Kelsey House 77 High Street Beckenham Kent BR3 1AN United Kingdom
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
November 24, 2006
We are furnishing this Information Statement to all of our shareholders of record at the close of business on November 22, 2006 of our common stock, $0.001 par value This notice is required by Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 of the Securities and Exchange Commission (“SEC”).
NO VOTE OR OTHER ACTION BY MEDIQUIP’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
MediQuip Holdings, Inc., a Nevada corporation (“MediQuip”), has entered into an Agreement and Plan of Reorganization with SubSea Acquisition Corporation (“SubSea”), a Texas corporation that provides for the acquisition of SubSea by MediQuip. SubSea is a privately-held company that has entered into an Agreement and Plan of Reorganization with Deep Down, Inc and Strategic Offshore Services Corporation. Through Deep Down and Strategic Offshore, SubSea specializes in the provision of installation management, engineering services, support services and storage management services for the subsea controls, umbilicals & pipeline industries offshore. SubSea is an umbilical and flexible pipe installation engineering and installation management company. They also fabricate component parts for subsea distribution systems and assemblies that specialize in the development of offshore subsea fields and tie backs. These items include umbilicals, flowlines, distribution systems, pipeline terminations, controls, winches, and launch and retrieval systems, among others. They provide these services from the initial field conception phase, thru manufacturing, site integration testing, installation, topsides connections, and the final commissioning of a project. Their products and services serve the offshore industry and are used in deep-water exploration and production of oil and gas. The acquisition is expected to be completed on or about December 14, 2006. As a result of the acquisition, the shareholders of SubSea (hereafter referred to as “Deep Down” and its shareholders as the “Deep Down Shareholders”) will own a majority of the voting stock of MediQuip, which will change its name to Deep Down, Inc. The acquisition will not require the approval of shareholders of MediQuip.
Under the Agreement and Plan of Reorganization, Robert E. Chamberlain, Jr., President and Chief Executive Officer of Subsea will be appointed Chairman of the Board of directors of MediQuip. All officers and directors of MediQuip will resign their posts immediately. Robert E. Chamberlain, Jr. will be appointed Chairman and director; Ronald E. Smith will be appointed President, Chief Executive Officer and Director; John C. Siedhoff will be appointed Chief Financial Officer, Treasurer; and director; Daniel L. Ritz, Jr. will be appointed director; and Mary L. Budrunas will be appointed Secretary. David Francis and all the present officers and directors will resign from these positions with the parent company upon the appointment of the new officers and directors. Messrs. Chamberlain, Siedhoff, Ritz, and Budrunas as officers and additional directors will not begin their terms until after the expiration of the ten day period beginning on the later of the date of the filing of this Information Statement with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information Statement to MediQuip’s shareholders and completion of the acquisition.
Because of the change in ownership and the composition of the board upon completion of the acquisition, there will be a change in control of MediQuip.
Proposed Executive Officers and Directors After the Acquisition
NAME AGE POSITION
Robert E. Chamberlain, Jr. 47 Chairman & Director
Ronald E. Smith 48 President, CEO & Director
John C. Siedhoff 47 Chief Financial Officer, Treasurer & Director
Daniel L. Ritz 45 Director
Mary L. Budrunas 55 Secretary
Mr. Chamberlain Prior to his association with Deep Down, Mr. Chamberlain has served as a trusted corporate advisor to large and small businesses nationwide; served on the board of directors of public and private companies; served as Chairman and CEO of public and private companies, and has been instrumental in many “going public” transactions. His industry experience includes numerous and various industries including energy, pipelines, telecommunications, aerospace, defense, distribution, manufacturing, construction, retailing, professional sports franchises and financial services. After graduating with a B.S. in Chemical Engineering and a B.S. in Biomedical Engineering from Northwestern University's Technological Institute, Robert went on to further his education by earning an . . .
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SECTION 6.05. Obligations of Shareholder . Shareholder, on behalf of new management of MediQuip, unconditionally agree: (i) to refrain from the issuance of any securities pursuant to a registration statement on Form S-8 for a period of 12 months from and after the Effective Time (ii) not to change the number of issued or outstanding shares of capital stock of MediQuip by a stock split, stock dividend, combination, reclassification, reverse stock split, combination or reclassification of shares or other similar event for a period of 12 months from and after the Effective Time, and except as a condition to a listing of common stock on a national exchange, in which event the limitation period will be 6 months (iii) not to issue any equity securities to any person, firm or corporation for any purpose whatsoever for consideration less than the fair market value applicable to the nature of the transaction of such securities, and (iv) not to file a registration statement with the Securities and Exchange Commission on Form SB-2 or other similar form covering secondary offering of and class of equity securities prior to the expiration of 6 months from and after the Effective Time.
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posted
Have you found anything on the O/S or the float? I just called deepdown a little while ago, but the guy IR guy is out to lunch.
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-------------------- If your not on the edge of ur seat, sell it! Everything posted is my opinion! Posts: 992 | From: H-town | Registered: Nov 2006
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posted
.355x.40 If you are interested in this..get in now before PR..Monday the .40's will be gone forever imo...
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posted
This appears to be one of those R/Ms where they do it to go public at a quick pace. Is that your opinion?
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posted
Yes...I am treating it like an IPO...they cannot dilute for 6-12 months and this is a really impressive company. Visit the website, look at the clients, the CEO's experience, etc... Solid Company imo...
posted
I tried to get the IR guy at deepdown 3 times and have'nt reached him. This company should make some good money with the customers they have. I looked at the website a lot yesterday before I bought and liked what I saw. I just got another 6 thou shares below 40
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posted
I read somewhere else that IR guy said he wouldn't discuss Deepdown going public till Monday. I guess that is when we get our PR.
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posted
.35x.44 keeping it spread out here, lol.. We still might see .50 by close..I would hate to be chasing on Monday.
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posted
We don't know financial #'s for Deep Down yet but something tells me it is worth much more than the current $2M market cap, lol...
Posts: 908 | Registered: Dec 2004
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posted
MB thanks for pointing that out. Hers all the stuff I see on share amounts. The best I can figure the new outstanding common share amount will be 75,000,000. I'm not a lawyer and don't claim to be a business expert so thats my best guess. Not sure what it means.
I like these parts about the new capitalization
In connection with the Agreement and Plan of Reorganization described in the preceding footnote, the company issued the following equity securities to accredited investors in reliance on the exemption from registration contained in Section 4(2) and 4(6) of the Securities Act of 1933 as well as Rule 506 of Regulation D promulgated thereunder:
1. 75,000,000 shares of Common Stock 2. 5,000 shares of Series D Redeemable Convertible Preferred Stock 3. 5,000 shares of Series E Redeemable Exchangeable Preferred Stock 4. 3,000 shares of Series F Redeemable Convertible Preferred Stock 5. 1,000 shares of Series G Redeemable Exchangeable Preferred Stock
SECTION 4.03. Capitalization . The authorized capital stock of MediQuip consists of (a) 490,000,000 shares of MediQuip Common Stock, $.001 par value, and (b) 10,000,000 shares of preferred stock, $.001 par value. As of the date of this Agreement, (i) 39,221,421 shares of MediQuip Common Stock are issued and outstanding, and 22,000 shares of MediQuip preferred stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, (ii) in addition to the shares reserved for issuance under the terms of the Plan referred to and defined in Section 4.07, no shares of MediQuip Common Stock are held in the treasury of MediQuip or by MediQuip Subsidiaries and (iii) 4,400,000 shares are reserved for future issuance upon conversion of the outstanding preferred stock. Immediately prior to closing, there will exist only 7,870,171 shares of MediQuip Common Stock issued and outstanding and 22,000 shares of MediQuip preferred stock (convertible into a maximum of 4,400,000 shares of common stock of MediQuip) issued and outstanding
Upon the closing of the divestiture of Westmeria Health Care Limited, there will exist only 7,870,171 shares of MediQuip Common Stock issued and outstanding and 22,000 shares of MediQuip preferred stock (convertible into a maximum of 4,400,000 shares of common stock of MediQuip) issued and outstanding.
Posts: 957 | Registered: Jun 2006
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posted
Does anyone think this run is over or is it just begining? The reason I ask is because earlier this year is was steadily over a $1. Do you think it will hit that again?
Posts: 47 | Registered: Oct 2006
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