after the Note
issuance where the average Trist stock trading price for 30 days on a national
trading market other than the OTCBB is at least three times the conversion
price, in which event, and subject to the satisfaction of certain other
requirements, the Note holders may elect to receive at least double the unpaid
principal amounts in cash. In such case, there could also be a forced
cashless exercise of the Warrants subject to similar requirements and optional
cash payments to the Warrant holders of at least double the exercise prices of
their Warrants.
The Note
conversion price and the Warrant exercise price will be subject to specified
adjustments for certain changes in the numbers of outstanding shares of Trist
common stock, including conversions or exchanges of such. If Trist
shares are issued, except in specified exempt issuances, for consideration which
is less than the then existing Note conversion or Warrant exercise price, then
such conversion or warrant price will be reduced by anti-dilution
adjustments. For the first $400,000 of such “Dilutive Issuances,” the
reduction will be made on a weighted average basis, taking into account the
relative magnitudes of any Dilutive Issuance relative to the total number of
outstanding shares. However, any further Dilutive Issuance would be
subject to a “full ratchet” adjustment that generally reduces the conversion or
exercise price to equal the price in the Dilutive Issuance, regardless of the
size of the Dilutive Issuance.
Under the
Registration Rights Agreement to be entered into with the Note purchasers, Trist
will be obligated promptly after the consummation of the Capital Raise
Transaction, at its expense (other than to pay the initial filing expense which
will be paid by the purchasers), generally to file, process and keep open a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), covering all shares that are or may be issued upon
conversions of the Notes or exercises of the Warrants, and to qualify resales of
such shares under certain state securities laws. If the registration
statement is not timely filed, it does not become effective within a specified
time or its effectiveness is not maintained as specified in the agreement, Trist
may owe liquidated damage amounts to Note purchasers.
Under the
Securities Purchase Agreement, if Z&Z meets three specified operating
benchmarks during the first twelve months after the closing of the first Note
purchase, an additional $1,500,000 in Note purchases (without Warrants) can be
requested by Trist from the Note purchasers. The determination of
whether Trist has met the benchmarks is solely at the discretion of the Note
holders. If the benchmarks are determined to have been achieved, then
Trist can require the purchasers to make the additional $1,500,000 of Note
purchases. If such benchmarks are not attained in the 12-month
period, then the Note purchasers, in their discretion, during the next two
months may elect to purchase up to $1,500,000 of Notes (without Warrants) having
an initial conversion price which is 25% higher than the conversion price in the
original Notes.
Z&Z
is currently in the final stages of documenting the results of its first
laboratory study, a proof-of-concept animal study performed at UCLA in the
Atherosclerosis Research Laboratory, and believes that the results are
significant in demonstrating the pharmacology recognized in the research
previously conducted in the development of its intellectual
property. Upon completion of the Capital Raise Transaction, Trist and
Z&Z plan on using the proceeds to develop and execute two progressive
laboratory studies at Cedars-Sinai Medical Center and in cooperation with UCLA,
set to commence in May 2010. These studies are expected to cost
approximately $400,000 and take 6-8 months to complete, and an additional 3–4
months to determine the final results. Along with these studies, the
companies plan on using the proceeds from the Capital Raise Transaction to
develop Z&Z’s intellectual property rights, obtain a completed Freedom to
Operate opinion from patent counsel and set up a modest corporate
headquarters. A portion of the proceeds from the Capital Raise
Transaction will also be used to pay $250,000 owed by Trist to the two principal
stockholders of Trist, Woodman Management Corporation and Europa International,
Inc., and to reimburse them for legal and accounting fees and other expenses
incurred by them and Trist in connection with the Merger and the Capital Raise
Transaction.
Pursuant
to the Merger Agreement, at the closing of the Merger, and subject to applicable
regulatory requirements, including the preparation, filing and distribution to
Trist’s stockholders of this Schedule 14(f)-1, Thomas Gardner will become
Trist’s Chief Executive Officer and President and Mark Selawski will be its
Chief Financial Officer and Secretary. Those individuals presently
hold the same offices of Z&Z.
The
directors of Trist will be determined following the closing of the Merger
closing pursuant to the Merger Agreement and a Voting Agreement to be entered
into at the time of the closing (the “Voting Agreement”) by the current Z&Z
directors and officers (known therein as the “Z&Z Stockholders”) and by the
two largest existing stockholders of Trist. Together, such parties to
the Voting Agreement will hold a majority of the outstanding shares of Trist
common stock following the closing of the Merger and under that agreement will
be obligated to vote for the directors determined as described
below. The authorized number of Trist directors will be
seven. Those will initially include three present members of the
Z&Z board of directors—Thomas Gardner, Boris Ratiner and Filiberto
Zadini—whose replacements will be determined under the terms of the Voting
Agreement by
the
holders of a majority of the Trist shares held by the Z&Z
Stockholders. Two other directors will be Gary Freeman, who is
presently a member of the Trist board of directors, and Chaim Davis, and their
replacements will be determined under the Voting Agreement by the holders of a
majority of the Trist shares held by purchasers of Notes in the Capital Raise
Transaction. The final two directors, and their replacements, will be
determined jointly by the holders of a majority of the outstanding shares held
by the Z&Z Managers and by the holders of a majority of the shares held by
purchasers of Notes in the Capital Raise Transaction.
Additional
information concerning Thomas Gardner, Mark Selawski, Boris Ratiner, Filiberto
Zadini and Chaim Davis is included in this Schedule 14(f)-1.
In the
Merger Agreement, Z&Z and Trist have each made standard and customary
representations and warranties to each other, and standard covenants regarding
the conduct of their respective operations pending the closing of the
Merger. The Companies’ obligations to consummate the Merger are
subject to certain conditions, any of which may be waived.
Conditions
to either side closing include, without limitation:
·
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Trist
and the applicable purchasers shall have entered into a binding agreement
for the purchase of $1.5 million of Trist’s senior secured convertible
notes in the Capital Raise Transaction, with the purchase price having
been funded into an escrow account;
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·
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The
Voting Agreement shall have been entered
into;
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·
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Since
the date of the Merger Agreement, there shall have been no event(s) that
could reasonably be expected to have a material adverse effect on the
other party;
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·
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Trist
shall have obtained a directors and officers liability policy covering its
officers and directors providing at least $5 million of coverage;
and
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·
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The
closing shall have taken place by April 30,
2010.
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Trist’s
obligation to close the Merger will be subject to the further conditions that,
without limitation:
·
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Z&Z
shall have delivered finally approved audited financial
statements;
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·
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The
merger shall have been approved by the holders of at least 90% of
Z&Z’s outstanding shares; and
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·
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No
Z&Z stockholder shall have demanded to exercise statutory appraisal
rights with respect to the Merger.
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Trist and
Z&Z have each agreed to continue to operate their business in the ordinary
course prior to the Exchange.
The
Merger Agreement may be terminated as follows: (i) by mutual consent, (ii) by
either party if any governmental entity shall have issued an order or taken any
other action permanently enjoining or prohibiting the Merger, and such order
shall have become final and nonappealable, (iii) by either party if the Merger
is not consummated by April 30, 2010 (other than as a result of the failure of
the Party seeking to terminate to perform its obligations), (iv) by either party
if an event having a material adverse effect on the other party shall have
occurred, (v) by either party if the other is in material breach of any
representation, warranty, covenant or agreement, or (vi) by Trist if Z&Z
stockholders do not approve and adopt the Merger. In the event of termination,
both parties are responsible for their expenses, except that Z&Z shall be
reimbursed by Woodman Management Corporation for up to $50,000 of its expenses
if Z&Z terminates the Merger Agreement due to a breach or misrepresentation
by or material adverse effect on Trist. If Trist shall terminate the
Merger Agreement due to the failure of the closing to have occurred by April 30,
2010 (provided that any delay shall not have been a result of the failure of
Trist to perform its pre-closing obligations under the Merger Agreement), a
breach or misrepresentation by Z&Z, the occurrence of a material adverse
effect on Z&Z or a failure of at least 90% of Z&Z’s stockholders to
approve the Merger, or if either side terminates dues to a governmental entity
issuing an order or ruling or taking an action permanently prohibiting the
Merger, and Z&Z consummates a debt or equity financing of at least $500,000
within six months following such termination, then Z&Z shall reimburse the
costs and fees of certain parties related to Trist in an aggregate amount not to
exceed $150,000.
The
directors of Trist have approved the Merger Agreement and the transactions
contemplated thereunder. The directors of Z&Z and the holders of
approximately 93.1% of the outstanding shares of Z&Z have approved the
Merger Agreement and the transactions contemplated thereunder.
The
issuance of the Notes, Warrants, shares of Super-Voting Common Stock to the
Z&Z stockholders in the Merger and, upon conversion or exercise of such
Notes, Warrants and/or shares of Super-Voting Common Stock, the shares of Trist
common stock issuable upon such conversion or exercise (“Conversion Shares”), is
intended to be exempt from registration under Rule 506 promulgated under the
Securities Act.
BUSINESS
OF TRIST
Trist is
currently a shell company with nominal assets.
BUSINESS
OF Z&Z
Z&Z
Medical Holdings, Inc. was incorporated as a Delaware corporation on November
30, 2009. On March 3, 2010, Z&Z Medical Holdings, Inc., a Nevada
corporation, was merged into Z&Z (Delaware). Z&Z (Delaware) at that time
was assigned and assumed all of the assets and liabilities of Z&Z (Nevada)
by operation of law, and all outstanding shares, and warrants and options to
acquire shares, of Z&Z (Nevada) were exchanged for the same number and types
of Z&Z (Delaware) shares, warrants and options. Historical
references below to “Z&Z” refer to Z&Z (Nevada) before March 3,
2010.
Z&Z
has exclusive rights to certain intellectual property rights ("IP") consisting
of pharmological compounds and delivery systems for the treatment of
cardiovascular disease. Z&Z’s exclusive rights to the IP are derived through
assignment agreements by and between Z&Z and its founders Giorgio Zadini and
Filiberto Zadini. Z&Z plans to develop commercial relationships with third
parties for the development, marketing and sale of products based on the IP and
to derive revenue through the licensing of the IP. Prior to entering into such
licensing agreements, Z&Z plans to further establish the curative aspects of
and the licensing value of the IP reflective of the global market size and
impact that its patents-pending pharmacological compounds and delivery systems
will have on the world’s largest healthcare market, the cardiovascular diseases
market.
Z&Z’s
research indicates that Z&Z’s patents-pending pharmacological compounds have
both curative properties (i.e. properties capable of causing regression of
existing plaques) and prophylactic properties in a number of cardiovascular
diseases. Z&Z’s proprietary pharmacological compounds cause a process called
delipidization, i. e. removal of fatty compounds (including cholesterol of
atherosclerotic plaques) from the body’s arteries and from other
tissues. Z&Z is currently in the final stages of documenting the
results of its first laboratory study, a proof-of-concept animal study performed
at UCLA in the Atherosclerosis Research Laboratory, and believes that the
results are significant in demonstrating the pharmacology recognized in the
research previously conducted in the development of its intellectual
property. Upon completion of the Capital Raise Transaction, Trist and
Z&Z plan on using the proceeds to develop and execute two progressive
laboratory studies at Cedars-Sinai Medical Center and in cooperation with UCLA,
set to commence in May 2010. These studies are expected to cost
approximately $400,000 and take 6-8 months to complete, and an additional 3–4
months to determine the final results.
Z&Z’s
executive offices are located at 14 Chantonnay, Laguna Niguel, CA
92677.
While
Z&Z’s management believes that it has the opportunity to be successful in
the pharmacological industry, there can be no assurance that Z&Z will be
successful in accomplishing its business initiatives, or that it will be able to
achieve any significant levels of revenues, or recognize net income, from the
sale of its products and services.
DIRECTORS
AND OFFICERS
PRIOR
TO THE CHANGE OF CONTROL
The
following table sets forth information regarding the Company’s executive
officers and directors prior to the Change of Control. All directors
serve until the next annual meeting of stockholders or until their successors
are elected and qualified. Officers are elected by the Board and
their terms of office are at the discretion of the Board.
Trist has
a two person Board of Directors, none of whom are employees or affiliates of the
Company. In addition, the Company has formed an Audit Committee, effective July
12, 2006, comprised of Gary Freeman and Lee Mendelson, the two non-affiliate
directors of the Company. Mr. Freeman serves as the audit committee financial
expert for the Committee.
Name
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Age
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Position
Held and Tenure
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Gary
Freeman
|
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42
|
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Director
since July 2007
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|
|
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Lee
Mendelson
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38
|
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Director
since July 2007
|
|
|
|
|
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Eric
Stoppenhagen
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36
|
|
President,
Secretary and Chief Financial Officer since September
2007
|
Biographical
Information
Gary Freeman, Director. Mr.
Freeman has served as a director of the Company since July 2007. Mr. Freeman is
currently a Partner in Beach, Freeman, Lim & Cleland’s Audit and Accounting
services division. In conjunction with various consulting engagements, Mr.
Freeman has assumed interim senior level management roles at numerous public and
private companies during his career, including Co-President and Chief Financial
Officer of Trestle Holdings, Inc., Chief Financial Officer of Silvergraph
International and Chief Financial Officer of Galorath Incorporated. Mr. Freeman
served as a member of the Board of Directors of Blue Holdings, Inc., Trestle
Holdings, Inc. and GVI Security Solutions, Inc. Mr. Freeman’s previous
experience includes ten years with BDO Seidman, LLP, including two years as an
Audit Partner.
Lee Mendleson, Director. Mr.
Mendelson has served as a director of the Company since July 2007. Mr. Mendelson
is the Founder and Managing Attorney of Mendelson Law Group where his practice
is focused on representing creditors in retail and commercial
litigation. Mr. Mendelson is active in several commercial law
associations and publications.
Eric Stoppenhagen. Mr.
Stoppenhagen, through his consulting company, Venor Consulting, Inc., provides
financial and management services to small to medium-sized companies that either
are public or desire to become public. He provides temporary CFO services to
these companies, which includes as transaction advice, preparation of security
filings and advice regarding compliance with corporate governance requirements.
Mr. Stoppenhagen has more than ten years of financial experience having served
in an executive capacity for several public and private companies, including as
Vice President of Finance and subsequently Interim President of Trestle
Holdings, Inc. from 2003 to 2009; Interim President of
WoozyFly, Inc. from 2009 to 2010; Interim President of Trist Holdings, Inc. from
2007 to 2010; CFO and Director of AuraSource, Inc. from 2008 to 2010; CFO of
GetFugu, Inc. in 2009; and, CFO of Jardinier Corp. from 2007 to 2008. Mr.
Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and
Masters of Business Administration both from George Washington University.
Additionally, he holds a Bachelor of Science in Finance and a Bachelor of
Science in Accounting both from Indiana University.
CORPORATE
GOVERNANCE
PRIOR
TO THE CHANGE IN CONTROL
Committees
of the Board of Directors
Nominating
and Compensation Committees
The Board does not have a nominating or
compensation committee at this time.
The Board does not have a nominations
committee because the Board does not believe that a defined policy with regard
to the consideration of candidates recommended by shareholders is necessary at
this time because it believes that, given the limited scope of the Company’s
operations, a specific nominating policy would be premature and of little
assistance until the Company’s business operations are at a more advanced
level. There are no specific, minimum qualifications that the Board
believes must be met by a candidate recommended by the
Board. Currently, the entire Board decides on nominees, on the
recommendation of any member of the Board, followed by the Board's review of the
candidates’ resumes and interviews of candidates. Based on the
information gathered, the Board then makes a decision on whether to recommend
the candidates as nominees for director. The Company does not pay any
fee to any third party or parties to identify or evaluate or assist in
identifying or evaluating potential nominees.
The Board
does not have a compensation committee and is not required to have such a
committee because the Company is not a “listed company” under SEC
rules. The Company is currently a shell company with nominal assets,
no employees and no active business operations. Its business plans
are to seek a private operating company with which to merge or to complete a
business combination in a reverse merger transaction. As such, the
Company has no formal compensation program for its executive officers, directors
or employees.
Audit
Committee
The Audit
Committee includes at least one member who is determined by the Board to meet
the qualifications of an “audit committee financial expert” in accordance with
SEC rules, excluding the requirement that the person meets the relevant
definition of an “independent director.” Mr. Freeman is the director
who has been determined to be an audit committee financial expert. Stockholders
should understand that this designation is a disclosure requirement of the SEC
related to Mr. Freeman’s experience and understanding with respect to certain
accounting and auditing matters. The designation does not impose on Mr. Freeman
any duties, obligations or liability that are greater than are generally imposed
on him as a member of the Audit Committee and Board of Directors, and his
designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other
member of the Audit Committee or the Board of Directors. Mr. Freeman is an
independent director.
Certain
Legal Proceedings
To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
•
|
the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
|
•
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
•
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
•
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
Code
of Ethics
The
Company has adopted a Code of Ethics that applies to its principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of the Company’s
Code of Ethics may be obtained free of charge by contacting the Company at the
address or telephone number listed on the cover page hereof.
Director
Independence
Our board
of directors currently consists of two members: Gary Freeman and Lee
Mendelson.
We do not
have a separately designated compensation or nominating committee of our board
of directors and the functions customarily delegated to these committees are
performed by our full board of directors. We are not a “listed
company” under SEC rules and are therefore not required to have separate
committees comprised of independent directors. We have, however,
determined that Gary Freeman and Lee Mendelson are “independent” as that term is
defined in Section 4200 of the Marketplace Rules as required by the NASDAQ Stock
Market.
Shareholder
Communications
There has
not been any defined policy or procedure requirements for stockholders to submit
recommendations or nomination for directors. The Board does not believe that a
defined policy with regard to the consideration of candidates recommended by
stockholders is necessary at this time because it believes that, given the
limited scope of the Company’s operations, a specific nominating policy would be
premature and of little assistance until the Company’s business operations are
at a more advanced level. There are no specific, minimum qualifications that the
Board believes must be met by a candidate recommended by the Board. Currently,
the entire Board decides on nominees, on the recommendation of any member of the
Board followed by the Board’s review of the candidates’ resumes and interview of
candidates. Based on the information gathered, the Board then makes a decision
on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.
The
Company does not have any restrictions on shareholder nominations under its
certificate of incorporation or by-laws. The only restrictions are those
applicable
generally under Delaware
corporate law and the federal proxy rules, to the extent such rules are or
become applicable. The Board will consider suggestions from individual
shareholders, subject to evaluation of the person's merits. Stockholders may
communicate nominee suggestions directly to the Board, accompanied by
biographical details and a statement of support for the nominees. The suggested
nominee must also provide a statement of consent to being considered for
nomination. There are no formal criteria for nominees.
The Board
has determined not to adopt a formal methodology for communications from
shareholders on the belief that any communication would be brought to the
Board’s attention by the Company’s sole officer, Eric Stoppenhagen.
Meetings
of the Board of Directors and Committees
The Board
took a number of actions by written consent of all of the directors during the
year ended December 31, 2009. Such actions by the written consent of all
directors are, according to Delaware corporate law and the Company’s by-laws,
valid and effective as if they had been passed at a meeting of the directors
duly called and held. The Company's directors and officers do not receive
remuneration from the Company unless approved by the Board or pursuant to an
employment contract. No compensation has been paid to the Company's directors
for attendance at any meetings during the last fiscal year.
RELATED
PERSON TRANSACTIONS
On December 31, 2007, we executed a
$500,000 Demand Promissory Note (the “Demand Note”) payable to Landbank
Acquisition LLC (“Landbank”), with simple interest on the unpaid principal from
the date of the note at the rate of eight percent (8%) per
annum. Landbank was related to the Company through common major
stockholders. The Note was due on demand.
On
October 19, 2009, we entered into a Revolving Promissory Note (the “Revolving
Note”) with Landbank. Under the terms of the Revolving Note,
Landbank agreed to advance to the Company, from time to time and at the request
of the Company, amounts up to an aggregate of $500,000 until October 19,
2010. All advances shall be paid on or before October 19, 2010 and
interest shall accrue from the date of any advances on any principal amount
withdrawn, and on accrued and unpaid interest thereon, at the rate of eight
percent (8%) per annum, compounded annually. The Company’s
obligations under the Revolving Note will accelerate upon a bankruptcy event of
the Company, any default by the Company of its payment obligations under the
Revolving Note or the breach by the Company of any provision of any material
agreement between the Company and the noteholder. At December 31,
2009 and 2008, $356,518 and $149,620 was deemed outstanding under the Revolving
Note, respectively.
On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between Landbank, Woodman Management Corporation (“Woodman”) and Europa
International, Inc. (“Europa” and together with Woodman, each a “Purchaser”),
Landbank sold to Woodman and Europa an aggregate of 79,311,256 shares of Company
common stock as well as all notes and liabilities due Landbank from the Company
in exchange for aggregate cash consideration equal to $165,000 (the
“Sale”).
The Sale
resulted in a change in control of the Company whereby each Purchaser acquired
39,655,628 shares of Company common stock, which shares represent, 44.43%
individually, or 88.9% in the aggregate, of the Company’s outstanding common
stock. Each Purchaser also became a party to the Company’s
Registration Rights Agreement dated December 31, 2007 between the Company and
Landbank.
In
connection with the Sale, the Revolving Note was cancelled, and new notes (the
“Replacement Notes”) were issued by the Company to Woodman and Europa on October
19, 2009. The Replacement Notes contain identical terms and conditions to the
Note, except that each Replacement Note provides that the noteholder will
advance up to $250,000. As of the date of the Replacement Notes,
$168,259 was deemed outstanding under each Replacement Note. Also as part
of the Sale, the Demand Note was cancelled and new notes (the “Replacement
Demand Notes”) were issued by the Company to the Purchasers. The
Replacement Demand Notes contain identical terms and conditions to the Demand
Note, except that each Replacement Demand Note was issued in the principal
amount of $250,000.
On September 27, 2007, the Company
entered into a Consulting Agreement with Venor Consulting, Inc. (“Venor”), a
company owned by Mr. Stoppenhagen. Under the terms of the consulting
agreement, Venor will perform certain consulting services for the Company with
respect to, among other things, the provision of executive services (including,
without limitation, the services of Mr. Eric Stoppenhagen, the Company's Interim
President and Secretary) for a period of nine months. This contract
is currently terminable at will. The Company will pay Venor a monthly
fee for certain of the services to be provided, with additional services to be
billed at an hourly rate.
Other
than the above transactions or as otherwise set forth in this Information
Statement or in any reports filed by the Company with the SEC, there have been
no related party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 of Regulation S-K. The Company is
currently not a subsidiary of any company.
The
Company’s Board conducts an appropriate review of and oversees all related party
transactions on a continuing basis and reviews potential conflict of interest
situations where appropriate. The Board has not adopted formal
standards to apply when it reviews, approves or ratifies any related party
transaction. However, the Board believes that the related party
transactions are fair and reasonable to the Company and on terms comparable to
those reasonably expected to be agreed to with independent third parties for the
same goods and/or services at the time they are authorized by the
Board.
Director
Independence
In
conjunction with the preparation of this Schedule 14f-1, using the definition of
“independence” established by the NASDAQ Stock Market, we have evaluated all
relationships between each director and the Company.
Based on
the foregoing definition, we have determined that two of our directors, Mr.
Freeman and Mr. Mendelson, currently meet the definition of an “independent”
director under the standards established by NASDAQ. We do not currently have a
nominating or compensation committee.
Our Board
of Directors will continually monitor the standards established for director
independence under applicable law or listing requirements and will take all
reasonable steps to assure compliance with those standards.
DIRECTORS
AND OFFICERS
AFTER
THE CHANGE OF CONTROL
It is
anticipated that, effective as of the Closing, the current officer and one of
the current directors of the Company will resign and the persons discussed below
will be appointed as the new officers and directors of the
Company. The directors of the Company will be determined following
the Closing pursuant to the Merger Agreement and the Voting Agreement by the
current Z&Z directors and officers (known therein as the “Z&Z
Stockholders”) and by the two largest existing stockholders of
Trist. Together, such parties to the Voting Agreement will hold a
majority of the outstanding shares of Trist common stock following the closing
of the Merger and under that agreement will be obligated to vote for the
directors determined as described below. The authorized number of
Trist directors will be seven. Those will initially include three
present members of the Z&Z board of directors—Thomas Gardner, Boris Ratiner
and Filiberto Zadini—whose replacements will be determined under the terms of
the Voting Agreement by the holders of a majority of the Trist shares held by
the Z&Z Stockholders. Two other directors will be Gary Freeman,
who is presently a member of the Trist board of directors, and Chaim Davis, and
their replacements will be determined under the Voting Agreement by the holders
of a majority of the Trist shares held by purchasers of Notes in the Capital
Raise Transaction. The final two directors, and their replacements,
will be determined jointly by the holders of a majority of the outstanding
shares held by the Z&Z Managers and by the holders of a majority of the
shares held by purchasers of Notes in the Capital Raise
Transaction.
Officers will be elected by the Board
and their terms of office are at the discretion of the Board. Based
on information provided by Z&Z, there is no family relationship between any
of the proposed directors or executive officers.
Name
|
|
Age
|
|
Position
|
Thomas Gardner
|
|
56
|
|
Chief
Executive Officer, President and Director
|
Mark
Selawski
|
|
54
|
|
Chief
Financial Officer and Secretary
|
Filiberto
Zadini, MD
|
|
57
|
|
Director
|
Boris
Ratiner, MD
|
|
42
|
|
Director
|
Gary
Freeman
|
|
42
|
|
Director
|
Chaim
Davis
|
|
30
|
|
Director
|
|
|
|
|
|
Based on information provided by
Z&Z, the following biographical information on the directors and officers of
the Company after the Change of Control is presented below:
Thomas Gardner, 56, has been
the Chief Executive Officer, the President and a director of Z&Z since its
formation in December 2009. He held the same positions with Z&Z
(Nevada) from December 2006 until its merger into Z&Z (Delaware) in March
2010. Since September 2008, he also has been the President of PhyGen
LLC, which designs, manufactures and sells instruments and implants for spine
surgery. He is a senior medical industry executive with twenty-six
years experience in healthcare. He has extensive hands-on experience
with successful start-up ventures, having helped found six healthcare companies,
three of them publicly traded. He has served as President/CEO of
Urogen, a San Diego-based Biotech company, President of Endocare, an Orange
County-based urologic products company, President/CEO of AutoCath, an Orange
County based vascular access company, and Executive Vice President of Medstone
International, a publicly traded Orange County medical products
company.
Filiberto Zadini, MD, 57, has
been a director of Z&Z since December 2009. He was a director and
V.P. of Research & Development for Z&Z Nevada from December 2006 until
March 2010. He is one of the co-inventors of Z&Z’s core
technologies. He had a past training in Neurosurgery in Italy and is
currently in private general medicine practice in the San Fernando Valley in
southern California. He holds, as co-author with Giorgio Zadini, 27
issued U.S. patents.
Boris Ratiner, MD, 42, has
been a director of Z&Z since December 2009. He was a director of
Z&Z Nevada from December 2006 until March 2010. He received an
Advanced Bachelors degree in Chemistry at Occidental College in Los
Angeles. He then attended Medical School at LSU in New Orleans,
followed by an Internal Medicine Residency and Rheumatology Fellowship at the
University of California San Francisco (UCSF). He is Board Certified
in Internal Medicine and Rheumatology and is in private practice in Tarzana,
California. He is the medical director and founder of Rheumatology
Therapeutics, where he leads a team of 23 staff members that care for patients
with Arthritis and Autoimmune Diseases. He also serves on the board
of the San Fernando Valley Branch of the Arthritis Foundation and is the Program
Director for the Southern CA Rheumatism Society. He is a founder and
active board member of 4Medica, a successful medical informatics company that he
co-founded in 1999. He is also a Clinical Instructor of Medicine at
the David Geffen School of Medicine at the University of California Los Angeles
(UCLA), a teaching attendant with the Cedars-Sinai's Division of Rheumatology
and an instructor at the Northridge Family Medicine Teaching
Program. He is an active clinical investigator and is actively
involved in trials of new medications for gout, lupus, rheumatoid arthritis,
osteoarthritis, psoriatic arthritis, ankylosing spondylitis and
fibromyalgia. He is published in peer-reviewed papers, abstracts and
textbooks. He is a frequent speaker at local hospitals to physicians
on Rheumatology related diseases. He has authored several book
chapters on osteoarthritis and research papers on Hepatitis C
arthritis.
Mark Selawski, 54, joined
Z&Z in January 2010 as Chief Financial Officer. He became its
Secretary in March 2010. From 2004 to 2009 he served as Chief
Financial Officer of United Polychem, Inc., a privately held petrochemical
distribution company. From 1988 to 2004, he held several positions at
Medstone International, during the last 9 years being the Vice
President-Finance, Chief Financial Officer and Corporate
Secretary. Medstone was a NASDAQ-listed capital medical device
manufacturer dedicated to urology products. Before joining Medstone,
he held various financial positions with a number of manufacturing and high-tech
companies in southern California. He holds a Bachelor of Science in
Accounting from Bowling Green State University.
Gary Freeman, 42, has served
as a director of Trist since July 2007. He will serve as a director
appointee of KOM under the terms and conditions of the Voting Agreement entered
into in connection with the Merger. He is currently a Partner in
Beach, Freeman, Lim & Cleland’s Audit and Accounting services
division. In conjunction with various consulting engagements, he has
assumed interim senior level management roles at numerous public and private
companies during his career, including Co-President and Chief Financial Officer
of Trestle Holdings, Inc., Chief Financial Officer of Silvergraph International
and Chief Financial Officer of Galorath Incorporated. He served as a
member of the Board of Directors of Blue Holdings, Inc., Trestle Holdings, Inc.
and GVI Security Solutions, Inc. His previous experience includes ten
years with BDO Seidman, LLP, including two years as an Audit
Partner.
Chaim Davis, 30, will serve as a director
appointee of KOM under the terms and conditions of the Voting Agreement entered
into in connection with the Merger. He is currently the Managing
Partner of Revach Fund L.P., an investment fund focused on life science
industries. He is also currently serving as a healthcare industry
consultant to KOM Capital Management, LLC (both in connection with the Merger
and with other matters) (from November 2009) and to Gem Asset Management (from
February 2007). He served as an Account Executive at Perry Davis
& Associates from June 2004 through February 2007, and as a Healthcare
Analyst at The Garnet Group from April 2001 through June 2004. He
received his bachelor's degree from Columbia University.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information regarding beneficial ownership of our common stock as of April 12,
2010 by (i) each person who "beneficially" owns more than
5% of all outstanding shares of our common stock, (ii) each director and the
executive officer identified above, and (iii) all directors and executive
officers as a group.
Title
of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership (1)
|
|
Percent
of Class (2)
|
Common
|
|
Woodman
Management Corporation (3)
PO
BOX 4198,
Newport
Beach, CA 92661
|
|
39,655,628
|
|
44.43%
|
Common
|
|
Europa
International, Inc. (3)
PO
BOX 4198,
Newport
Beach, CA 92661
|
|
39,655,628
|
|
44.43%
|
Common
|
|
Directors
and Executive Officers as a
Group
(3 persons)
(4)
|
|
*
|
|
*
|
|
*
|
Less than
1%.
|
|
(1)
|
"Beneficial
Owner" means having or sharing, directly or indirectly (i) voting power,
which includes the power to vote or to direct the voting, or (ii)
investment power, which includes the power to dispose or to direct the
disposition, of shares of the common stock of an issuer. The definition of
beneficial ownership includes shares, underlying options or warrants to
purchase common stock, or other securities convertible into common stock,
that currently are exercisable or convertible or that will become
exercisable or convertible within 60 days. Unless otherwise indicated, the
beneficial owner has sole voting and investment power.
|
|
|
|
(2)
|
Percentages
are based on 89,239,920 shares of common stock issued and outstanding as
of March 26, 2010.
|
|
(3)
|
On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between Landbank, the Company’s former majority stockholder, and Woodman
and Europa, Landbank sold to Woodman and Europa an aggregate of 79,311,256
shares of Company common stock as well as all notes and liabilities due
Landbank from the Company in exchange for aggregate cash consideration
equal to $165,000. This resulted in a change in control of the
Company whereby each Purchaser acquired 39,655,628 shares of Company
common stock, which shares represent, 44.43% individually, or 88.9% in the
aggregate, of the Company’s outstanding common stock. Each
Purchaser also became a party to the Company’s Registration Rights
Agreement dated December 31, 2007 between the Company and
Landbank.
|
|
(4)
|
Messrs,
Freeman, Mendelson, and Stoppenhagen have no beneficial ownership in the
Company.
|
The
following table sets forth information regarding the beneficial ownership of the
common stock of Z&Z as of March 26, 2010, and the pro forma beneficial
ownership of the common stock of Trist after the Merger, by:
·
|
Each
of the directors and officers of Z&Z (who are the only stockholders
beneficially owning more than 5% of its outstanding
shares);
|
·
|
All
such Z&Z directors and officers as a
group;
|
·
|
Each
individual who has been designated in the Merger Agreement to be a
director or officer of Trist immediately after the Merger
closing;
|
·
|
All
of such designated Trist officers and directors as a
group;
|
·
|
All
Z&Z security holders before the Merger as a group;
and
|
·
|
All
Trist stockholders before the Merger as a
group.
|
The pro
forma Trist beneficial ownership information below assumes that, upon the
closing of the Merger: (1) the 9,873,050 shares of Z&Z common
stock (the number outstanding on the date of this Statement) are converted into
91,581,633 shares of Trist Super-Voting Common Stock pursuant to the Merger; (2)
the 200-for 1 Reverse Stock Split of Trist common stock is effected immediately;
(3) each such share of Trist Super Voting Common Stock is immediately converted
into .25 shares of Trist common stock; and (4) all Z&Z shares purchasable
immediately before the Merger closing upon exercises of outstanding Z&Z
warrants and options will be replaced when such warrants and option are assumed
by Trist upon the Merger closing by the types and numbers of shares into which
those Z&Z shares would have been converted if they had been exercised
immediately before the Merger closing. The pro forma Trist figures
reflect share numbers after completion of such conversions and the Reverse Stock
Split.
Beneficial
Ownership of Z&Z Common Stock on March 26, 2010
|
Beneficial
Ownership of Trist Common Stock
after
Closing of Merger
|
Name
and Address(1)
of
Beneficial Owner
|
Amount
of
Beneficial
Ownership
|
Percentage
of
Outstanding Common
Stock
|
Amount
of Beneficial Ownership
|
Percentage
of Outstanding Common
Stock
|
Georgio
Zadini(2)
|
2,760,000
|
28.0%
|
6,375,600
|
27.2%
|
Filiberto
Zadini(3)
|
2,760,000
|
28.0%
|
6,375,600
|
27.2%
|
Thomas
Gardner(4)
|
1,408,050
|
14.3%
|
3,252,596
|
13.97%
|
Boris
Ratiner(5)
|
1,300,000
|
12.5%
|
3,003,000
|
12.0%
|
Mark
Selawski(6)
|
18,611
|
*
|
42,991
|
*
|
All
current directors and officers of Z&Z as a group (5 above
individuals)(7)
|
8,426,661
|
80.0%
|
19,049,787
|
77.0%
|
Gary
Freeman(8)
|
|
|
0
|
*
|
Chaim
Davis(9)
|
|
|
0
|
*
|
6
individuals designated in Merger Agreement to be Trist directors and
officers(10)
|
|
|
12,674,187
|
51.9%
|
All
Z&Z holders of securities before Merger as a group(11)
|
11,486,661
|
100.0%
|
26,637,341
|
98.0%
|
All
Trist stockholders before Merger as a group
|
|
|
554,570
|
2.0%
|
*Percentage
information is omitted because any beneficially-owned shares represent less than
1% of the outstanding shares
|
(1)
|
Unless
otherwise indicated, the business address of each individual named is 2301
Dupont, Suite 525, Irvine, CA
92612.
|
|
(2)
|
Is
present director of Z&Z.
|
|
(3)
|
Is
present director of Z&Z and will be director of Trist after
Merger.
|
|
(4)
|
Is
present director and officer of Z&Z and will be director and officer
of Trist after Merger.
|
|
(5)
|
Is
present director of Z&Z and will be director of Trist after Merger.
Includes 650,000 Z&Z shares and 1,507,350 Trist shares issuable upon
exercises of presently outstanding
warrants.
|
|
(6)
|
Is
present officer of Z&Z and will be officer of Z&Z after the
Merger. Includes 13,611 Z&Z shares and 31,564 Trist shares issuable
upon exercises of presently outstanding stock
options.
|
|
(7)
|
Includes
650,000 Z&Z shares and 1,507,350 Trist shares issuable upon exercises
of presently outstanding warrants and 13,611 Z&Z shares and 31,564
Trist shares issuable upon exercises of presently outstanding stock
options.
|
|
(8)
|
Based
on information available to us as of March 26, 2010. Will be
director of Trist after Merger. Business address is c/o Trist
Holdings, Inc., P.O. Box 4198, Newport Beach, CA
92661.
|
|
(9)
|
Based
on information available to us as of March 26, 2010. Will be
director of Trist after Merger. Business address is c/o Trist
Holdings, Inc., P.O. Box 4198, Newport Beach, CA
92661.
|
|
(10)
|
Includes
650,000 Z&Z shares and 1,507,350 Trist shares issuable upon exercises
of presently outstanding warrants and 13,611 Z&Z shares and 31,564
Trist shares issuable upon exercises of presently outstanding stock
options.
|
|
(11)
|
Includes
1,600,000 Z&Z shares and 3,710,368 Trist shares issuable upon
exercises of presently outstanding warrants and 13,611 Z&Z shares and
31,564 Trist shares issuable upon exercises of presently outstanding stock
options.
|
The following table shows such pro
forma beneficial ownership information for Trist common stock assuming the
concurrent issuances of the senior secured convertible notes and warrants
pursuant to the Capital Raise Transaction.
Group
of
Beneficial Owners
|
Amount
of
Beneficial
Ownership
|
Percentage
of
Outstanding Common
Stock
|
All
Z&Z holders of securities before Merger as a group(1)
|
26,637,341
|
80.4%
|
All
Trist stockholders before Merger as a group
|
554,570
|
1.7%
|
All
holders of notes and warrants purchased in Capital Raise
Transaction(2)
|
5,920,767
|
17.9%
|
|
(1)
|
Includes
3,710,368 shares issuable upon exercises of presently outstanding warrants
and 31,564 shares issuable upon exercises of presently outstanding stock
options.
|
|
(2)
|
Includes
3,947,178 shares issuable on conversions of notes and 1,973,589 shares
issuable on exercises of warrants.
|
Except as
set forth in this Information Statement, there are no arrangements known to the
Company, the operation of which may at a subsequent date result in a change in
control of the Company.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The
Company currently is a shell company with nominal assets, no employees and no
active business operations. The Company’s business plans are to identify an
operating company with which to merge or to complete a business combination in a
reverse merger transaction. As such, the Company currently has no formal
compensation program for its executive officers, directors or
employees.
The
Company is not a "listed company" under SEC rules and is therefore not required
to have a compensation committee. Accordingly, the Company has no compensation
committee.
Except as
set forth in the summary compensation table below, during the fiscal years ended
December 31, 2008 and 2009, the Company has not provided any salary, bonus,
annual or long-term equity or non-equity based incentive programs, health
benefits, life insurance, tax-qualified savings plans, special employee benefits
or perquisites, supplemental life insurance benefits, pension or other
retirement benefits or any type of nonqualified deferred compensation programs
for its executive officers or employees.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs are currently in place for the benefit of the Company’s
employees.
There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.
The
following table and related footnotes show the compensation paid during the
fiscal years ended December 31, 2009 and 2008, to the Company's named executive
officers:
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
All
Other
|
|
|
|
|
Name
and Principal
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Position
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(f)
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric
Stoppenhagen (3)
|
2009
|
|
$
|
48,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
48,000
|
|
President,
Secretary and Chief Financial Officer
|
2008
|
|
$
|
48,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
48,000
|
|
(1) Joined
the Company in September 2007. Represents consulting fees paid to Mr.
Stoppenhagen’s company,Venor,
Inc.
Employment
Agreements
On
September 27, 2007, the Company entered into a Consulting Agreement with Venor
Consulting, Inc. (“Venor”), a company owned by Mr. Stoppenhagen. Under the
terms of the consulting agreement, Venor will perform certain consulting
services for the Company with respect to, among other things, the provision of
executive services (including, without limitation, the services of Mr. Eric
Stoppenhagen, the Company's Interim President and Secretary) for a period of
nine months. This contract is currently terminable at
will. The Company will pay Venor a monthly fee for certain of the
services to be provided, with additional services to be billed at an hourly
rate.
Outstanding
Equity Awards at Fiscal Year-end
None.
Compensation
of Directors
DIRECTOR
COMPENSATION FY 2009
|
|
Name
|
|
Fees
Earned
or
Paid
in
Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
All
Directors
|
|
$
|
5,625
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,625
|
|
We
currently pay our directors $7,500 per year, $1,875 payable on the first
business day of each fiscal quarter for service on the board of
directors.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires that our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the SEC. Executive officers, directors and
greater-than-ten percent stockholders are required by SEC regulations to furnish
us with all Section 16(a) forms they file. Based solely on our review
of the copies of the forms received by us and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, we believe that, during the year ended December 31, 2009, all of
our executive officers, directors and greater-than-ten percent stockholders
complied with all Section 16(a) filing requirements.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We are
required to file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we
file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C.
20549. You may also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public
from the SEC’s web site at http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001377053&owner=exclude&count=40.
SIGNATURE
In accordance with Section 14(f) of the
Exchange Act, the Registrant has caused this Information Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Trist
Holdings, Inc.
By: /s/ Eric
Stoppenhagen
Name: Eric
Stoppenhagen
Title: President,
Secretary and Chief FinancialOfficer
Dated: April
12, 2010