UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
|_| Definitive Information Statement
NATIONAL HEALTHCARE TECHNOLOGY, INC.
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(Name of Registrant as Specified in Its Charter)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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1
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NATIONAL HEALTHCARE TECHNOLOGY, INC.
2525 EAST CAMELBACK ROAD SUITE 900
PHOENIX, ARIZONA 85016
INFORMATION STATEMENT
This Information Statement (this "Information Statement") is being
furnished to all holders of shares of common stock, par value $0.001 per share
(the "Common Stock"), of record at the close of business on February 28, 2007
(the "Shareholders") of National Healthcare Technology, Inc., a Colorado
corporation (the "Company"), with respect to certain corporate actions of the
Company. This Information Statement is first being provided to the Shareholders
on or about March 5, 2007.
The corporate actions involve three (3) proposals (collectively, the
"Proposals") providing for the following:
1. To ratify the adoption of the National Healthcare Technology, Inc.
2006-1 Consultant and Employee Services Plan;
2. To approve the reincorporation of the Company from a Colorado
corporation to a Nevada corporation; and
3. To approve to change the name of the Company to "Brighton Oil Inc."
ONLY THE SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON FEBRUARY 28, 2007
(THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE ON THE PROPOSALS.
CERTAIN SHAREHOLDERS OF THE COMPANY'S COMMON STOCK (COLLECTIVELY REFERRED TO AS
THE "PRINCIPAL SHAREHOLDERS") WHO COLLECTIVELY HOLD IN EXCESS OF FIFTY PERCENT
(50%) OF THE COMPANY'S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE
PROPOSALS HAVE INDICATED THEIR INTENTION TO VOTE IN FAVOR OF THE PROPOSALS. AS A
RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT LESS
THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS
SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jon Carlson
------------------------------------
Jon Carlson, Chief Executive Officer
Phoenix, Arizona
February 20, 2007
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TABLE OF CONTENTS
PAGE NO.
--------
INFORMATION STATEMENT.................................................. 4
ABOUT THE INFORMATION STATEMENT........................................ 4
What Is The Purpose Of The Information Statement?...................... 4
Who Is Entitled To Notice?............................................. 4
What Corporate Matters Will The Principal Shareholder Vote
For And How Will He Vote?............................................ 4
What Are The Recommendations of the Board of Directors?................ 5
What Vote Is Required To Approve Each Proposal?........................ 5
PRINCIPAL SHAREHOLDERS................................................. 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS........................ 6
SECURITY OWNERSHIP OF MANAGEMENT....................................... 6
PROPOSALS BY SECURITY HOLDERS.......................................... 7
DIRECTORS AND EXECUTIVE OFFICERS....................................... 7
Management............................................................. 7
COMPENSATION OF EXECUTIVE OFFICERS..................................... 8
Stock Options.......................................................... 8
Employment Agreements.................................................. 8
DESCRIPTION OF CAPITAL STOCK........................................... 8
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED UPON....................................................... 10
ADDITIONAL INFORMATION................................................. 10
PROPOSAL 1 - ADOPTION OF THE NATIONAL HEALTHCARE TECHNOLOGY, INC.
2006-1 CONSULTANT AND EMPLOYEE SERVICES PLAN......................... 11
Purpose For Adopting The National Healthcare Technology, Inc.
2006-1 Consultant and Employee Services Plan......................... 11
Description Of The National Healthcare Technology, Inc.
2006-1 Consultant and Employee Services Plan......................... 11
Recommendation Of The Board of Directors............................... 11
No Voting Of Shareholders Required..................................... 11
PROPOSAL 2 - REINCORPORATION TO A NEVADA CORPORATION................... 11
Purpose and Advantages of Migrating the Company to the
State of Nevada...................................................... 11
Articles Of Incorporation and Articles of Conversion................... 12
Recommendation Of The Board of Directors............................... 12
No Voting Of Shareholders Required..................................... 13
PROPOSAL 3 - CHANGE THE COMPANY'S NAME TO BRIGHTON OIL INC............. 13
Purpose of Changing the Name of the Company to Brighton Oil Inc........ 13
Articles of Incorporation and Articles of Conversion................... 13
Recommendation Of The Board of Directors............................... 13
No Voting Of Shareholders Required..................................... 13
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS........... 14
APPENDIX A NATIONAL HEALTHCARE TECHNOLOGY, INC. 2006-1
CONSULTANT AND EMPLOYEE SERVICES PLAN.................................. A-1
3
NATIONAL HEALTHCARE TECHNOLOGY, INC.
2525 CAMELBACK ROAD SUITE 900
PHOENIX, ARIZONA 85016
---------------------
INFORMATION STATEMENT
---------------------
This Information Statement (this "Information Statement") contains
information related to certain corporate actions of National Healthcare
Technology, Inc., a Colorado corporation (the "Company"), and is expected to be
mailed on or about March 5, 2007 to all holders of the voting capital stock of
the Company, which includes all holders of common stock, par value $0.001 per
share ("Common Stock") of record at the close of business on February 28, 2007
(collectively, the "Shareholders").
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This Information Statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, to notify the Shareholders, as of
the close of business on February 28, 2007 (the "Record Date"), of the corporate
actions expected to be taken pursuant to a vote of the majority of the Company's
shareholders. Specifically, a majority of our common stock shareholders are
expected to vote affirmatively upon certain corporate matters outlined in this
Information Statement, which action is expected to take place on March 26, 2007,
consisting of: (i) the adoption of the National Healthcare Technology, Inc.
2006-1 Consultant and Employee Services Plan, (ii) the approval of the
reincorporation of the Company from a Colorado corporation to a Nevada
corporation, and (iii) the approval to change the Company's name to Brighton Oil
Inc. (collectively, the "Proposals" and, each, a "Proposal").
The holders of common stock are entitled to cast a number of votes equal
to 53% of the total issued and outstanding shares of voting capital stock on all
matters submitted to the Shareholders for approval, including the Proposals set
forth herein.
WHO IS ENTITLED TO NOTICE?
All holders of shares of Common Stock of record on the close of business
on the Record Date will be entitled to notice of each matter to be voted upon
pursuant to this Notice of Special Meeting. Specifically, a majority of the
common shareholders of the Company have indicated that they will vote in favor
of the Proposals on March 26, 2007.
WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW WILL
THEY VOTE?
The majority of common shareholders hold, in the aggregate, 53% of the
total issued and outstanding voting capital stock of the Company, which
constitutes a majority of the issued and outstanding voting capital stock
required to vote on each matter. Such principal shareholders have indicated that
they will vote affirmatively for the following matters:
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o FOR the approval of the adoption of the National Healthcare Technology,
Inc. 2006-1 Consultant and Employee Services Plan (see page 12 herein);
o FOR the approval of the reincorporation of the Company from a Colorado
corporation to a Nevada corporation (see page 13 herein); and
o FOR the approval to change the name of the Company to Brighton Oil Inc.
(see page 14 herein).
WHAT ARE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS?
The recommendations of the Board of Directors are set forth below together
with the description of each item in this Information Statement. In summary, the
Board recommends a vote:
o FOR the approval of the adoption of the National Healthcare Technology,
Inc. 2006-1 Consultants and Employee Services Plan (see page 12 herein);
o FOR the approval of the reincorporation of the Company from a Colorado
corporation to a Nevada corporation (see page 13 herein); and
o FOR the approval to change the name of the Company to Brighton Oil Inc.
(see page 14 herein).
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
NATIONAL HEALTHCARE TECHNOLOGY, INC. 2006-1 CONSULTANT AND EMPLOYEE
SERVICES PLAN. For the Proposal to adopt the National Healthcare Technology,
Inc. 2006-1 Consultant and Employee Services Plan, a vote of a majority of the
voting capital stock is required for approval of the Proposal. As a result, a
vote to approve this Proposal by certain common shareholders which vote is equal
to 50% of the total voting capital stock of the Company is required to approve
the Proposal.
REINCORPORATION TO NEVADA. For the Proposal to reincorporate the Company
from a Colorado corporation to a Nevada corporation, a vote of a majority of the
voting capital stock is required to approve the Proposal. As a result, a vote to
approve this Proposal by certain common shareholders which vote is equal to 50%
of the total voting capital stock of the Company is required to approve the
Proposal.
CORPORATE NAME CHANGE. For the Proposal to change the name of the Company
to Brighton Oil Inc., a vote of a majority of the voting capital stock is
required for approval of the Proposal. As a result, a vote to approve this
Proposal by certain common shareholders which vote is equal to 50% of the total
voting capital stock of the Company is required to approve the Proposal.
A majority of shareholders of the Company's common stock have indicated
their intention to vote in favor of the Proposals, and the number of shares of
common stock within their voting control as of the Record Date is listed below.
The following principal shareholders hold, in the aggregate, approximately 53%
of the shares of voting capital stock and accordingly, have sufficient shares to
approve the Proposals:
5
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Name and Address Number of Percentage of
of Shareholder Shares Owned Shares Owned
--------------------------------------------------------------------------------
Summitt Oil & Gas, Inc. 44,633,721 52.94%
9595 Wilshire Blvd. #510
Beverly Hills CA 90210
--------------------------------------------------------------------------------
TOTAL 44,633,721 52.94%
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PRINCIPAL SHAREHOLDERS
The table below sets forth information with respect to the beneficial
ownership of our Common Stock as of February 20, 2007 for (a) any person who we
know is the beneficial owner of more than five percent (5%) of our outstanding
Common Stock, (b) each of our Directors and executive officers and (c) all of
our Directors and officers as a group. Other than the persons identified below,
no person beneficially owns more than five percent (5%) of each of the Company's
Common Stock. There are no other classes or series of capital stock outstanding.
As of the date of this Information Statement, the Company had 84,317,759 shares
of Common Stock and no shares of preferred stock issued and outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------
Name and Address Number of Percentage of
of Shareholder Shares Owned Shares Owned
--------------------------------------------------------------------------------
Summitt Oil & Gas, Inc. 44,633,721 52.94%
9595 Wilshire Blvd. #510
Beverly Hills CA 90210
--------------------------------------------------------------------------------
Boston Equities, Inc. 9,007,503 10.068
1660 Union Street #200
San Diego CA 92101
--------------------------------------------------------------------------------
Cede & Co. 9,485,390 11.25%
PO Box 222
Bowling Green Station, NY 10274
--------------------------------------------------------------------------------
Jon Carlson* 0 0.00%
2525 Camelback Road
Phoenix, AZ 85016
--------------------------------------------------------------------------------
(1) Applicable percentages of beneficial ownership are based on 84,317,759
shares of Common Stock and no shares of preferred shares outstanding on
February 20, 2007 for each shareholder. Beneficial ownership is determined
in accordance within the rules of the SEC and generally includes voting of
investment power with respect to the securities. Shares subject to
securities exercisable or convertible into shares of Common Stock that are
currently exercisable or exercisable within sixty (60) days of February
20, 2007 are deemed to be beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of such
persons, but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person.
(*) SECURITY OWNERSHIP OF MANAGEMENT. Applicable percentages of ownership are
based on 84,317,759 shares of Common Stock outstanding on February 20,
2007 for each shareholder. Beneficial ownership is determined in
accordance within the rules of the SEC and generally includes voting of
investment power with respect to the securities. Shares subject to
securities exercisable or convertible into shares of Common Stock that are
currently exercisable or exercisable within sixty (60) days of February
20, 2007 are deemed to be beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of such
persons, but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person.
6
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any additional
proposals in this Information Statement.
DIRECTORS AND EXECUTIVE OFFICERS
MANAGEMENT
The Company is not aware of any legal proceedings in which any Director,
executive officer, affiliate or any owner of record or beneficial owner of more
than five percent (5%) of any class of voting securities of the Company, or any
associate of any such Director, executive officer or affiliate of the Company or
security holder is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to the Company or any of its subsidiaries.
The following table sets forth the names and ages of the current Directors
and executive officers of the Company and the positions held by each person at
the Company. The executive officers of the Company are elected annually by the
Board. The Directors serve one (1) year terms until their successors are
elected. The executive officers serve terms of one (1) year or until their
death, resignation or removal by the Board.
NAME AGE POSITION(S)
Jon Carlson 38 Director, CEO, CFO
There are no family relationships among any of the Directors or executive
officers of the Company. Except as provided herein, none of the Company's
Directors or executive officers is a Director of any company that files reports
with the SEC. None of the Company's Directors have been involved in any
bankruptcy or criminal proceeding (excluding traffic and other minor offenses),
and none have been enjoined from engaging in any business during the past five
(5) years.
Set forth below is a brief description of the background and business
experience of each of the Company's existing Directors and executive officers
for the past five (5) years:
JON CARLSON. Mr. Carlson was appointed CEO and CFO as well as being appointed a
director to the Company in November, 2006. Mr. Carlson is a business consultant
and advisor within the oil and gas industry. His leadership experience cuts
across many industry lines, including, but not limited to, that of a Marine
Corps F/A-18 fighter pilot and president and CEO of a regional oil and gas
production and exploration (P & E) company.
Serving the nation through Desert Storm, and for much of the decade thereafter,
Mr. Carlson routinely operated in a complex, multi-national tactical aviation
arena. As an Air Combat Tactics Instructor, Mr. Carlson was responsible for the
coordination, planning, operation, execution and safety of multi-national air
strike packages consisting of over 40 fighters, bombers, aerial refueling
aircraft and electronic warfare aircraft. With operations ranging throughout
North America, Southeast Asia and Australia, Mr. Carlson's leadership position
enabled him to train senior government and military officials on three
continents. After completing his graduate work in Aviation Safety at the Navel
Postgraduate School, Mr. Carlson served as a Marine Air Group Director of Safety
and Standardization with direct responsibility for assets in excess of $2
billion.
7
Mr. Carlson co-founded and developed a P & E company that drilled extensively
throughout the oil-rich Williston Basin. Mr. Carlson has managed all aspects
organic to a P & E company, including the finance, geological and seismic
analysis, oversight of drill stem testing, lease acquisition, lease development,
and well management of nearly 100 oil and gas wells during the past ten years.
Carlson earned a Bachelor of Arts in Chemistry at St. Olaf College in
Northfield, Minnesota.
COMPENSATION OF EXECUTIVE OFFICERS
No current officers were paid any compensation for the fiscal years ended
December 31, 2006, 2005 and 2004 and no other executive officer received
compensation exceeding $100,000 during the years ended December 31, 2006, 2005
and 2004.
STOCK OPTIONS
For the years ended December 31, 2006, 2005 and 2004, there were no
options granted.
EMPLOYMENT AGREEMENTS
The Company currently has no employment agreement with its CEO, Jon
Carlson, but anticipates entering into such an agreement during this fiscal
year.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The current authorized capital stock of our Company consists of One
Hundred Million (100,000,000) shares of Common Stock, par value $0.001 per share
and Ten Million (10,000,000) shares of preferred stock, par value $0.01 per
share.
The following description is a summary of the capital stock of our Company
and contains the material terms of our capital stock. Additional information can
be found in our Articles of Incorporation (as amended) and our Bylaws.
COMMON STOCK
Each share of our Common Stock entitles the holder to one (1) vote on each
matter submitted to a vote of our shareholders, including the election of
Directors. There is no cumulative voting. The holders of our Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by our Board of Directors out of funds legally available therefore.
8
Holders of our Common Stock have no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
available to our Common Stock. In the event of liquidation, dissolution or the
winding up of the Company, the holders of our Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities. All of the shares
of Common Stock issued and outstanding are fully paid and non-assessable.
As of February 20, 2007, there are 84,317,759 shares of Common Stock
issued and outstanding.
PREFERRED STOCK
The Company is authorized to issue Ten Million (10,000,000) shares of
preferred stock, par value $0.01 per share. There are no shares of preferred
stock issued and outstanding at the current time. The Company has Ten Million
(10,000,000) shares of authorized but unissued shares of preferred stock, which
may be issued by the Board of Directors with rights, designations, preferences
and other terms, as may be determined by the Directors in their sole discretion,
at the time of issuance.
OPTIONS
As of the date of this Information Statement, there are no issued and
outstanding options to purchase any shares of the Company's Common Stock.
WARRANTS
There are 1,800,000 warrants currently issued and outstanding. 1,200,000
of the warrants are exercisable at $.70 with the remaining 600,000 warrants
exercisable at $.60 per warrant. The warrants were issued in July, 2005 and
expire in 2010.
DIVIDENDS
The Company has not declared or paid cash dividends on its Common Stock
since its inception and does not anticipate paying such dividends in the
foreseeable future. The payment of dividends may be made at the discretion of
the Board of Directors at that time and will depend upon, among other factors,
on the Company's operations.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION, BYLAWS AND
COLORADO LAW
AUTHORIZED BUT UNISSUED STOCK. Authorized but unissued shares of Common
Stock and preferred stock would be available for future issuance without our
shareholders' approval. These additional shares may be utilized for a variety of
corporate purposes including, but not limited to, future public or direct
offerings to raise additional capital, corporate acquisitions and employee
incentive plans. The issuance of such shares may also be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the desire of the Board of
Directors. A takeover may be beneficial to shareholders because, among other
reasons, a potential suitor may offer shareholders a premium for their shares of
stock compared to the then-existing market price.
9
The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management, which would render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of the Company's
management.
TRANSFER AGENT AND REGISTRAR
Executive Registar & Transfer Agency, Inc. is the transfer agent and
registrar of our Common Stock. Its address is 3615 South Huron Street, Suite
104, Englewood, Colorado 80110 and its telephone number is (303) 783-9055.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or Director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or Director of
the Company.
(b) No Director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company as set forth in this
Information Statement.
ADDITIONAL INFORMATION
Additional information concerning National Healthcare Technology, Inc.,
including its annual and quarterly reports filed with the U.S. Securities
Exchange Commission (the "SEC"), may be accessed through the SEC's EDGAR
archives at www.sec.gov.
PROPOSAL 1 - ADOPTION OF THE NATIONAL HEALTHCARE TECHNOLOGY, INC.
2006-1 CONSULTANT AND EMPLOYEE SERVICES PLAN
Our Company's Board of Directors proposes the adoption of the National
Healthcare Technology, Inc. 2006-1 Consultant and Employee Services Plan (the
"Plan").
PURPOSE OF ADOPTING THE NATIONAL HEALTHCARE TECHNOLOGY, INC. 2006-1 CONSULTANT
AND EMPLOYEE SERVICES PLAN
The purpose of the adoption of the Plan is to promote the long-term growth
and profitability of the Company by (a) providing key people with incentives to
improve shareholder value and to contribute to the growth and financial success
of the Company, and (b) enabling the Company to attract, retain and reward the
best-available persons. The Plan permits the granting of stock options
(including incentive stock options qualifying under Code Section 422 and
nonqualified stock options), stock appreciation rights, restricted or
unrestricted share awards, phantom stock, deferred share units, performance
awards, other stock-based awards, or any combination of the foregoing. Equity
incentives have been a significant component of compensation for directors,
officers, consultants and employees. We believe that this practice will enable
the Company to attract and retain highly qualified and experienced individuals.
By linking directors, officers, consultants and employees' compensation to
corporate performance, their reward is related directly to the Company's
success. We believe the use of equity incentives increases motivation to improve
shareholder value.
10
DESCRIPTION OF THE NATIONAL HEALTHCARE TECHNOLOGY, INC. 2006-1 CONSULTANT AND
EMPLOYEE SERVICES PLAN
Directors, officers, consultants and employees of the Company and its
Affiliates, as well as advisors, sales representatives, other individuals
performing bona fide services to or for the Company and its Affiliates, and
other individuals in connection with their hiring, retention, or otherwise may
be granted common stock options to purchase shares of Common Stock.
The Board will administer the Plan or a committee appointed by the Board
(referred to as the "Administrator"). The Administrator will have authority,
subject to the terms of the Plan, to determine when and to whom to make grants
under the plan, the type of Award and the number of shares to be covered by the
grants, the fair market value of shares, the terms of the grants, which includes
the exercise price of the shares of Common Stock covered by options, any
applicable vesting provisions, and conditions under which Awards may be
terminated, expired, cancelled, renewed or replaced, and to construe and
interpret the terms of the Plan and Awards.
OPTIONS. Options granted under the Plan provide participants with the
right to purchase shares at a predetermined exercise price.
TERM OF THE PLAN; AMENDMENTS OR TERMINATION. The Board has the power to
terminate, amend or modify the Plan at any time.
Our Board unanimously recommended a vote "FOR" the approval of the
adoption of the National Healthcare Technology, Inc. 2006-1 Consultants and
Employee Services Plan.
NO VOTING OF SHAREHOLDERS REQUIRED
We are not soliciting any votes with regard to this Proposal to adopt the
National Healthcare Technology, Inc. 2006-1 Consultants and Employee Services
Plan. The majority common stock shareholders have indicated an intention to vote
in favor of this Proposal holds, in the aggregate, 53% of the total issued and
outstanding shares of voting capital stock and accordingly, these majority
shareholders have sufficient shares to approve the Proposal.
PROPOSAL 2 - REINCORPORATION FROM A COLORADO CORPORATION
TO A NEVADA CORPORATION
PURPOSE AND ADVANTAGES OF REINCORPORATING THE COMPANY IN THE STATE OF NEVADA
The Board believes that it is in the Company's best interest to
reincorporate from a Colorado Corporation to a Nevada corporation because Nevada
law provides greater advantages to small businesses, including greater tax
savings, greater protection of corporate assets, lighter reporting and
disclosure obligations and greater privacy for investors, officers and directors
as is more fully set forth.
11
First, Nevada affords a corporation greater tax savings than Colorado.
Notably, there is no state income tax on corporations or corporate shares, no
franchise tax, no personal income tax and no inheritance tax. Furthermore,
Nevada corporations are not required to file state tax returns.
Second, Nevada law also provides for the protection of corporate assets by
preventing creditors from dismantling companies and liquidating assets to
satisfy debts. The sole remedy of a creditor for collecting debts is a type of
court order that allows creditors to receive payments on debts solely from
disbursements made to shareholders. In other words, until a corporation decides
to make a distribution, the creditor receives nothing.
Third, Nevada's reporting and disclosure obligations are lighter than in
any other state. The Nevada Secretary of State only requires minimal annual
reporting, which is limited to submitting the name(s) and address(es) of the
person(s) holding the position of officer or director. Furthermore, share
information and shareholder identity are protected in that Nevada does not
require the name(s) and address (es) of the shareholder(s) to be publicly filed.
Other notable advantages include the following:
o Nevada allows corporations to use bearer stock certificates, which
allow owners or investors utilizing such bearer shares to exercise
control or ownership while remaining anonymous.
o There is no requirement in Nevada of an information sharing
agreement with the Internal Revenue Service.
o Nevada does not impose restrictions on the place, time, or frequency
of shareholders or directors meetings. The shareholders of a
standard corporation may consist of any number of individuals of any
nationality and/or any number of corporations.
ARTICLES OF INCORPORATION AND ARTICLES OF CONVERSION
The Company shall file Articles of Incorporation and Articles of
Conversion (together, the "Articles") with the Secretary of State of the State
of Nevada and Articles of Conversion with the Secretary of State of the State of
Colorado (collectively with the Articles, the "Reincorporation Documents") in
order to effect the reincorporation of National Healthcare Technology, Inc., the
Colorado corporation to Brighton Oil Inc., the Nevada corporation. After the
Company files the Reincorporation Documents and upon confirmation from Nevada
and Colorado confirming the effectiveness of the Reincorporation Documents, the
Company shall cease being a Colorado corporation under the name National
Healthcare Technology, Inc. The Company's capital structure shall be the same as
the current capital structure of the Company. Furthermore, the principal place
of business of the Company will remain at 2525 Camelback Road, Suite 900,
Phoenix, Arizona 85016.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to
reincorporate the Company from a Colorado corporation to a Nevada Corporation.
12
NO VOTING OF SHAREHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to reincorporate the
Company. The majority common shareholders have indicated an intention to vote in
favor of this Proposal and hold, in the aggregate, 53% of the total issued and
outstanding shares of voting capital stock and accordingly, these majority
shareholders have sufficient shares to approve the Proposal.
PROPOSAL 3 - CHANGE THE COMPANY'S NAME TO BRIGHTON OIL INC.
Our Company's Board of Directors proposes to change our Company's name
from National Healthcare Technology, Inc. to Brighton Oil Inc., simultaneously
with the Company's reincorporation from a Colorado corporation to a Nevada
corporation.
PURPOSE OF CHANGING THE NAME OF THE COMPANY TO BRIGHTON OIL INC.
The Board believes that it is in the Company's best interest to have the
Company change its name in light of the fact that the former business of the
Company is no longer operational, and therefore its current name no longer
reflects the business and operations of the Company under the name National
Healthcare Technology, Inc.
ARTICLES OF INCORPORATION AND ARTICLES OF CONVERSION
In connection with the reincorporation of the Company from a Colorado
corporation to a Nevada corporation as is more fully set forth in the Section
entitled "Proposal 2 - Reincorporation From a Colorado Corporation to a Nevada
Corporation" herein, the Company shall file with the Secretary of State of the
State of Nevada Articles of Incorporation and Articles of Conversion, each of
which shall indicate "Brighton Oil Inc." as the new name of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to change the
name Brighton Oil Inc. from National Healthcare Technology, Inc. to Brighton Oil
Inc. upon reincorporating from Colorado to Nevada and upon filing the Articles
of Incorporation and Articles of Conversion with the Secretary of State of the
State of Nevada with the new name Brighton Oil Inc.
NO VOTING OF SHAREHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to change the
company name from National Healthcare Technology, Inc. to Brighton Oil Inc. upon
reincorporating from Colorado to Nevada and upon filing Articles of
Incorporation and Articles of Conversion with the Secretary of State of the
State of Nevada with the new name Brighton Oil Inc. The majority common
shareholders who have indicated an intention to vote in favor of this Proposal
hold, in the aggregate, 53% of the total issued and outstanding shares of voting
capital stock and accordingly, this principal shareholder has sufficient shares
to approve the Proposal.
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one (1) Information Statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the Information Statement by sending a
written request to the Company at 2525 Camelback Road, Suite 900, Phoenix,
Arizona 85016; or by calling the Company at (480) 588-2488, and requesting a
copy of the Information Statement. A security holder may utilize the same
address and telephone number to request either separate copies or a single copy
for a single address for all future Information Statements and annual reports.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jon Carlson
------------------------------
Name: Jon Carlson
Title: Chief Executive Officer
Phoenix, Arizona
February 20, 2007
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APPENDIX A
NATIONAL HEALTHCARE TECHNOLOGY, INC. 2006-1 CONSULTANT AND
EMPLOYEE SERVICES PLAN
A-1