SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No.__)
Check the appropriate box:
_ Preliminary Information Statement
_ Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
X Definitive Information Statement
LATINOCARE MANAGEMENT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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__ Check box if any part of the fee is offset as provided by Exchange Act Rule
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LATINOCARE MANAGEMENT CORPORATION
959 Walnut Avenue, Suite 250
Pasadena, California 91106
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
APRIL 7, 2003
To The Shareholders of Latinocare Management Corporation
Jose J. Gonzalez and Yuval Chiprut (collectively, the "Majority
Shareholders") are the holders of a total of 13,471,645 shares or approximately
92.1% of the total issued and outstanding stock of Latinocare Management
Corporation, a Nevada corporation (the "Company"). The Majority Shareholders
intend to adopt the following resolutions by written consent in lieu of a
meeting pursuant to the General Corporation Law of the State of Nevada.
1. Authorize the officers and directors of the Company to amend the
Company's Articles of Incorporation to change the Company's name from
Latinocare Management Corporation to a name to be selected by the board
of directors by duly authorized resolution, subject to the board
approval, signing, and closing of a reorganization agreement with an
operating company within the next ninety (90) days.
Jose J. Gonzalez, Secretary
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
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LATINOCARE MANAGEMENT CORPORATION
959 WALNUT AVENUE, SUITE 250
PASADENA, CALIFORNIA 91106
APRIL 7, 2003
SHAREHOLDERS ACTION
The Majority Shareholders submitted their consents to the shareholder
resolutions described in this Information Statement on or about March 26, 2003,
to be effective on or before May 2, 2003. As of January 24, 2003, the Majority
Shareholders held of record 13,471,645 shares of the Company's common stock, par
value $.001 per share, or approximately 92.1% of the total issued and
outstanding common stock of the Company. The remaining outstanding shares of
common stock are held by several hundred other shareholders.
The Majority Shareholders consist of Jose J. Gonzalez, the Chairman,
President, Chief Executive Officer, Chief Financial Officer, and Secretary of
the Company, and Yuval Chiprut. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS."
Holders of the common stock of record as of January 24, 2003 are
entitled to submit their consent to the shareholder resolutions described in
this Information Statement, although no shareholder consents other than that of
the Majority Shareholders are required to be submitted in order for the
resolution to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders or
the prospects of the proposed shareholder resolutions being adopted. The
Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. Other shareholders who desire to submit
their consents must do so by March 31, 2003, and once submitted will not be
revocable. The affirmative vote of the holders of a majority of the outstanding
common stock of the Company is required to adopt the resolutions described in
this Information Statement. California law does not require that the proposed
transaction be approved by a majority of the disinterested shareholders. A total
of 14,627,100 shares of common stock will be entitled to vote on the Company's
proposed transactions described in this Information Statement.
THE COMPANY AND THE TRANSACTION
The Company has its executive offices at 959 Walnut Avenue, Suite 250,
Pasadena, California 91106, and its telephone number is (626) 583-1115. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to amend its Articles of Incorporation to change the
Company's name from Latinocare Management Corporation to a name to be selected
by the board of directors by duly authorized resolution (the "Amendment"),
subject to the board approval, signing, and closing of a reorganization
agreement with an operating company within the next ninety (90) days.
The Board of Directors of the Company voted unanimously to implement
the Amendment. The Board of Directors believes that the implementation of the
Amendment will help to facilitate a future business combination with an
operating company. The Company is not expected to experience a material tax
consequence as a result of the Amendment.
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Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending December 31, 2001 and its quarterly report on
the Form 10-QSB for the quarter ending September 30, 2002 are available upon
request to: Jose J. Gonzalez, Secretary, Latinocare Management Corporation, 959
Walnut Avenue, Suite 250, Pasadena, California 91106.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
March 26, 2003 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Latinocare Management Corporation, 959 Walnut Avenue, Suite 250,
Pasadena, California 91106.
Number of Shares Beneficially Percentage
Name, Title, and Address Owned(1) Ownership
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Jose J. Gonzalez 6,904,218(2) 47.2%(2)
President, Chief Executive Officer, Chief
Financial Officer, Secretary, and Chairman..
Yuval Chiprut............................... 6,567,427(2) 44.9%(2)
All current executive officers as a group... 6,904,218 47.2%
All current directors who are not executive
officers as a group...................... 0 0%
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(1) Except as pursuant to applicable community property laws, the persons
named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned. The total number of
issued and outstanding shares and the total number of shares owned by
each person is calculated as of March 26, 2003.
(2) Mr. Yuval Chiprut and Mr. Jose J. Gonzalez plan to enter into share
purchase agreements (collectively the "Share Purchase Agreement") with
an unaffiliated third party pursuant to which Mr. Yuval Chiprut and Mr.
Jose J. Gonzalez will sell a total of 13,401,645 shares of the
Company's Common Stock to the unaffiliated party in consideration for a
total of $190,000, of which approximately $80,000 to $100,000 will be
used by Mr. Jose J. Gonzalez to pay certain outstanding liabilities of
the Company. Upon the completion of the sale of the shares to the
unaffiliated third party, it is anticipated that Mr. Yuval Chiprut will
own 25,000 shares of the Company's Common Stock and Mr. Jose J.
Gonzalez will own 45,000 shares of the Company's Common Stock.
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MANAGEMENT
The following table lists the names and ages of the executive officers
and directors of the Company and the Subsidiary. The directors were elected on
February 28, 2002 and will continue to serve until the next annual shareholders
meeting or until their successors are elected and qualified. All officers serve
at the discretion of the Board of Directors.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Jose J. Gonzalez 56 President, Chief Executive Officer,
Chief Financial Officer, Secretary,
and Chairman
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JOSE J. GONZALEZ, age 56, has been the Chairman of the Board of
Directors, President, Chief Executive Officer, and Secretary of the Company
since October 2001 and the Chief Financial Officer of the Company effective
December 2002. He has been the President and Chief Executive Officer of
Latinocare Management Corporation, a California corporation and wholly owned
subsidiary of the Company, since its inception in February 1995. Mr. Gonzalez
has more than 30 years of experience in the health care industry, including
hospital administration, group and Independent Physician's Association
development, managing community clinics in Los Angeles and Orange County, and
managed care contracting. From December 1984 to July 1987, he was President and
Chief Executive Officer of Universal Medi-Co., which contracted with group
practices to provide management and support services. In November 1983, he
started the White Memorial Medical Group, a hospital based group practice. Mr.
Gonzalez is currently a member of the Public Policy Committee for the California
Association of Physicians Organizations, as well as a member of the Advisory
Board of the California Department of Managed Health Care, an appointment he
received from Governor Gray Davis. Mr. Gonzalez received a Bachelor of Arts
Degree in Language and Communications from California State University, Long
Beach in 1970 and a Masters Degree in Public Administration, Health Care
Management from Pepperdine University in 1973.
Under the Nevada General Corporation Law and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
BOARD COMMITTEES
The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. During the fiscal year ended December
31, 2002, the Board of Directors held one meeting.
COMPENSATION OF DIRECTORS
Directors receive no cash compensation for their services to the
Company as directors, but are reimbursed for expenses actually incurred in
connection with attending meetings of the Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table and notes set forth the annual cash compensation
paid to Jose Gonzalez, the President, Chief Executive Officer, Chief Financial
Officer, and Secretary of the Company, by the Subsidiary during its fiscal years
ended December 31, 2002, 2001, 2000, and 1999, respectively. No other executive
officer received compensation in excess of $100,000 in any such year.
Annual Compensation Long-term
Compensation
Awards
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Securities
Fiscal Other Annual Underlying All Other
Name and Principal Position Year Salary(1) Bonus Compensation Options Compensation
--------------------------- ---- --------- ----- ------------ ------------- ------------
Jose J. Gonzalez 2002 $144,000 - 0 - - 0 - - 0 - - 0 -
President, Chief Executive
Officer, Chief Financial
Officer, and Secretary
2001 $144,000 - 0 - - 0 - - 0 - - 0 -
2000 - 0 - - 0 - - 0 - - 0 - $144,000(2)
1999 - 0 - - 0 - - 0 - - 0 - $144,000(2)
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(1) During the Subsidiary's fiscal year 2001, Mr. Joseph Luevanos, the
former Chief Financial Officer of the Company and the Subsidiary,
received an annual salary from the Subsidiary of $168,000. Mr. Luevanos
submitted his resignation as a director and Chief Financial Officer of
the Company in January 2003, effective as of July 1, 2002.
(2) Prior to 2001, Mr. Jose J. Gonzalez received consulting fees from the
Company.
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OPTIONS GRANTED IN LAST FISCAL YEAR
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
EMPLOYMENT AGREEMENT
The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
INDEPENDENT AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Armando Ibarra, C.P.A., independent
certified public accountants, to serve as independent auditors for the fiscal
year ended December 31, 2002.
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's
2003 Annual Meeting should have been received at the Company's principal
executive office not later than November 1, 2002. Any such proposal must comply
with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and
Exchange Commission. Shareholder proposals should be addressed to the Secretary
of the Company.
Nominations for directors to be elected at the 2003 Annual Meeting,
other than those made by the Board of Directors, should have been submitted to
the Secretary of the Company no later than November 1, 2002. The nomination
should include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO JOSE J. GONZALEZ, SECRETARY
OF THE COMPANY, AT LATINOCARE MANAGEMENT CORPORATION, 959 WALNUT AVENUE, SUITE
250, PASADENA, CALIFORNIA 91106, TELEPHONE (626) 583-1115, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE.
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