Dear Common Stock, $0.0001 par value, Shareholders (“Shareholders” or “you&rdquo
:
:Why am I receiving these materials? CHDT Corporation (“Company” or “we” or “us&rdquo is sending you this Information Statement to inform you of proposed corporate actions approved by the Company Board of Directors. We are requesting the written consent of 10 or fewer shareholders who are not members of the Company management in order to approve the proposed corporate actions by written consent and without holding a shareholder meeting. Members of Company management have already signed written consents representing 216,789,248 shares of Common Stock and approving the proposed corporate actions.
is sending you this Information Statement to inform you of proposed corporate actions approved by the Company Board of Directors. We are requesting the written consent of 10 or fewer shareholders who are not members of the Company management in order to approve the proposed corporate actions by written consent and without holding a shareholder meeting. Members of Company management have already signed written consents representing 216,789,248 shares of Common Stock and approving the proposed corporate actions.What vote is required to approve each proposed corporate action? Each of the proposed corporate actions requires the approval of Shareholders owning 50.1% or more of the issued and outstanding shares of Common Stock as of the record date of April 25, 2012.
What is the purpose of the proposals? Under its by-laws, the Company has to annually elect directors. We routinely seek Shareholder ratification of the appointment of a public auditor as part of our policy of seeking qualified and independent public auditors. The Company’s current name, “CHDT Corporation,” is not the same as the name of the Company’s products’ trade name, being “Capstone Industries.” The Company’s management believes the Company’s Common Stock would benefit if the corporate name was the same as the trade name of the products sold nationally through major retailers. This alignment of corporate name and product trade name is a common sense and common industry practice and it makes it easier for investors to match the corporate name with the Company’s business line and products. “CHDT” is merely an acronym for the Company’s old corporate name.
Why is there no Annual Meeting of Shareholders? The members of management and 10 public shareholders have sufficient votes to approve or reject any of the proposed corporate actions. Florida law allows the Company to approve these proposals by written consent. As such, holding an annual meeting of shareholders, while has certain ancillary benefits, is not necessary to approve or reject the proposed corporate actions. A written consent avoids the cost of holding an annual meeting, which is significant for a small reporting company like CHDT Corporation.
Who is paying for the preparation and mailing of the Information Statement? The cost of preparing and mailing the Information Statement will be borne by the Company. Banks, brokerage houses and other nominees or fiduciaries will be requested to forward the material to their principals, and the Company will, upon request, reimburse them for their expenses in so doing. The Company estimates the cost of preparing and mailing the Information Statement to be $2,500.
When do the proposed corporate actions become effective? If approved by more than 50.1% of the issued and outstanding shares of Common Stock as of the Record Date, the proposed corporate actions take effect 20 days after the date of mailing of an information statement to the Company Shareholders.
PROPOSALS
PROPOSAL 1: ELECTION OF DIRECTORS. The background of the director nominees is set forth below. Each of these nominees is currently a director of the Company.
The Company’s Board of Directors nominated the following six persons on April 25, 2012, at a board meeting, to stand for election to the Company’s Board of Directors until their successors are elected and assume office in fiscal year 2013.
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COMPANY RECOMMENDS THAT YOU CONSENT TO THE ELECTION OF THE SIX NOMINEES
STEWART WALLACH, age 60, is the Chief Executive Officer and President of the Company since April 23, 2007, a director of the Company since September 22, 2006, and the founder and Chief Executive Officer and Chairman of the Board of Capstone Industries since September 20, 2006. Mr. Wallach is an American entrepreneur and has founded and operated a number of successful businesses over his 35 year career. Over the past 15 years , Mr. Wallach has been focused on technology based companies in addition to consumer product businesses, the field in which he has spent most of his career. Prior to founding Capstone Industries, he sold Systematic Marketing, Inc., which designed , manufactured and marketed automotive consumer products to mass markets, to Sagaz Industries, Inc., a leader in these categories. He served as President of Sagaz Industries for 10 years before forming Capstone Industries, Inc. In 1998, Mr. Wallach co-founded Examsoft Worldwide, Inc., which developed and delivered software technology solving security challenges of laptop-based examinations for major educational institutions and state bar examiners. Mr. Wallach remained chairman of Examsoft until it was acquired in late 2009. Mr.Wallach has designed and patented a number of innovations over the span of his career and has been traveling to China establishing manufacturing and joint venture relationships since the early 1980s.
GERRY MCCLINTON, age 57. Mr. McClinton was appointed as a director of the Company to fill a vacancy on February 5, 2008. He is currently the Interim Chief Financial Officer and Chief Operating Officer of CHDT Corp and Capstone Industries. His prior work experience is: (a) President of Capstone (2005 -2007); (b) General Manager of Capstone (2000-2005); (c) Held senior officer positions with Sagaz Industries, Inc. (1990-2000); (d) Chief Financial Officer, Firedoor Corporation, a national manufacturer of security and fire doors to the construction industry (1980-1990). Mr. McClinton received a designation from The Royal Institute of Cost and Management Accountants (“I.C.M.A.&rdquo, University of Northern Ireland, Belfast, United Kingdom.
, University of Northern Ireland, Belfast, United Kingdom.LAURIE HOTZ, age 79, is a certified public accountant practicing in the greater Miami, Florida region for over 40 years. Mr. Holtz was appointed Chief Financial Officer of the Company in December 2007 but retired from this position in 2009. Mr. Holtz was a pioneer in the development of forensic accounting and has worked as a forensic auditor in a number of cases over the years. Mr. Holtz has served on the Board of Directors since January 2004.
Dr. JEFFREY POSTAL, age 55, has served as a director of the Company since January of 2004. Dr. Postal presently is a businessman and entrepreneur in the Miami, Florida region. Dr. Postal owns, founded or funded numerous successful businesses over the last few years, including but not limited to: Sportacular Art, a company that was licensed by the NFL, BLB and NHL to design and manufacture sports memorabilia for retail distribution in the U.S; Co-Owner of Natures Sleep, LLC, a major distributor of Visco Memory Foam mattresses, both nationally and internationally; Dr. Postal is a Partner in Social Extract, LLC, a Social Media company offering consulting services to many major companies in the U.S.; Dr. Postal is the principal investor of Postal Capital Funding, LLc, a fund whose mission is to find undervalued/under capitalized companies and extend funding to them in exchange for equity and/or capital consideration; Dr Postal is the founder of Datastream Card Services, a company that provides innovative billing solutions to companies conducting business on the internet.
JEFFREY GUZY, age 60, was appointed to the Company's Board of Directors on May 3, 2007, to replace Mr. Lamadrid. Mr. Guzy has a MBA in Strategic Planning and Management from The Wharton School of the University of Pennsylvania; an M.S. in Systems Engineering from the University of Pennsylvania; a B.S. in Electrical Engineering from Penn State University and an Associate Degree in Theology from Georgetown University. He has served as an executive manager or consultant in international business development, sales or management in the telecommunications industry, specifically with IBM Corp., RCA Corp., Sprint International, Bell Atlantic Video Services, Loral Cyberstar and FaciliCom International. He serves on the Boards of numerous enterprises, to include Aprize Satellite, which provides global remote monitoring and control. Mr. Guzy is also an Advisor to the MIT Enterprise Forum.
LARRY SLOVEN, age 62. Mr. Sloven was appointed as a director on May 3, 2007. A U.S. Citizen, Mr. Sloven resided in Hong Kong for over 18 years. He is a member of the American Chamber of Commerce in Hong Kong. He just finished a five year term as a Director of the American Club in Hong Kong and Chaired the Development Committee which was responsible for re engineering five major multi-million dollar re-development projects for the premier club in Asia.
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Mr. Sloven's company was a product development and purchasing agent for Capstone, and was the purchasing agent for Dick's sporting goods chain. He also helped develop a private label hardware and accessory line for Circuit City, Inc. and a camcorder and cellular phone battery line for Spectrum Brands, Inc. (formerly, "Rayovac Corp."). In 1993, Mr. Sloven helped set up a joint venture factory producing cellular battery packs for AT&T along with the first cellular alkaline battery pack for Duracell. He participated in the outsourcing of the production of the one-hour NMH-fast charger for the Duracell Corporation. In the mid 1990's, he helped set up a JV with Rayovac and the largest alkaline consumer battery factory in China. Mr. Sloven also assisted in the outsourcing of video games for Atari, arranging for Chinese manufacture of The Stanley Works' garage door motors and products.
PROPOSAL 2: RATIFICATION OF ROBISON HILL & COMPANY AS PUBLIC AUDITORS of the Company for fiscal year 2011. Robison Hill & Company has been the public auditor of the Company since 2000.
THE COMPANY MANAGEMENT RECOMMENDS CONSENT TO THE RATIFICATION OF ROBISON HILL & COMPANY AS PUBLIC AUDITORS FOR FY YEAR 2012.
Audit Fees
The fees billed or incurred by Robison Hill for professional services rendered in connection with the audit of our annual consolidated financial statements for 2011 and 2010, the review of the consolidated financial statements included in our quarterly reports on Form 10Q, the review of SEC filings and issuance of comfort letters in connection with our equity offerings in 2010 and the review and consent for our other filings for 2011 and 2010 were approximately $57,309 and $53,855, respectively.
Audit-Related Fees
The fees billed by Robison Hill for professional services rendered for assurance and related services that are reasonably related to the audit of our annual consolidated financial statements for 2011 and 2010 were approximately $57,309 and $53,855 respectively.
Tax Fees
Robison Hill billed us in 2010 for $2,500 and in 2011 for $2,500 for tax services
All Other Fees
In 2010 and 2011, Robison Hill did not bill us for any services other than those described above, except that Robison Hill acts as the Company’s EDGAR filing service bureau and charges the Company a per filing fee for each filing with the SEC.
Pre-Approval of Non-Audit Services
The Audit Committee has established a policy governing our use of Robison Hill for non-audit services. Under the policy, management may use Robison Hill for non-audit services that are permitted under the rules and regulations of the Commission, provided that management obtains the Audit Committee’s prior written approval before such services are rendered.
PROPOSAL 3: AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE COMPANY NAME TO “CAPSTONE COMPANIES, INC.,”
On April 25, 2012, the Board approved the following change to the Articles of Incorporation of the Company to change the Company’s name:
Article 1. The name of the corporation is Capstone Companies, Inc.
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COMPANY MANAGEMENT RECOMMENDS YOUR CONSENT TO THE PROPOSED NAME CHANGE AND AMENDMENT OF THE COMPANY ARTICLES OF INCORPORATION.
The Board believes that the Company needs to align its legal name with its trade names and to adopt a new company name that provides the public with a sense of the Company’s business lines. “CHDT Corp.” does not provide the public with any hint of the business of the Company or does not tie the Company name to the trade name of its products.
The Company will seek a new trading symbol for its Common Stock if the amendment to adopt a new Company name is approved by the Common Stock holders. Since the Company’s Common Stock is quoted on The OTC Markets Group, Inc. QB System, the Company can request, but not reserve, a new trading symbol, from the Financial Industry Regulatory Authority or “FINRA.” FINRA selects the new trading symbol and only grants a requested trading symbol if FINRA believes the requested trading symbol is available and does not create any market confusion. Shareholders do not have to approve and are not entitled to vote on a new trading symbol for the Common Stock. The Company intends to request “CAPC” as new trading symbol.
No Dissenters’ Rights
The Florida Law does not provide for dissenter’s rights in connection with any of the Corporate Action described in this Information Statement.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following sets forth information about the management of the Company.
Directors. The profiles for directors is set forth under “Proposal 1: Election of Directors” below. The incumbent, current directors are:
|
Name
|
Position With the Company
|
Age as of
the Annual
Meeting
|
Director
Since
|
|
Stewart Wallach
|
Chief Executive Officer and Chairman Of the Board of Directors
|
60
|
2007
|
|
James McClinton
|
Chief Financial Officer, Chief Operating Officer and Director
|
57
|
2008
|
|
Laurie Holtz
|
Director
|
79
|
2004
|
|
Larry Sloven
|
Director
|
62
|
2007
|
|
Jeffrey Postal
|
Director
|
55
|
2004
|
|
Jeffrey Guzy
|
Director
|
61
|
2007
|
Executive Officers
The current officers of the Company are:
(1) Stewart Wallach, age 60, was appointed as Chief Executive Officer and President of the Company on April 23, 2007. Mr. Wallach is also the senior executive officer and director of Capstone.
(2 James “Gerry” McClinton, age 57, is the Interim Chief Financial Officer and Chief Operating Officer and a director (appointed as a director on February 5, 2008) of the Company. Mr. McClinton is also a senior executive of Capstone.
(3) Jill Mohler, age 49, Secretary since February 5, 2008. Ms. Mohler served in the Ohio Air National Guard from 1982 to 1989. Ms. Mohler graduated with honors from DeVry University with a Bachelors Degree in Business Administration in October 2006. She began working as Executive Assistant under Stewart Wallach at CHDT Corporation in January 2008.
