SEC Company Response from Deli Solar (USA), Inc. (CIK 0000717588) — Jul 8, 2005
Deli Solar (USA), Inc. (CIK 0000717588)
Date: July 8, 2005 · CIK: 0000717588 · Accession: 0000950136-05-004049
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CORRESP
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JAMES M. RAE
OF COUNSEL
STAIRS DILLENBECK FINLEY
330 Madison Avenue, 29th Floor
New York, NY 10017
E-Mail:jraennnn@aol.com
Phone: (212) 697-2700
Fax: (212) 687-3523
July 7, 2005
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-0303
Attn. Daniel F. Duchovny, Attorney-Advisor
BY FAX ((202) 772 9203) AND U.S. MAIL
Re: Meditech Pharmaceuticals, Inc.
Schedules 14F-1 filed June 15, 2005; Amended Filing
File No. 005-36623
Dear Mr. Duchovny:
This letter is written in response to your Comment Letter of June 28, 2005, to
the above captioned Schedule 14F-1 Information Statement filed on behalf of
Meditech Pharmaceuticals, Inc. (the "Company').
Our responses below have been numbered to correspond to those contained in the
Comment letter.
1. The four security holders listed in the Section entitled "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS" agreed to act together for the purposes of
acquiring beneficial ownership of shares of common stock of the Company, and for
purposes of Section 13(d) of the '34 Act may be deemed to have acted as a group
in acquiring such securities beneficially owned by them. Rule 13d-5(b) describes
a "group" - as "[w]here two or more persons agree to act together for the
purpose of acquiring, holding, voting or disposing of equity securities of an
issuer..." (emphasis supplied). The use of the disjunctive word "or" therein led
to the conclusion that an agreement to act in concert in "acquiring" shares of
the Company would be enough for the four individuals to comprise a "group" for
purposes of Rule 13d-5.
We have amended the table on page 2, replacing the column referencing record
ownership to one entitled "Amount and Nature of Beneficial Ownership", putting
in the entire beneficial ownership of the Company's Common Stock by the "group"
opposite each individual's name, and as a footnote referencing the record
ownership by each.
2. We revised the prefatory sentence to that Section to refer to the beneficial
ownership of the group (not record ownership) and changed the numbers
accordingly. The overall beneficial ownership percentage is 63.3%
3. The record ownership by Mr. Du of shares of common stock of the Company
(18,879,747) is different from his beneficial ownership (18,542,191) to take
into account the 337,556 shares he is holding of record for the benefit of Deli
Solar Holding Ltd. ("Deli Solar (BVI)"). Deli Solar (BVI) funded the purchase of
these 337,556 shares, as discussed under the heading "THE TRANSACTIONS".
4. Legal Proceedings - The following Section has been added:
"LEGAL PROCEEDINGS - The Company is not a party to any pending
legal proceedings, nor is its property the subject of any pending legal
proceeding, except as to routine litigation, if any, that is incidental to the
business of the Company."
5. New language has been added as a second paragraph to Section with revised
heading "PAYMENTS FOR SERVICES TO AFFILIATES OF DIRECTOR AND NOMINEE DIRECTOR";
and as an entirely new section entitled "PAYMENTS TO CERTAIN SHAREHOLDERS OF THE
COMPANY."
6. We have added as a last paragraph to the Section entitled CORPORATE
GOVERNANCE -
"Upon the appointment of the nominated directors and the resignation of
Mr. Kevin Halter, jr. as a director, the Company intends to create a nominating
committee made up of its Mr. Kuhns, as board chairman, Mr. Deli Du, as a
director and CEO, and an independent director to be selected by the board."
7. We have provided, following the paragraph quoted in item 6 above the
following one sentence paragraph - "During the last full fiscal year the Company
held no scheduled or special meetings of its board of directors."
8. This will confirm that the disclosure in response to Item 402(a) of
Regulation S-B is true and correct and applies to the Company in it current
organization. [We recognize, as you do, that the compensation payable to the
executive officers of the Deli group was paltry by U.S. standards.] We have
amended the second sentence of the first paragraph on page 6 to read : "During
each of the past three (3) full calendar years Mr Du received no compensation
from the Company or any of its present subsidiaries, including the Deli
companies, other than RMB 12,000 ..."
As of July 7, 2005, the number of shareholders of record of the
Company's Common Stock is 2,506.
I enclose a marked copy of the amended filing to expedite your review.
Very truly yours,
/s/ James M. Rae
James M. Rae
MEDITECH
PHARMACEUTICALS, INC.
558 Lime Rock Road
Lime Rock CT
06039
AMENDED
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1
PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD
OF DIRECTORS
July
7, 2005
NO VOTE OR OTHER
ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS
INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
INTRODUCTION
This Amended Information Statement
amends the Information Statement of
the Company dated June 14, 2005 which
was mailed on or about June 20, 2005 to holders of record on
June 17, 2005 (the "Record Date") of shares
of common stock, par value $.00l per share ("Common
Stock"), of Meditech Pharmaceuticals, Inc., a Nevada
corporation (the "Company"), in accordance
with the requirements of Section 14(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and
Rule l4f-l promulgated thereunder. This
Amended Information Statement is being
filed with
the Securities and Exchange Commission
("SEC") in connection with the
anticipated appointment by the present directors of four (4) new
members of the Board of Directors of the Company (the
"Board") followed by the resignation of
Mr. Kevin Halter, Jr. The appointment of the four (4) new
directors and resignation of Mr. Halter will become effective upon the
expiration of the ten-day period from the date of mailing of this
Information Statement required under Rule l4f-l of the Exchange
Act.
As of June 17, 2005, the Company had 36,850,794 shares of
Common Stock (par value $0.001 per share) issued and outstanding, being
the Company's only class of voting securities that would be
entitled to vote for directors at a stockholders meeting if one were to
be held, with each share entitled to one vote.
Please read this
Information Statement carefully. It describes the terms of various
transactions that were consummated on March 31, 2005 (the
"Closing Date") that resulted in a change of
control of the Company (the "Transactions"),
and contains certain biographical and other information concerning the
executive officers and directors after the closing of the Transactions.
Additional information about the Company and the Transactions are
contained in the Company's Current Report on Form 8-K filed with
the SEC on April 6, 2005.
The Form 8-K may be inspected without charge at the public reference
section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that
contains reports, proxy and information statements and other
information regarding public companies that file reports with the SEC.
Copies of the Form 8-K may be obtained from the SEC's website at
http://www.sec.gov.
THE TRANSACTIONS
According to the
Schedule 13D filed on April 18, 2005, with the SEC jointly by Deli
Solar Holding Ltd. a British Virgin Island company ("Deli
(BVI)"), Deli Du ("Mr. Du"),
Yousu LIN ("Dr. Lin"), Yunchun WANG
("Dr. Y. Wang") and Qian WANG
("Dr. Q. Wang")(collectively, the
"Deli Solar Persons"), on March 31, 2005, the
individual Deli Solar Persons exchanged with the
Company all their shares of common stock of
Deli (BVI), comprising all the outstanding equity of Deli (BVI), for
24,407,784 of the Company's common stock (par value $0.001; the
"Common Stock"), and simultaneously
transferred a total of 728,037 shares to third parties for services
rendered. On March 31, 2005, Mr. Du, acting on behalf of Deli (BVI)
also bought record ownership of 337,556 shares of the Company's
Common Stock from Halter Capital Corporation for $500,000 cash with
funds provided by Deli (BVI). The Common Stock is the Company's
only outstanding class of equity securities.
Deli (BVI) owns all
the equity of Deli Solar Energy Heating Co., Ltd. ("Deli
(PRC")), a manufacturer and vendor of hot water and space
heaters located in Bazhou City, near Beijing in the People's
Republic of China (the "PRC").
On
March 31, 2005, simultaneously with the exchange of shares of Deli
(BVI) by the Deli Solar Persons for shares of the Company's
Common Stock and the purchase by Mr. Du of the additional 337,556
shares of Common Stock, a group of private accredited investors
purchased from the Company a total of 9,853,740 shares of Common Stock
at $3.50/6 per share plus warrants to purchase an additional 7,882,992
shares at $3.85/6 per share. On June 8, 2005, but effective as of March
31, 2005, the Company accepted subscriptions for an additional 432,000
shares plus warrants covering 345,600 shares upon the same terms and
conditions. The shares and warrants were sold as
"Units", each consisting of 60 shares and a
warrant to purchase 48 shares, for a total purchase price of
$6,000,015. The warrants expire 3/30/15.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The individual Deli Solar Persons now
beneficially own
23,342,191 shares of the
Company's Common Stock comprising
63.3% of the
outstanding 36,850,794 shares of the Company's Common Stock now
outstanding, owned by each in the following manner:
Name
Address
Amount
and
Nature
of
Beneficial
Ownership
(1)
Percent of
Outstanding Shares
of
Common Stock
Yousu
LIN
c/o Deli Solar Energy Heating Co.
Ltd.;
Bazhou City South Beijing Development Zone;
People's Republic of China
065700.
23,342,191
shs.
63.3
%
Yunchun WANG
c/o Deli Solar
Energy Heating Co. Ltd.;
Bazhou City South Beijing Development
Zone;
People's Republic of China
065700.
23,342,191
shs.
63.3
%
Qian WANG
c/o Deli Solar Energy
Heating Co. Ltd.;
Bazhou City South Beijing Development Zone;
People's Republic of China
065700.
23,342,191
shs.
63.3
%
Deli DU
c/o Deli Solar Energy
Heating Co. Ltd.;
Bazhou City South Beijing Development Zone;
People's Republic of China
065700.
23,342,191
shs.
63.3
%
(1)
On
March 31, 2005, the above four persons, acting in concert, acquired
beneficial ownership of a total of
23,342,191 shares of the Company's Common Stock. For purposes of
Section 13(d)(3) of the Exchange Act, they
may be considered collectively as a "group",
and thus each the beneficial owner of the
entire 23,342,191 shares. Record ownership of these shares
is as follows: Yousu LIN – 1,440,000
shares; Yunchun WANG – 1,920,000 shares; Qian WANG
– 1,440,000 shares; and Deli DU
18,542,191 shares.
The Company knows of no other
beneficial owners (as a group or otherwise) of more than five percent
(5%) of the Company's shares of Common Stock.
2
CHANGE OF CONTROL
The acquisition
of shares of the Company's Common Stock has resulted in a change
of control of the Company. Upon closing of the Transactions Pam J.
Halter resigned as a director and secretary, Kevin Halter Jr. resigned
as President, Treasurer and CEO and Wendy Whitman resigned as a
director of the Company. Mr. Du was appointed President and CEO, John
D. Kuhns was appointed a director and Chairman, Mr. Jiamin Li was
appointed Treasurer and CFO, and Ms. Jing Wang was appointed Secretary
of the Company.
The present directors are now John D. Kuhns and
Kevin Halter, Jr.
Mr. Halter will remain as a director until ten
(10) days following this notice of the change of control of the
Company, at which time four additional persons, namely Messrs. Deli Du,
Kelly Chow, Yunjun Luo and Ravinder Soin, will be appointed directors;
and Mr. Halter will then resign.
With the change of control and
transfer to the Company of all the equity in Deli (BVI), which in turn
owns Deli (PRC), the Company will concentrate on opportunities to
expand the existing water heater and boiler business of Deli (PRC) not
only within China but throughout Asia. At the same time, as described
in the Company's SEC Form 8-K filed with the SEC on April 8,
2005, it is in the process of "spinning off"
the vestiges of its pharmaceutical business by a distribution of the
shares of stock of its subsidiary, East West Distributors, Inc., to the
Company's shareholders of record on February 17, 2005.
DIRECTORS, EXECUTIVES, NOMINEE DIRECTORS; COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
The following
table sets forth the officers and directors (including nominated
directors) of the Company, and their respective positions, ages and
beneficial ownership of the Company's shares of Common Stock:
Name
Position
Age
Shares
Owned
Beneficially
Percent of
Outstanding
Shares
Kevin Halter,
Jr.
Director
44
1,384,037
(1)
3.8
%
John D. Kuhns
Director,
Chairman.
55
131,046
.4
%
Deli Du
President and CEO, nominated
director
40
18,542,191
50.3
%
Jiamin Li
Treasurer and
CFO
36
none
0.0
%
Jing Wang
Secretary
36
none
0.0
%
Kelly Chow
Nominated director
46
none
0.0
%
Yunjun Luo
Nominated director
69
none
0.0
%
Ravinder Soin
Nominated director
52
none
0.0
%
Existing Directors and
Executive
Officers as a
Group
20,057,274 shs.
(2)
54.4
%
(1)
Owned of record by Halter Capital Corporation
("HCC"). Mr. Halter and his father Kevin
Halter Sr., are its sole shareholders and the sole members of its board
of directors. (In making this statement the Company has relied upon
filings made by Mr. Halter and HCC pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended.)
(2)
Includes the 1,384,037 shares owned of
record by HCC.
Directors and Executives.
Mr. Kevin
B. Halter, Jr. has served as Vice President and Secretary of Halter
Capital Corporation since 1987. He is President of Securities Transfer
Corporation, a stock transfer company registered with the Securities
and Exchange Commission, a position he has held since 1987. Commencing
January 31, 2005 and until March 31, 2005, Mr. Halter had served as
Chairman, CEO and President of the Company. Mr. Halter has served as
Secretary and a director of Millennia, Inc. and Digital Communications
Technology Corporation since 1994. Securities Transfer Corporation acts
as the
3
transfer agent and registrar for the
Company's outstanding shares of Common Stock and warrants.
Neither Millennia, Inc. nor Digital Communications Technology
Corporation is an affiliate of the Company.
Mr. John D. Kuhns
was appointed a director and chairman of the Company on March 31, 2005.
Since its founding in 1987 he has been a controlling shareholder,
president, CEO, a director and chairman of Kuhns Brothers, Inc., an
investment banking firm specializing in providing financing for power
technology ventures, and, more recently, manufacturing operations
within the People's Republic of China. Kuhns Brothers, Inc. owns
100% of Kuhns Brothers Securities Corporations, a broker dealer,
registered with the Securities and Exchange Commission, in which Mr.
Kuhns is the Chairman. Since 2002 Mr. Kuhns has been a director and
chairman of Distributed Power, Inc., a public company that owns
electric generating projects. The neither the foregoing Kuhns companies
nor Distributed Power, Inc. are affiliated with the Company. Mr. Kuhns
holds a bachelors degree in sociology and fine arts from Georgetown
U