sc13dza

0000950124-05-005703.txt : 20051011 0000950124-05-005703.hdr.sgml : 20051010 20051011163534 ACCESSION NUMBER: 0000950124-05-005703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCADIA RESOURCES, INC CENTRAL INDEX KEY: 0001071941 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 880331369 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78397 FILM NUMBER: 051133067 BUSINESS ADDRESS: STREET 1: 26777 CENTRAL PARK BLVD. STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48076 BUSINESS PHONE: 248-352-7530 MAIL ADDRESS: STREET 1: 26777 CENTRAL PARK BLVD. STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48076 FORMER COMPANY: FORMER CONFORMED NAME: CRITICAL HOME CARE INC DATE OF NAME CHANGE: 20021017 FORMER COMPANY: FORMER CONFORMED NAME: MOJAVE SOUTHERN INC DATE OF NAME CHANGE: 20000620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kuhnert Lawrence CENTRAL INDEX KEY: 0001289915 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (248) 352-7530 MAIL ADDRESS: STREET 1: 26777 CENTRAL PARK BLVD., SUITE #200 CITY: SOUTHFIELD STATE: MI ZIP: 48076 SC 13D/A 1 k98969bsc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Arcadia Resources, Inc.

(Name of Issuer)

Common Stock, $ 0.001 par value

(Title of Class of Securities)

039209101

(CUSIP Number)

Patrick J. Haddad, Esq.
Kerr, Russell and Weber, PLC.,
500 Woodward Avenue, Suite 2500
Detroit, MI 48226
(313) 961-0200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 29, 2005

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 039209101		Schedule 13D/A		Page 2 of 5



	1.	Name of Reporting Person: Lawrence Kuhnert			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): 00-- Securities acquired in connection with statutory merger (see Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 67,958,978 (See Note 2)

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 8,920,000 (See Item 5 and Note 5)

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 67,958,978 (See Note 2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): þ

	13.	Percent of Class Represented by Amount in Row (11): 67.5%

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 039209101		Schedule 13D/A		Page 3 of 5

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (the “Amendment”) updates, amends and/or supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2004 (the “Schedule 13D”) by the reporting person. Except with respect to the reporting herein of a voting agreement dated September 29, 2005, which voting agreement does not as of such date materially alter the voting power held by the reporting person to elect a majority of the Issuer’s Board of Directors per the voting agreement dated May 7, 2004 reported in the Schedule 13D, the amendments made hereby update, as of September 30, 2005, amend, and/or supplement the information presented in the Items referenced below in the Schedule 13D filed on May 20, 2004. Except as stated otherwise herein, there is no change in the Schedule 13D, which Schedule 13D is not otherwise restated herein.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and supplemented to identify the name of the Issuer following a name change effective on November 16, 2004 and change of principal executive offices:


		Title of Security:		Common Stock

		Issuer:		Arcadia Resources, Inc.
				26777 Central Park Blvd., Suite 200
				Southfield, Michigan 48076

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and supplemented as follows:

Item 5(a) is hereby amended and supplemented so that the first two sentences are deleted and replaced with the following text, which is inserted prior to the third sentence of Item 5(a) of the Schedule 13D describing certain options as to which no amendment is made hereby:

The reporting person has sole voting, dispositive power and pecuniary interest in 8,920,000 shares of common stock of the Issuer, consisting of 8,520,000 shares issued and outstanding and 400,000 shares issuable on exercise of warrants exercisable until May 4, 2011, issued as part of the consideration to the RKDA shareholders under the Merger. The 8,520,000 shares issued and outstanding include 3,200,000 shares held in escrow and which are subject to partial or complete forfeiture to the Issuer if RKDA, Inc. (a wholly-owned subsidiary of the Issuer) and certain of RKDA, Inc.’s subsidiaries do not achieve certain financial results for the twelve month periods ending March 31, 2006 and March 31, 2007, all as more particularly described in Section 2.2 of the Merger Agreement and the Escrow Agreement, both of which are attached hereto. Per the terms of the escrow, the reporting person does not have the right to exercise his dispositive power as to shares held in escrow. Also in connection with the Merger, the reporting person was granted options to acquire up to 4,000,000 shares of voting common stock of the Issuer, at $0.25 per share, but the options are excluded from the 8,920,000 shares of common stock because they remain unvested until the occurrence of certain events described below.

As of September 30, 2005, the 8,920,000 shares of common stock equal 8.9% of the Issuer’s shares of common stock issued and outstanding.¹ Per Exchange Act Rule 13d-3(a)(1) on the basis of sole voting power by the reporting person as to the election of a majority of the Issuer’s Board of Directors, line 11 of the Schedule 13D reports the aggregate amount beneficially owned by the reporting person as 67,958,978 shares of common stock² as


¹		Computed as of September 30, 2005 on the basis of 93,746,366 shares of the Issuer’s common stock then issued and outstanding plus an additional 6,862,731 shares issuable on the exercise of outstanding warrants included per Exchange Act Section 13(d)(4), but excluding per Rule 13d-3(d)(1) an additional 21,638,887 shares issuable on exercise outstanding warrants. Whether or not all all such warrants may be exercised for cash or on a cashless basis, an exercise for cash is assumed for purposes of computing the number of shares issuable on exercise of such warrants for purposes of this filing.

²		Consists of the following shares of the Issuer’s common stock: (a) issued and outstanding shares (as of September 30, 2005 totaling 51,113,490 shares) which the reporting person has the sole right to vote for the election of a majority of the Issuer’s directors per the voting agreement dated May 7, 2004 reported in the Schedule 13D filed on May 20, 2005; (b) issued and outstanding shares (as of September 30, 2005 totaling 4,293,888 shares) which the reporting person has the sole right to vote for the election of the Issuer’s directors per the voting agreement dated September 29, 2005; (c) issued and outstanding shares (as of September 30, 2005 totaling 8,520,000) over which the reporting person has sole voting, dispositive power (which the reporting person may exercise except as to those shares held in escrow) and pecuniary interest; (d) 400,000 shares issuable on exercise of warrants by the reporting person as to which the reporting person has dispositive power, but no voting power unless and until such shares of common stock underlying such warrants are issued upon exercise, and (e) 3,631,600 shares issuable on the exercise of warrants by parties to the voting agreements other than the reporting person, as to which the reporting person would have sole voting power for the election of a majority of the Issuer’s Board of Directors upon issuance and which are included herein per Rule 13d-3(d)(1). The reporting person has no dispositive power or pecuniary interest in shares issued or issuable to parties to the voting agreements, other than shares issued or issuable to the reporting person.


CUSIP No. 039209101		Schedule 13D/A		Page 4 of 5

of September 30, 2005, which equals 67.5% of the Issuer’s shares of common stock issued and outstanding.³ Excluded on the basis of Exchange Act Rule 13d-3(a)(1) are unvested options by which the reporting person may to acquire up to 4,000,000 shares of voting common stock, as well as 6,488,887 shares of common stock issuable on exercise of warrants by parties to the voting agreement other than the reporting person.

Item 5(b) is hereby amended and supplemented so that it reads as follows in its entirety:

Sole Voting Power: 67,958,978⁴
Shared Voting Power: 0
Sole Dispositive Power: 8,920,000⁵
Shared Dispositive Power: 0
Aggregate amount reported at Line 11 as beneficially owned by the reporting person:
67,958,978 ⁶

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows in its entirety:

The reporting person entered into a voting agreement dated May 7, 2004 with Lawrence Kuhnert, David Bensol, Bradley Smith and certain shareholders of the Issuer in connection with the transaction giving the reporting person, the Issuer’s Chairman and CEO, and Mr. Kuhnert, the Issuer’s President, the right to vote, during the agreement’s term, all shares held or subsequently acquired by the other parties for the election of a majority of the Company’s directors during the agreement’s term. The May 7, 2004 voting agreement is attached as an exhibit 7(b).

The reporting person entered into a voting agreement dated September 29, 2005 with Lawrence Kuhnert and a shareholder of the Company (the “shareholder”), giving the reporting person and Mr. Kuhnert an irrevocable proxy to vote, during the agreement’s term, all shares held or subsequently acquired by the shareholder for election of individuals to the Company’s board of directors. The September 29, 2005 voting agreement is attached as exhibit 7(f).

As disclosed above in Item 5, above, 3,200,000 shares of the reporting person are currently being held in escrow and are subject to forfeiture under the terms of Section 2.2 of the Merger Agreement and Escrow Agreement, attached hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to read as follows in its entirety:


³		See Note 1, above.

⁴		See Note 2, above.

⁵		No change is reported from Schedule 13D filed on May 20, 2004, except to include 400,000 shares issuable upon exercise of warrants by the reporting person reported in Schedule 13D filed on May 20, 2004.

⁶		See Note 2, above.


CUSIP No. 039209101		Schedule 13D/A		Page 5 of 5

	a.		Agreement and Plan of Merger (previously filed with the Securities and Exchange Commission as an Exhibit to Schedule 13D filed on May 20, 2004 and incorporated herein by reference).

	b.		Voting Agreement (previously filed with the Securities and Exchange Commission as an Exhibit to Schedule 13D filed on May 20, 2004 and incorporated herein by reference).

	c.		Warrant Agreement (previously filed with the Securities and Exchange Commission as an Exhibit to Schedule 13D filed on May 20, 2004 and incorporated herein by reference).

	d.		Stock Option Agreement (previously filed with the Securities and Exchange Commission as an Exhibit to Schedule 13D filed on May 20, 2004 and incorporated herein by reference).

	e.		Escrow Agreement (previously filed with the Securities and Exchange Commission as an Exhibit to Schedule 13D filed on May 20, 2004 and incorporated herein by reference).

	f.		Voting Agreement dated September 29, 2005.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		October 7, 2005

		(Date)


		/s/ Lawrence Kuhnert

		(Signature)


		Lawrence Kuhnert

		(Name/Title)

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

EX-7.(F) 2 k98969bexv7wxfy.htm VOTING AGREEMENT DATED SEPTEMBER 29, 2005 exv7wxfy

Exhibit 7(f)

VOTING AGREEMENT

THIS VOTING AGREEMENT is made and entered into on September 29, 2005 (the “Effective Date”) by and among John E. Elliott, II (“Elliott”), Lawrence Kuhnert (“Kuhnert”), and the undersigned shareholder of Arcadia Resources, Inc. (“Shareholder”).

WHEREAS, Elliott and Kuhnert are directors, executive officers and owners of shares of the voting common stock of Arcadia Resources, Inc. (the “Company”), as of the date of this Agreement totaling 21,300,000 shares of the Company’s voting common stock; and

WHEREAS, Shareholder owns voting common stock of the Company (the “Shares”), and so that Elliott and Kuhnert may be in a position to cast votes sufficient to elect individuals nominated or approved by them as directors of the Company, Shareholder agrees to vote the Shares, or cause the Shares to be voted, for the election of directors of the Company in the manner set forth herein, and Shareholder acknowledges that in reliance hereof, Elliott and Kuhnert have or hereafter may forego the solicitation of proxies from certain other shareholders.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, and for other valuable consideration, the parties agree as follows:

1. Voting Agreement of Shareholder. Subject to applicable laws and regulations, Shareholder agrees that at each regular or special shareholder meeting that occurs during the term of this Voting Agreement and at which the election of directors is submitted to the vote of the shareholders, Shareholder will vote, or cause to be voted, all or a sufficient percentage of the Shares or other voting securities owned by Shareholder, beneficially or of record, for all or some of the director nominees nominated or approved by Elliott and Kuhnert for election to the Company’s board of directors. If at any time during the term of this Voting Agreement, either Elliott or Kuhnert (but not both) is a shareholder of Company, then Shareholder agrees that this Voting Agreement shall remain in full force and effect and that Shareholder shall vote, or cause to be voted, Shareholder’s voting securities in the manner specified herein by Elliott and Kuhnert, as the case may be.

2. Term of Agreement. The term of this Agreement shall become effective on the Effective Date and shall continue in full force and effect until the earlier of: (a) the next election of the Company’s directors, or (b) six (6) months after the Effective Date. The term of this Agreement may be renewed for successive six month periods by Shareholder’s written consent to such renewal, prior to the expiration of the initial or any successive term of this Agreement.

3. Proxy. To facilitate the provisions of this Agreement, Shareholder hereby grants Elliott or Kuhnert, or both of them, an irrevocable proxy in the form attached hereto. Elliott, Kuhnert and Shareholder each intend this proxy to be irrevocable and coupled with an interest, and will take any further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and this Agreement. Neither this Agreement nor the granting of the proxy shall prevent Shareholder from granting any additional proxy or proxies with


CUSIP No. 039209101		Schedule 13D/A

respect to the Shares, so long as such proxy or proxies do not grant the power to vote the Shares with respect to the matters set forth in this Agreement.

4. Stock Legend. Upon request of Elliott or Kuhnert, Shareholder agrees that so long as this Agreement remains in effect, the Company may cause each certificate of stock or other voting security now owned or hereafter acquired by Shareholder to bear the following legend upon its face:

“THE RIGHT TO VOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS LIMITED BY
AND SUBJECT TO THE TERMS AND PROVISIONS OF A VOTING AGREEMENT BETWEEN THE OWNER OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND OTHER STOCKHOLDERS OF THE
COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION. THE
TERMS AND PROVISIONS OF THE VOTING AGREEMENT ARE BINDING UPON ANY AND ALL SUCCESSORS
AND ASSIGNS AND SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE SALE,
TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHICATION OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE.”

5. Acquisition of Additional Securities. The terms and provisions of this Voting Agreement shall apply to any voting stock or other voting securities now owned or hereafter acquired by Shareholder, however acquired, and all of such voting securities shall be subject to the terms and provisions of this Voting Agreement in the same manner as they apply to the Shares owned by the parties at the time of their execution of this Agreement.

6. Sales of Shares. Elliott and Kuhnert agree that to the extent that Shareholder publicly sells the Shares in accordance with Rule 144, other exemption from registration or pursuant to an effective resale registration statement, such Shares shall be released from the terms and conditions of this Agreement, provided that Shareholder furnishes them with reasonable advanced notice of such proposed sale. Otherwise, all Shares held now or hereafter acquired by Shareholder shall remain subject to and shall be voted in accordance with the terms of this Agreement, notwithstanding any actual or attempted sale, transfer or other disposition.

7. Injunctive Relief. It is expressly agreed and acknowledged that a loss arising from a breach of any provision under this Voting Agreement may not be reasonably and equitably compensated by money damages. Therefore, the parties agree that in the case of any such breach, the other party shall be entitled to injunctive, specific enforcement and/or other extraordinary relief, which relief shall be cumulative and in addition to any and all other remedies which may be available by law or equity.

8. Successors Bound by Agreement. This Voting Agreement shall be binding upon each party’s successors, assigns, heirs, beneficiaries, devisees, personal representatives, and successor trustees and shall survive Shareholder’s death or disability. The parties agree for themselves, their heirs, personal representatives and successors, to do all acts necessary to carry out the intents and purposes of this Voting Agreement.


CUSIP No. 039209101		Schedule 13D/A

9. Governing Law. This Voting Agreement shall be governed by and construed in accordance with the laws of the State of Florida, notwithstanding the fact that any party is or may hereafter become domiciled in a different state.

10. Waiver. The waiver of a breach of any provision of this Agreement by any party shall not operate as a waiver of any subsequent breach. Each and every right, remedy and power hereby granted to any party or allowed it by law shall be cumulative and not exclusive of any other. No waiver of any provision shall be implied and must be in writing signed by the waiving party.

11. Amendment of Agreement. This Agreement may be altered or amended in any of its provisions only by the unanimous written agreement of parties.

12. Further Actions. The parties agree to take all further actions and to execute and deliver any further documents and instruments as may be requested by legal counsel to the Company or otherwise necessary or appropriate in order to carry out and effectuate the terms and provisions of this Voting Agreement.

13. Interpretation of Agreement. Where appropriate in this Voting Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine and the neuter.

14. Entire Agreement. This Voting Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other previous or contemporaneous communications, representations, understandings, agreements, negotiations and discussions, either oral or written, between or among the parties. The parties acknowledge and agree that there are no written or oral agreements, understandings or representations, directly or indirectly related to this Voting Agreement or any subject matter hereof, that are not set forth herein.

15. Counterparts/Facsimile Signatures. This Voting Agreement may be executed in a number of counterparts or facsimiles thereof, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Voting Agreement effective the day and year first above written.


		/s/ John E. Elliott, II

		John E. Elliott, II

		/s/ Lawrence Kuhnert

		Lawrence Kuhnert

		/s/ Mark Fitzgerald

		Mark Fitzgerald (“Shareholder”)

IRREVOCABLE PROXY

By execution hereof, and in order to secure its obligations under the Voting Agreement (the “Agreement”) of even date herewith between John E. Elliott, II (“Elliott”), Lawrence Kuhnert (“Kuhnert”), and the undersigned shareholder of Arcadia Resources, Inc. (“Shareholder”), the undersigned Shareholder hereby constitutes and appoints Elliott or Kuhnert, or both of them, as such Shareholders’ true and lawful attorney and proxy, for and in the Shareholder’s name, place and stead, to vote all Shares held by Shareholder for the election of directors, at every annual, special or adjourned meeting of stockholders of Arcadia Resources, Inc., a Nevada corporation (“Company”), and to sign on behalf of the Shareholder any ballot, consent, certificate or other document relating to the Shares that law permits or requires, but only with respect to the matters and during the period set forth in the Voting Agreement.

This Proxy is coupled with an interest and Shareholder intends this Proxy to be, and this Proxy is, irrevocable to the fullest extent permitted by law and to survive Shareholder’s death or disability. Shareholder hereby revokes any proxy previously granted by the Shareholder with respect to the matters covered by this Proxy. The granting of this Proxy shall not prevent the undersigned from granting any additional proxy or proxies with respect to the Shares, so long as such proxy or proxies do not grant the power to vote the Shares with respect to the matters set forth in the Agreement during the term thereof.

Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Elliott, Kuhnert, or both of them, the power to carry out and give effect to the provisions of this Proxy. This Proxy shall terminate upon the termination of the term of the Voting Agreement in accordance with its terms.

The undersigned has executed this Irrevocable Proxy this 29th day of September, 2005.


		/s/ Mark Fitzgerald

		Mark Fitzgerald