Unassociated Document
UNITED
STATES SECURITIES
AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
Reliability
Incorporated
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(Exact
Name of Registrant as Specified in Its Charter)
0-7092
---------------------------------
(Commission
File Number)
Texas /
75-0868913
(State of
Incorporation) / (I.R.S. Employer Identification No.)
410 Park
Avenue -- 15th
Floor
New York,
New York 10022
(Address
of principal executive offices)
Registrant's
telephone number: (212) 231-8359
RELIABILITY
INCORPORATED
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
RELIABILITY
INCORPORATED IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED
IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY RELIABILITY
INCORPORATED’S STOCKHOLDERS IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS
INFORMATION STATEMENT.
This Information Statement is being furnished to the holders of
record on March 20, 2009, of the outstanding shares of common stock, no par
value, of Reliability Incorporated, a Texas corporation (the "Company"), in
connection with the prospective appointment of five members of the Board of
Directors of the Company, pursuant to the terms of a March 30, 2009 Special
Meeting of Shareholders (the “Meeting”) in which Jay A. Gottlieb. Greggory A.
Schneider, Michael Pearce, Joshua Krom and Ron Gutterson (collectively, the
“Board Designees”) were elected by a majority of the outstanding voting common
as described in greater detail below. Because the appointments are deemed to be
a change of control of the Company, this Schedule 14F Information Statement is
required to be filed with the SEC (and sent to shareholders of record as of a
recent date) at least 10 days prior to such additional Board members’ assuming
such directorship roles with the Company.
By way of
background:
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The
sole purpose of Meeting was the election of a Board of Directors, noting
that none of the old directors stood for re-election. A total of 5,083,355
common shares (or 53% of Registrant’s outstanding common) was present in
person or by proxy at the Meeting and voted in favor of the
election of all Board
Designees.
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As
permitted under Texas law and specific provisions of Registrant’s Bylaws,
the Board Designees will fill out the terms until the next election of
Directors.
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Concurrently,
the following officerships were also assigned, effective immediately: Mr.
Gottlieb (Chairman of the Board, Secretary and Treasurer) and Mr.
Schneider (Chief Financial
Officer).
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There
are no family relationships between any Board Designee or executive
officer of Registrant or any of its subsidiaries. Other than as
stated herein, none of the Board Designees nor any member of his immediate
family has engaged in any transactions with Registrant of the sort
described under Item 404(a) of
Regulation S-K.
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This Information Statement is being provided solely for
informational purposes and is NOT being provided in connection with a vote of
the Company's stockholders.
As noted
above, the Board Designees will take office effective upon this Information
Statement having been filed with the Securities and Exchange Commission and
forwarded to Company shareholders of record at least 10 days in advance. For
more detail about this change of control, biographical information and the
prospective addition of five (5) new directors to the Company’s Board, see
“Board Designees” below.
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
promulgated thereunder.
Board
Designees
Directors
are elected at the annual meeting of stockholders receiving a majority of the
votes cast when a quorum exists. Each director holds office until his
successor is appointed or he resigns, unless sooner removed. For biographies of
the Board Designees, see below.
The
following table sets forth the name, age and position with the Company of (i)
each of the persons appointed to the Company's Board of Directors effective 10
days after this Information Statement is distributed to shareholders and (ii)
each of the persons appointed in the interim as Executive Officer(s) of the
Company as described herein:
| Name |
|
Age
|
|
Principal
Position
|
|
Jay
Gottlieb
|
|
64
|
|
Chairman
of the Board of Directors, Secretary
and Treasurer
|
| Michael
Pearce |
|
46
|
|
Director |
| Greggory
Schneider |
|
33
|
|
Director
and Chief Financial Officer
|
| Joshua
Krom |
|
32
|
|
Director |
| Ron
Gutterson |
|
64
|
|
Director |
Below are
biographies of the Board Designees (Messrs. Gottlieb, Pearce, Schneider, Krom
and Gutterson):
Jay A. Gottlieb,
is a private investor in various companies since 1998. He is involved
in analysis and investment in undervalued special situations and shell
corporations. He presently owns between 5% and 21% of 14 public companies and is
a member of the Board of Directors of Golf Trust of America, Inc. From 1992 to
1998 he was the editor of an investment service that analyzed and published
extensive data on companies planning initial public offerings. From 1977 to
1991, Mr. Gottlieb was the President and Chairman of the Board of The
Computer Factory, Inc., a nationwide organization involved in retail and
direct sales, servicing and leasing of personal computers. From 1969 to 1988, he
was President of National Corporate Sciences, Inc., a registered investment
advisory service. Mr. Gottlieb holds a Bachelor of Arts from New
York University.
Michael Pearce has
been Chief Executive Officer and President of Golf Trust of America, Inc. since
November 8, 2007. Mr. Pearce has been a private investor in
various companies since 2002, with emphasis in distressed securities of publicly
traded entities. From late 1999 through 2001, he served as Chief Executive
Officer of iEntertainment Network. From 1996 to 1998, he served as
Senior Vice President of Sales and Marketing of publicly traded VocalTec
Communications, later returning in 1999 in a consulting capacity to its Chairman
on matters pertaining to strategic alternatives, business development and
mergers and acquisitions. From 1983 to 1996, he was employed in various
technology industry management positions, including Senior Vice President of
Sales and Marketing at Ventana Communications, a subsidiary of Thomson
Corporation; Vice President of Sales at Librex Computer Systems, a subsidiary of
Nippon Steel; and National Sales Manager at Hyundai Electronics America. From
1979 to 1983, he attended Southern Methodist University.
Gregg Schneider is a
private investor who specializes in undervalued publicly traded
securities. During the past fourteen years, Mr. Schneider
has been an active dealer in numismatic items, specializing in U.S.
rare coins and currency. Mr. Schneider attended two years of courses
at UCLA and is involved in several charitable organizations.
Joshua Krom is the
President of Realty Asset Management, LLC, a full service real estate company
which has specialized in acquiring and rapidly repositioning
distressed properties with the goal of maximize its investors’
returns. Mr. Krom has significant experience in the financial
analysis of residential portfolios, retail, industrial and apartment
buildings. He is a member of the most prominent national Real Estate
Owned organizations. Prior to forming Realty Asset Management, LLC,
Mr. Krom practiced real estate and corporate law. He is a licensed
attorney and real estate broker in California and a licensed real estate broker
in Nevada. Mr. Krom received his Juris Doctorate degree from Emory
University School of Law where he was a Dean’s Honors recipient. He
graduated with High Honors from the University of California, Santa Barbara,
where he received a Bachelor of Arts Degree in Communications.
Ron
Gutterson has for the last 14 years been President and Chief
Operating Officer of Sage Solutions Inc., a New York-based computer technology
organization. During this period, Mr. Gutterson has rendered
technology services to the major Fortune 100 corporations of America in both the
manufacturing, banking and brokerage industry. For ten years prior,
he was Vice President of Sales for the International Operations division of a
major home furnishings convertor based out of New York. Mr. Gutterson
holds a B.S. in Economics and an MBA in Finance.
Voting
Securities; Beneficial Ownership of the Company's Common Stock ss
The
Company's common stock is the only class of equity securities that is currently
outstanding and entitled to vote at a meeting of the Company's stockholders.
Each share of common stock entitles the holder thereof to one (1)
vote. As of March 20, 2009, 9,630,000 shares of the
Company's common stock were issued and outstanding (of 20,000,000
authorized).
Committees of the Board of
Directors
The
Company will in the future establish an Audit Committee in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”)
that will be comprised of a majority "independent” directors as defined under
pertinent securities rules. Given the period time it is
expected to take to complete the selection process and given that the Company is
not currently subject to the Sarbanes Oxley Act requiring at least an Audit
Committee be comprised of a majority of independent directors, the Company has
have elected to defer such search at least until January 1, 2010. At the time of
selection, the Company will mail to stockholders of record and file with the SEC
any information re-garding the new directors as is required by Section 14 of the
Exchange Act.
Once put
in place, the Audit Committee, among other things, will determine engagement of
the independent certified public accountants and review the scope and effect of
the audit engagement. Be-cause the Company will constitute a
“controlled company” as defined under the Sarbanes-Oxley Act, the Company is
exempt from being required to create a Compensation Committee or other
committee(s) comprised of a majority of independent directors.
Signature
Pursuant
to the requirements of the Exchange Act, the Company has duly caused this
Schedule 14-F Information Statement to be signed on its behalf by the
undersigned hereunto duly authorized.
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Reliability
INCORPORATED |
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Dated:April
9, 2009
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By:
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/s/ Jay
Gottlieb |
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Jay
Gottlieb |
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President,
Secretary, Treasurer & Chairman of the Board |
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