TRUE HEALTH, INC.
5 Tansey Circle - Mesquite, Texas 75149
Telephone (972) 644-1200- Facsimile (972) 329-0053
--------------------------------------------------------------------------------
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
JUNE 19, 2003
We are furnishing this Information Statement to
all of our shareholders of record at the close of
business on June 17, 2003 of our common stock, $.01 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 TRUE HEALTH, INC.'S SHAREHOLDERS IS REQUIRED
IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
True Health, Inc., a Utah corporation ("True Health"), has entered into
an Agreement and Plan of Reorganization (the "Agreement") dated as of June 17,
2003 with Westmeria Health Care Limited., a private limited company incorporated
in England and Wales ("Westmeria") and David Francis, the majority
securityholder of Westmeria ("Shareholder"). Westmeria is a full service
specialist, medical equipment and medical professional supplier to the
healthcare industry. Its primary clients are Great Britain's National Health
Service (NHS), BUPA International and the private Nursing Home Industry.
Westmeria's core business is supplying proprietary branded specialist pressure
relieving equipment for the healthcare sector. The branded products are
manufactured and licensed for the company in Germany, Belgium and Taiwan.
Westmeria Healthcare also deliver recruitment services to the NHS; specializing
in the provision of locum Radiographers and nurses. The acquisition is expected
to be completed on or about July 1, 2003. As a result of the acquisition, all
securityholders of Westmeria will exchange all of the shares of Westmeria's
common stock for a specified number of shares of True Health's common stock to
be issued and True Health will acquire all of the issued and outstanding
securities of Westmeria, making Westmeria a wholly-owned subsidiary of True
Health.
Under the Agreement, in connection with the acquisition, David Francis,
Managing Director of Westmeria will be appointed President, Chief Executive
Officer and a Director of True Health. Richard M. Stokley and Earl D. Milton
will resign from their respective positions of True Health upon Mr. Francis'
appointment. Mr. Francis intends to appoint Tony Summers, John Samuels, Nicola
Jane Rodker, Ian Haines, Alex Whear, Kate Carpenter and Steve O'Toole as
officers and additional directors. Messrs. Francis, Summers, Samuels, Rodker,
Carpenter and O'Toole 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 True Health's shareholders and after 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 True
Health.
As of June 17, 2003, True Health had 258,393 shares of its common stock
issued and outstanding. The common stock is True Health's only outstanding class
of voting securities that would be entitled to vote for directors at a
shareholders meeting if one were to be held, each share being entitled to one
vote.
Please read this Information Statement carefully. It describes the
terms of the acquisition under the Agreement and its effect on True Health and
contains biographical and other information concerning the executive officers
and directors after the acquisition. Additional information about the
acquisition and Westmeria is contained in True Health's Current Report on Form
8-K ("Form 8-K") dated June 19, 2003, which was filed with the SEC on June 19,
2003. All True Health filings, and exhibits thereto, may be inspected without
charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 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 True Health
filings may be obtained from the SEC's website at http://www.sec.gov.
THE AGREEMENT AND PLAN OF REORGANIZATION
As of June 17, 2003, True Health, Westmeria and Shareholder entered
into an Agreement and Plan of Reorganization (the "Agreement") pursuant to which
all securityholders of Westmeria will exchange all of the shares of Westmeria's
common stock for a specified number of shares of True Health's common stock to
be issued and True Health will acquire all of the issued and outstanding
securities of Westmeria, making Westmeria a wholly-owned subsidiary of True
Health. Capitalized terms used herein but not otherwise defined herein have the
meanings ascribed to them in the Agreement.
At the Effective Time, by virtue of the Exchange:
(a) 40,485,000 shares of common stock, par value $.01
per share, of the True Health (the "True Health Common Stock")
shall be issued in exchange for all outstanding shares of
capital stock of Westmeria (the "Westmeria Securities") issued
and outstanding immediately prior to the Effective Time. Each
share of Westmeria Securities shall be converted, into the
right to receive a ratable portion of 40,485,000 shares (the
"Exchange Ratio") of True Health Common Stock; provided,
however, that, if between the date of this Agreement and the
Effective Time the outstanding shares of True Health Common
Stock shall have been changed from into a different number of
shares or a different class, by reason of any stock dividend,
subdivision, reclassification, recapitalization, split,
combination or exchange of shares, the Exchange Ratio shall be
correspondingly adjusted to the extent appropriate to reflect
such stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares
(all such shares of True Health Common Stock being herein
referred to as the "True Health Securities" or the "Exchange
Consideration"); and
(b) each Share held in the treasury of Westmeria and
each Share owned by True Health or any direct or indirect
wholly owned subsidiary of True Health or of Westmeria
immediately prior to the Effective Time shall be cancelled and
extinguished without any conversion thereof and no payment or
distribution shall be made with respect thereto
The Agreement contemplates that following the acquisition, David
Francis, Managing Director of Westmeria will be appointed President, Chief
Executive Officer and a Director of True Health. Richard M. Stokley and Earl D.
Milton will resign from their respective positions of True Health upon Mr.
Francis' appointment. Mr. Francis intends to appoint Tony Summers, John Samuels,
Ian Haines ,Alex Whear ,Nicola Jane Rodker, Kate Carpenter and Steve O'Toole as
officers and additional directors. Messrs. Francis, Summers, Samuels, Rodker,
Carpenter and O'Toole will serve until their respective successors are elected
and qualified.
PROPOSED CHANGE IN CONTROL OF TRUE HEALTH
Giving effect to the acquisition and replacement of the officers and
directors of True Health by the board of directors of Westmeria, and the
issuance of True Health common stock to the Westmeria holders:
o the holders of Westmeria will own a majority of the outstanding voting
stock of True Health;
o Messrs. Francis, Summers, will be the only directors of True Health.
As a result of the majority voting stock ownership of the Westmeria
holders and director status, upon completion of the acquisition, Messrs.
Francis, Summers, Haines, Whear, Rodker, Carpenter and O'Toole will be in
control of the business and affairs of True Health.
WESTMERIA
Westmeria is a full service specialist, medical equipment and medical
professional supplier to the healthcare industry. Its primary clients are Great
Britain's National Health Service (NHS), BUPA International and the private
Nursing Home Industry.
Westmeria's core business is supplying proprietary branded specialist
pressure relieving equipment for the healthcare sector. The branded products are
manufactured and licensed for the company in Germany, Belgium and Taiwan.
Westmeria have recently entered into the UK's Medical Professional
Recruitment Business, which has been identified by management to be a
significant and key area for the future growth of the company. Westmeria has
proved to be a sustainable and profitable business, producing positive cash
flows since its first year.
In the last fiscal year of 2002, Westmeria generated $1,000,000 in
revenues, qualifying it for entry to the Best of Business awards, being one of
the fastest growing in its sector.
Westmeria's principal office is in Beckenham, Kent, UK. Westmeria
presently has 19 full-time and 4 part time professionals, plus 2 board members
and a board of advisors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of June 12,
2003, regarding beneficial ownership of Common Stock by (i) each person known by
True Health to be the beneficial owner of more than 5% of the outstanding shares
of its common stock, (ii) each current director, nominee and executive director
of True Health, (iii) all current officers and directors as a group, and (iv)
all proposed directors and officers of True Health after giving effect to the
acquisition. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the SEC. Except as
otherwise indicated below, the shareholders listed possess sole voting and
investment power with respect to their shares. Except as otherwise indicated in
the table below, the business address of each of the persons listed is c/o
Westmeria Health Care Limited, Kelsy House, 77 High Street, Beckenham, Kent, UK.
BR3 1AN.
------------------------------------------- ----------------------------------- --------------------------------------
Current Holdings(1) After Closing Acquisition(2)
------------------------------------------- ----------------------------------- --------------------------------------
------------------------------------------ Percentage of Percentage of
Name and Address Amount Total Amount Total
of Beneficial Owner
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Richard M. Stokley 139,334(3) 53.9% 139,334 0.34%
5 Tansey Circle
Mesquite, Texas 75149
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Earl D. Milton 16,244 6.3% 16,244 0.04%
3795 Waldorf
Dallas, Texas 75229
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Current executive officers and directors 155,578 60.2% 155,578 0.38%
(2 directors)
------------------------------------------- ----------------- ----------------- -------------------- -----------------
David Francis 0 0% 26,381,250 65.16%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Tony Summers 0 0% 2,587,500 6.39%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
John Samuels 0 0% 0 0%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Ian Haines 0 0% 693,750 1.71%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Alex Whear 0 0% 971,250 2.39%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Nicola Jane Rodker 0 0% 277,500 0.69%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Kate Carpenter 0 0% 555,000 1.37%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Steve O'Toole 0 0% 63,750 0.157%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
Proposed executive officers and directors 0 0% 31,530,000 77.87%
(2 directors)
------------------------------------------- ----------------- ----------------- -------------------- -----------------
TOTAL 155,578 60.2% 31,685,578 78.25%
------------------------------------------- ----------------- ----------------- -------------------- -----------------
(1) Reflects 258,393 shares of True Health common stock outstanding.
(2) Reflects 40,485,000 shares of True Health common stock outstanding after
the closing of the acquisition not including 10,000,000 shares reserved for
issuance under the Company's 2003 Directors, Officers and Consultants Stock
Option, Stock Warrant and Stock Award Plan.
DIRECTORS AND EXECUTIVE OFFICERS
We expect that on or about July 1, 2003, the business combination will
be completed and the current directors of True Health, Richard M. Stokley and
Earl D. Milton will be replaced by David Francis, Tony Summers, The following
table sets forth information regarding True Health's current executive officers
and directors and the proposed executive officer and directors of True Health
after the acquisition.
Current Executive Officers and Directors
Set forth below is certain information regarding the current executive
officers and directors of True Health:
Name AGE Position
Richard M. Stokley 70 Chairman and CEO
Earl D. Milton 78 Secretary, Treasurer and Director
Richard M. Stokley, Chief Executive Officer and Director. Mr. Stokley
has over thirty years experience in Multi-level companies including being in
the top ten for the United States and Canada in Personal Group Volume for Amway
and the number one distributor in Pennyrich. He has been involved in Real
Estate investment, development and construction as well as manufacturing.
Earl D. Milton, Secretary, Treasurer and Director. Mr. Milton holds
degrees in Finance and Accounting from Centenary College, Shreveport. He, also,
has done post graduate work in finance at New York University. Mr. Milton has
served as financial consultant to numerous companies in Texas and Louisiana;
supervised a $50 million investment fund; was Vice President for a
securities firm; and was a securities analyst on Wall Street.
No audit committee has been active since the beginning of the last
fiscal year.
Proposed Executive Officers and Directors After the Acquisition
Name Age Position
David Francis 38 President and Chief Executive Officer
Tony Summers 33 Vice President of Operations and Director
John Samuels 30 Distribution Manager (previously Operations Manager)
Ian Haines 32 Equipment sales manager
Alex Whear 32 Recruitment sales Manager
Nicola Jane Rodker 36 Finance Manager
Kate Carpenter 30 Operations Manager (previously Distribution Manager)
Steve O'Toole 32 I.T. Manager
Resume for David Francis - Westmeria President and Chief Executive Officer
Mr. Francis attended Northbrook Secondary School from 1976 to 1982,
achieving O'Level and CSE passes.
Mr. Francis has been involved from an early age in his family-run
Nursing Home. In 1983 Mr. Francis assumed junior managerial responsibilities
within the Nursing Home and progressed his managerial capacity and
responsibilities over the course of the next 4 years, to include new quality
systems and a management structure review.
Between 1998 and 1999 Mr. Francis developed several additional
successful businesses outside of the Healthcare industry.
In 1992, Mr. Francis had attained partner status within the Nursing
Home and project managed a (pound)750,000 refurbishment programme to expand the
Nursing Home from 22 beds to a 36 bedded Nursing Centre.
In 1997 Mr. Francis became a major shareholder in City Bars and
Restaurants (CBR PLC) comprising of three units. By 2002, the company had sold
two units, retaining one with (pound)2million turnover. Mr. Francis remains a
Non-Executive Director of CBR.
In 1999, Mr. Francis was successful in winning a tender with Bromley
Health Authority to supply pressure relieving equipment and so set up Westmeria
Healthcare Ltd, of which he is the Chief Executive Officer.
In 2001, a new Managing Director was appointed to the Nursing Centre,
allowing Mr. Francis to concentrate on Westmeria Healthcare. Mr. Francis
therefore acts as a mentor to the current Managing Director of the Nursing
Centre.
Mr. Francis currently manages Westmeria Healthcare Ltd; a company that
has grown from (pound)0-2 million turnover to date under his leadership.
Westmeria is comprised of two business components; namely the rental and retail
of specialist equipment to Nursing Homes and Hospitals and the Recruitment
Division, supplying locums to hospitals throughout the Country. Westmeria have
recently gained approval onto the Purchasing and Supplies Agency (PASA) list of
approved suppliers of equipment to the NHS.
Resume for Tony Summers - Westmeria Vice President of Operations and Director
Mr. Summers attended Comprehensive school and he achieved two `A' level
grades.
In 1987-1988 upon leaving the school system, Mr. Summers was recruited
to the Real Estate profession.
After two years, the real estate chain was purchased by the Bristol and
West building society. Mr. Summers was retained by the parent company and
re-trained for the promotion and sale of retail financial products.
Mr. Summers eventually became responsible for four real estate branches
and three building society branches, at 22 this made him the youngest in the
company to have achieved such a role.
In 1992, Mr. Summers was head hunted by a very ambitious IT recruitment
company "MSB International". Mr. Summers was instrumental in developing the
company from 12 employees to 300 and responsible for revenue growth from
(pound)4m to (pound)200m in seven years eventually becoming Technology Solutions
Director. The company was floated on the UK stock exchange in May 1996 and
became a FTSE 100 company.
Amongst his responsibilities he carried the responsibility of running
four sales divisions, representing the core delivery engine of the business and
some 130 sales staff. Mr. Summers joined the Operational Board and reported
directly to the Chief Executive.
In 2000 opted to leave MSB, Mr. Summers had identified a very exciting
new opportunity and business challenge in the Healthcare Recruitment sector and
joined David Francis of Westmeria Healthcare to develop an aggressive Medical
Professional Recruitment division for the company.
Mr. Francis was aware of the MSB success story and retained Mr. Summers
to advise in the development of the company, Westmeria Healthcare.
Mr. Summers began work with Westmeria on a consultancy basis in March
'01 and became a Director in April '02 responsible for the strategic development
of the Medical Recruitment .
Resume for Alex Whear - Westmeria Recruitment Manager
Born 1970 in Bromley Kent England Mr Whear was educated at Ravensbourne
school for boys acquiring two A' levels, English literature grade A & English
language grade A along with four O' levels, Geography grade B, Mathematics grade
B, Biology grade C & History grade B.
After reaching his goal of securing his academic qualifications Mr
Whear set out to fulfill his next ambition of travelling firstly across Europe
and then Africa eagerly trying to learn the cultural differences in each country
along the way. Once this gnawing bug was finally out of his system and laid to
rest Mr Whear turned his attention to which direction his professional working
career should take. In January 1990 Mr Whear entered the world of recruitment.
Mr Whear began his recruitment career in 1990 working as a Resource
Executive with a rapidly expanding, I.T. recruitment company, MSB International.
He worked as a key member of the Technical Support Division, assisting a team of
sales consultants to identify immediately available applicants to the divisions
various job requirements.
After working for the organisation for six years Mr Whear was
headhunted by one of MSB's principle competitors, Intelligent Solutions. Here he
was appointed as Resourcing Director. This role encompassed the management and
development of 6 sales consultants and 14 resourcers. During this period Mr
Whear reported directly to the managing director and was responsible for
delivering targets that accounted for 25% of the companies total revenue which
exceeded (pound)25m.
In 2000 along with four other partners, Mr Whear formed his own I.T.
Recruitment company, ASK.IT consulting. After two years of endeavor in a
declining market Mr Whear was approached by a former colleague from MSB
International, Mr Tony Summers to spearhead a recruitment division in a new
sector; healthcare.
In 2002 Mr Whear joined Westmeria Healthcare Ltd. In less than a year
he has built a recruitment team of six staff generating revenues of more than
(pound)1.5m.
Resume for Mr Ian Haines - Westmeria Sales Manager
Mr Haines left the State Comprehensive System achieving several O level
Grades in 1986. After leaving full time education Mr Haines pursued a career in
the Retail travel industry, working as a Sales Consultant for one of the UK's
largest Retails Travel Agents Lunn Poly Ltd. This period of employment
introduced Mr Haines to the fundamentals of selling and customer care.
After a successful two-year period with Lunn Poly Ltd, Mr Haines joined
ILG Travel the UK's largest Tour Operator. During his three years employment he
held various positions including Customers Service Executive, Overseas
Representative and Quality Control Manager.
In 1991 Mr Haines was approached by a rival to ILG, and commenced
employment with Cosmos Air Plc. Mr Haines took responsibility of building an
Agency Sales Department for the business, working closely with senior management
to achieve timescales, staffing levels and budgetary constraints. Amongst other
duties Mr Haines successfully built a strong customer focused team, and provided
efficient sales administration back up to a team of National Sales Managers.
Having spent his career in the Travel Industry from School, Mr Haines
decided to change focus into a more progressive business area. He joined MSB
International in the summer of 1994. MSB was a rapidly expanding IT recruitment
company. Here, Mr Haines excelled as a Sales Consultant selling
business-to-business staffing solutions to FTSE 100 companies. MSB proved to be
the catalyst for a successful career in recruitment with Mr Haines progressing
through the company to the position of Business Manager within Six Years. Mr
Haines was responsible for identifying and building a number of new technology
business areas during his time at MSB.
Mr Haines was headhunted by a former colleague, Mr Tony Summers and
left MSB in the autumn of 2001, to join Westmeria Healthcare Ltd where he became
responsible for the National Equipment Sales Division.
Resume for John Samuels - Westmeria Operations Manager.
Attended Comprehensive school achieving 7 GCSE grades.
Upon leaving school in 1989 Mr Samuels joined Associated Newspapers
Group and remained there for 7 years.
Through several promotions he rose to the position of Production and
Distribution Manager for the groups magazine products.
In early 1997 Mr Samuels joined the market leading IT recruitment
company MSB International. During the 4 years spent at MSB Mr Samuels
experienced a number of promotions and worked across every area of the business.
Responsibilities included extensive management, business development and account
management. At the point of leaving MSB in late 2001 Mr Samuels was as Group
Delivery Manager. The role encompassed managing the resourcing / researching
function for the entire business, directing and managing 55 reports, reporting
directly to the PLC board.
In 2001 Mr Samuels was headhunted by Best International, a market
leading city based IT consultancy. This consultancy role involved the
implementation and direction of a new IT recruitment contracts division. The
role also encompassed aspects of business analysis, reviewing and enhancing
sales practices throughout the business.
In 2001 Mr Samuels was head hunted by an old associate from MSB, Mr
Tony Summers and was invited to join Westmeria Healthcare in the capacity of
Operations Manager. At Westmeria he was tasked with enhancing the day-to-day
operational running of the business.
Mr Samuels has been responsible for the design, launch and NHS approval
of Westmeria's product range.
Resume for Kate Carpenter - Westmeria Distribution Manager
Born in Bromley, Kent in October 1972
British Nationality
Ms Carpenter attended Ravensbourne Girls School from 1985 - 1990,
achieving 13 GCSEs.
Upon leaving school, Ms Carpenter joined Bromley Health Authority,
commencing as part of the administration team her career developed over the
course of 9 years. Through this period, she received several promotions, giving
her exposure to various departments and functions within the health authority.
This culminated in the management of NHS contracts worth in excess of
(pound)150m.
In 1999 Ms Carpenter joined the Westmeria group to perform a function
across both Westmeria Nursing Centre and Westmeria Healthcare Ltd. Here she was
responsible for creating workflow processes for the finance department.
Through the expansion of Westmeria Healthcare Ltd a requirement for a
Human Resources function arose. In April 2001, Ms Carpenter was tasked with
creating this department. She became responsible for all Human Resources aspects
for circa 80 employees across the two companies. This included the creation and
implementation of all policies and procedures.
In October 2002, Ms Carpenter was approached to undertake research for
a new division of the company; that of Distribution Network. This network would
resell and promote Westmeria's branded products across other locations within
the UK. Following the research period, the distributor network division was
launched in January 2003.
Resume for Nicola Rodker - Westmeria Finance Manager
Nicola Rodker, Finance manager. Nicola attended Alleyns school from
1977 - 1984 achieving four A levels. She went on to study business finance at
university and graduated with an Honours Business degree in 1988. Nicola started
her career with IBM (UK) Ltd as a junior accountant and also continued her
studying for professional accountancy qualifications and was sponsored by IBM.
Nicola progressed within IBM to head up a team of trainee accountants and take
on a training role.
In 1990 Nicola returned to London to pursue a career in the financial
sector in the City, and was employed by Lehman Brothers responsible for
financial reporting of the equity and fixed income trade floors, in time she
also had responsibility for financial reporting of all of their European
branches.
After 2 years she moved to the Bank of Boston, another US financial
institution to continue to develop her career in the industry, her accountancy
studies continued and in 1992 she became a member of the Chartered Institute of
management Accountants (CIMA).
In 1996 Nicola took a career break to have a family.
Nicola has been with Westmeria since 2000 as an accountant and her role
has expanded considerably in that time. She overseas the finance function for
both Westmeria Healthcare and Westmeria Nursing Home and manages a team of 3
accountants .Nicola is Company Secretary to Westmeria Healthcare Ltd.
Resume for Steve O'Toole - Westmeria I.T. Manager.
After attending Comprehensive school, Mr. O'Toole achieved four O
Levels and a number of City & Guilds distinctions in business studies and
computing. Upon leaving school, Mr. O'Toole attended college and attained six
further City & Guilds distinctions in IT and electrical engineering. Mr. O'Toole
then became IT sales manager of a division of Vision Technology, which was later
sold to form part of the PC World group.
Mr. O'Toole provided technical and sales support to European & North
American software vendor Wordstar International which entailed writing,
designing and presenting, presentations at large trade show events.
Mr. O'Toole's career progressed to various management and support roles
in financial institutions in the city of London, Including:
LIFFE: Service and Support Analyst
Bank of China International Ltd: IT Support Manager
Lazard Brothers: Helpdesk Team Leader
Dresdner Kleinwort Benson: Helpdesk & Engineering Team Leader
Recently Mr. O'Toole has focused on broadening his experience to
managing all aspects of IT growth and management in smaller companies. Michael
Bailey Associates, formerly Intelligent solutions was one such company. Mr.
O'Toole was brought in to identify areas in which the company could manage
growth, which resulted in his managing IT and facilities growth in the company
by nearly 300% over a 2 year period.
Mr. O'Toole joined Westmeria Healthcare in November of 2002 on a
consultancy basis and has recently taken a full time position as IT & Facilities
manager.
Mr. O'Toole's philosophy for managing and deploying IT is very much
focused on providing excellent support and services which always exceed users
expectations. There is no reason why clients should not expect the same service
and attention to detail, regardless of the size or type of organization.
EXECUTIVE COMPENSATION
True Health has two part-time executive officers. There was no
compensation paid to officers in 2002, 2001 and 2002. The directors of True
Health are not compensated for their services in that capacity.
BOARD OF DIRECTORS
Each director holds office until the next annual meeting of
shareholders, and until his successor is elected and qualified. At present, True
Health's bylaws require no fewer than one director. Currently, there are three
directors of True Health. The bylaws permit the Board of Directors to fill any
vacancy and the new director may serve until the next annual meeting of
shareholders and until his successor is elected and qualified. Officers are
elected by the Board of Directors and their terms of office are at the
discretion of the Board. There are no family relations among any officers or
directors of True Health. The officers of True Health devote part-time to the
business of True Health.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires True Health's
executive officers, directors and persons who beneficially own more than 10% of
True Health's common stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.
Executive officers, directors, and greater-than-ten percent holders are required
to furnish True Health with copies of all Section 16(a) forms they file. Based
solely on a review of the Forms 3 and 4 and amendments thereto furnished True
Health pursuant to Rule 16a-3(c) during its most recent fiscal year and Form 5
and amendments thereto furnished True Health with respect to its most recent
fiscal year, and any written representations to the effect that no Form 5 is
required.
TRUE HEALTH, INC.
DATED: June 19, 2003