0001144204-17-048989.txt : 20170921 0001144204-17-048989.hdr.sgml : 20170921 20170921101735 ACCESSION NUMBER: 0001144204-17-048989 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20170921 DATE AS OF CHANGE: 20170921 GROUP MEMBERS: BRIAN STRAUSS GROUP MEMBERS: DR. WILLIAM KAY GROUP MEMBERS: RICHARD D. HORNIDGE, JR. GROUP MEMBERS: RICHARD KWAK GROUP MEMBERS: ROBERT DAVIS GROUP MEMBERS: RON HIRSCHI GROUP MEMBERS: RONALD K. TOLBOE GROUP MEMBERS: STEVE ROEHRICH GROUP MEMBERS: TED KUSTIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALMARE THERAPEUTICS Inc CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30128 FILM NUMBER: 171095218 BUSINESS ADDRESS: STREET 1: 1375 KINGS HIGHWAY EAST CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: (203) 368-6044 MAIL ADDRESS: STREET 1: 1375 KINGS HIGHWAY EAST CITY: FAIRFIELD STATE: CT ZIP: 06824 FORMER COMPANY: FORMER CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC DATE OF NAME CHANGE: 19941227 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YARBRO STAN CENTRAL INDEX KEY: 0001269921 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 160 RIO KOBLES CITY: SAN JOSE STATE: CA ZIP: 95130 SC 13D/A 1 v475565_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

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

 

Calmare Therapeutics Incorporated

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

204512107

 

(CUSIP Number)

 

Jason Moreau and Sarah McGarrell
Pierce Atwood, LLP

100 Summer Street

Boston, MA 02110

 

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

 

8/11/2017

 

(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. ¨

 

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.

 

SEC 1746 (3-06)

 

 

 

 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Stanley Yarbro, Ph.D.
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF, SC
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    285,980
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   285,980
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      285,980
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11) 0
      0.99%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 2 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Richard D. Hornidge, Jr.
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF, SC
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    498,223
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   498,223
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      498,223
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.73%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 3 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Ron Hirschi
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    832,011
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   832,011
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      832,011
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      2.89%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 4 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Robert Davis
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    1,043,672
     
NUMBER OF 8. Shared Voting Power
SHARES    
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   1,043,672
PERSON WITH    
  10. Shared Dispositive Power
       
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      1,043,672
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      3.63%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 5 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Richard Kwak
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    433,071
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   433,071
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      433,071
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.50%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 6 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Ted Kustin
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    1,431,500
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   1,431,500
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      1,431,500
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      4.97%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 7 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Brian Strauss
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    1,263,809
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   1,263,809
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      1,263,809
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      4.39%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 8 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Dr. William Kay
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    565,000
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   565,000
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      565,000
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.96%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 9 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Ronald K. Tolboe
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    202,200
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   202,200
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      202,200
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      0.70%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 10 
 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
    Steve Roehrich
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)          þ
     
    (b)          ¨
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    SC
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        ¨
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    12,500
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   12,500
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      12,500
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      0.04%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 11 
 

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 30, 2017 (the "Initial Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the common stock, par value $0.10 per share (the "Common Stock"), of Calmare Therapeutics Incorporated, a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.  This Amendment No. 1 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

 

Item 2. Identity and Background

 

Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:

 

·Steven Roehrich

 

Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows:

 

The principal business address of Steven Roehrich is 225 Seven Farms Drive, PH 306, Daniel Island, SC 29492.

 

Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

The principal business of Steven Roehrich is consulting.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

As of September 10, 2017, Stanley Yarbro beneficially owns 285,980 shares of Common Stock (including 50,000 stock options and has the right to acquire 95,238 shares upon conversion of $100,000 of convertible debt) and had invested approximately $174,850.15. The source of these funds was personal funds. (1)

 

As of September 10, 2017, Ron Hirschi beneficially owns 832,011 shares of Common Stock and had invested approximately $478,843.46. The source of these funds was personal funds. (1)

 

As of September 10, 2017, Steven Roehrich beneficially owns 12,500 shares of Common Stock and had invested approximately $0. The shares are represented by options which were granted to Mr. Roehrich for his service on the Board of Directors.

 

(1) The disclosure made on Schedule 13D, filed on June 30, 2017 misstated the beneficial ownership of Mr. Yarbro and Mr. Hirschi. The number of shares of Common Stock held by each is updated and corrected herein.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented by the addition of the following:

 

From June 30, 2017 (when the Initial Schedule 13D was filed) until July 14, 2017, Yarbro unsuccessfully attempted to contact senior management of the Company to set up a meeting to discuss various aspects of the Issuer’s operations, financial structure and strategy (as set forth in Item 4 of the Initial Schedule 13D). On or about July 14, 2017, Yarbro followed up with a letter to Company management once again requesting a meeting with the Board of Directors to discuss the issues raised in the Initial Schedule 13D including the longstanding underperformance and mismanagement of the Company. Yarbro also noted the Company’s failure to timely file its Form 10-K for the period ending December 31, 2016 and its Form 10-Qs for the whole of 2017, as well as the financial status of the Company.

 

 12 
 

 

On or about August 11, 2017, Yarbro, on behalf of certain stockholders of the Company representing approximately twenty-three percent (23%) of the Company’s currently outstanding Common Stock, presented the Company’s Secretary with Notice of Stockholder Proposal to Nominate Directors for Election at Annual Meeting in accordance with the Company’s By-laws (the “Stockholder Proposal”) proposing for nomination a slate of five (5) individuals to serve as directors of the Company. The five individuals are:

 

·Dr. Stanley Yarbro, Ph.d.;
·Vice Admiral Robert T. Conway, Jr.;
·Steve Roehrich;
·Robert Davis; and
·Benjamin Large.

 

On or about August 18, 2017, the Company, through its counsel, agreed to a meeting between Company management and the Stockholder Group (as set forth in the Initial Schedule 13D), to take place on Thursday, August 24, 2017 at 2:00 p.m. (EST) at the offices of the Company. On the afternoon of August 22, 2017, the Company, through its counsel, indicated that the meeting was cancelled by the Company’s CEO, Conrad Mir, citing “ongoing material events” that prevented the Company from answering the Group’s questions at this time and stating that the meeting would need to be rescheduled after September 15, 2017. To date, the Company has not provided alternative dates to reschedule the meeting between Company management and the Stockholder Group.

 

During this period, Yarbro also repeatedly made informal requests for a stockholder list which the Company has failed to provide. On or about August 25, 2017, following the Company’s abrupt cancellation of the August 24th meeting, Yarbro, through counsel, made a formal demand under Section 220 of the General Laws of the State of Delaware to review the stockholder list of the Company. As of the date of this filing, the Company has not responded.

 

The foregoing summary is qualified in its entirety by reference to the full text of: 1. the letter to the Board of Directors, a copy of which is attached as Exhibit 3 to this Schedule 13D; 2. the Stockholder Proposal, a copy of which is attached as Exhibit 4 to this Schedule 13D, and 3. the Demand to Inspect the Books and Records of the Company, a copy of which is attached as Exhibit 5 to this Schedule 13D, each of which is incorporated by reference herein.

 

Item 5. Interest in Securities of the Issuer

 

Paragraphs (a) – (b) of Item 5 are hereby amended as follows:

 

(a)The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 6,567,766 shares of Common Stock, constituting approximately 22.81% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,787,831 shares of Common Stock outstanding as of December 29, 2016, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on December 29, 2016.

 

(i)Stanley Yarbro, Ph.d.:
(a)As of the date hereof, Stanley Yarbro may be deemed the beneficial owner of 285,980 shares of Common Stock.

Percentage: Approximately 0.99% as of the date hereof.

  (b) 1. Sole power to vote or direct vote: 285,980 shares of Common Stock

2.Shared power to vote or direct vote: 0
3.Sole power to dispose or direct the disposition: 285,980 shares of Common Stock
4.Shared power to dispose or direct the disposition: 0
(ii)Ron Hirschi:
(a)As of the date hereof, Ron Hirschi may be deemed the beneficial owner of 832,011 shares of Common Stock.

Percentage: Approximately 2.89% as of the date hereof.

 

 13 
 

 

  (b) 1. Sole power to vote or direct vote: 832,011 shares of Common Stock

2.Shared power to vote or direct vote: 0
3.Sole power to dispose or direct the disposition: 832,011 shares of Common Stock
4.Shared power to dispose or direct the disposition: 0
(x)Steven Roehrich:
(a)As of the date hereof, Steven Roehrich may be deemed the beneficial owner of 12,500 shares of Common Stock.
Percentage:Approximately 0.04% as of the date hereof.

  (b) 1. Sole power to vote or direct vote: 12,500 shares of Common Stock

2.Shared power to vote or direct vote: 0
3.Sole power to dispose or direct the disposition: 12,500 shares of Common Stock
4.Shared power to dispose or direct the disposition: 0

 

By virtue of the Reporting Persons’ coordinated efforts to influence management (as defined and described in Item 4 above), the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 6,567,766 shares of Common Stock, constituting approximately 22.81% of the shares of Common Stock outstanding.

 

(b)Yarbro has sole voting and dispositive power over the 285,980 shares of Common Stock beneficially owned by him.  Ron Hirschi has sole voting and dispositive power over the 832,011 shares of Common Stock beneficially owned by him. Steven Roehrich has sole voting and dispositive power over the 12,500 shares of Common Stock beneficially owned by him.

 

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

 

Item 6 is hereby amended and supplemented by the addition of the following:

 

Each of the Nominees has entered into a nominee agreement with Yarbro on behalf of the Reporting Persons (each, a “Nominee Agreement” and collectively, the "Nominee Agreements"), pursuant to which each has agreed to stand for election to the Issuer's board of directors and to serve as a director if elected.

 

Item 7. Material to Be Filed as Exhibits

 

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit   Description
3   Form of Letter to the Board of Directors
4   Form of Stockholder Proposal, including Form of Nominee Agreement
5   Form of Demand to Inspect the Books and Records of the Company

 

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.

 

  /s/ Stanley Yarbro
  Stanley Yarbro
   
  /s/ Ron Hirschi
  Ron Hirschi

 

 14 
 

 

  /s/ Richard Hornidge
  Richard Hornidge
   
  /s/ Robert Davis
  Robert Davis
   
  /s/ Richard Kwak
  Richard Kwak
   
  /s/ Ted Kustin
  Ted Kustin
   
  /s/ Brian Strauss
  Brian Strauss
   
  /s/ William Kay
  Dr. William Kay
   
  /s/ Ronald Tolboe
  Ronald K. Tolboe
   
  /s/ Steven Roehrich
  Steven Roehrich

 

 15 

 

EX-3 2 v475565_ex99-3.htm EXHIBIT 3

 

EXHIBIT 3

Form of Letter to the Board of Directors

 

 

 

 

To: Board of Directors and Management of Calmare Therapeutics, Inc.

 

From: Stan Yarbro on behalf of the ‘Group’ as set forth in the Scheduled 13D filed on June 30, 2017

 

Date: July 14, 2017

 

Subject: Request for Meeting with Calmare Board of Directors and Management

 

Gentlemen,

 

It has now been over two weeks since the Schedule 13D was filed with the U.S. Securities and Exchange Commission (“SEC”) seeking a meeting with the Board of Directors and Senior Management of Calmare Therapeutics, Inc. (“Calmare” and/or the “Company”) to discuss the status of an operating plan to return Calmare Therapeutics to a profitable status. The ‘Group’ (as set forth in the Schedule 13D) has not received any response from the Company to address the Schedule 13D or to schedule a meeting as requested therein. Given the Company’s failure to file its annual Form 10-K (for the year ending December 13, 2016) and its quarterly 10-Q reports for 2017, and has not provided any information on the current financial status of the Company, we are seeking that this meeting be expedited so that shareholders can be made aware of the Company’s current financial status and any plans that management has to correct the current situation.

 

To expedite the meeting the ‘Group’ is proposing the following dates to meet:

 

Wednesday, August 2,2017 @ 2:00PM or

 

Tuesday, August 8, 2017 @2:00PM or

 

Thursday, August 24, 2017 @2:00PM.

 

We suggest the meeting be held at the Corporate Offices of Calmare.

 

Your immediate response to our proposal is requested. Calmare’s current financial status seems to be continuing to deteriorate and the stockholders want to understand what actions are being planned to remedy the current situation.

 

Respectfully,

 

Stan Yarbro and the ‘Group’

 

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EX-4 3 v475565_ex99-4.htm EXHIBIT 4

 

EXHIBIT 4

Form of Stockholder Proposal, including Nominee Agreement

 

 

 

 

August 10, 2017

 

Calmare Therapeutics Incorporated
c/o Corporate Secretary
1375 Kings Highway East, Suite 400
Fairfield, Connecticut 06824

 

Re:Notice of Stockholder Proposal to Nominate Directors for Election at the Annual Meeting

 

Dear Sir/Madam:

 

This Notice of the Stockholders’ proposal to nominate directors for election at the annual meeting of Calmare Therapeutics Incorporated (the “Company”) (the “Notice of Stockholder Proposal”) is hereby delivered to the Secretary of the Company in accordance with Section 1.08 of the Company’s Bylaws.

 

The Stockholders of the Company bringing this proposal, representing approximately 22% of the Company’s currently outstanding Common Stock, include: Stanley Yarbro, Ron Hirschi, Richard Hornidge, Robert Davis, Richard Kwak, Ted Kustin, Brian Strauss, Dr. William Kay and Ronald K. Tolboe (collectively referred to as the “Stockholders”). The name and address of each Stockholder and class and number of shares owned by each Stockholder is attached hereto as Schedule A to this proposal.

 

The Stockholders propose to nominate the individuals indicated below to stand for election at the next Annual Meeting of Stockholders of the Company (the “Business”), being an appropriate matter for stockholder action under Delaware Law. The Stockholders bring this proposal because they believe that this slate of proposed Directors have the requisite skills and experience to improve the Company’s financial status and improve stockholder value. None of the Stockholders making this proposal has any material interest in such Business. The proposed slate of Directors is as follows:

 

·Dr. Stanley Yarbro, Ph.d.
·Vice Admiral Robert T. Conway, Jr.
·Steve Roehrich
·Robert Davis
·Benjamin Large

 

The Stockholders and Nominees Stanley Yarbro and Robert Davis are members of a “group” formed on June 30, 2017, as set forth in the Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”). Each Nominee has entered into a Nominee Agreement with the Stockholders agreeing to stand for election and to serve on the Board of Directors if elected. The information regarding each Nominee required under the Company’s Bylaws is attached hereto as Schedule B.

 

The Stockholders each represent that the Stockholder intends to appear at the meeting in person or by proxy to bring the Business before the meeting.

 

Sincerely,

 

   
Stanley Yarbro, on behalf of the Stockholders  

 

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Schedule A
Stockholders

Stanley Yarbro:

The residential and business address of Mr. Yarbro is 154 Quail Hollow Drive, Kings Mountain, NC 28086.

Mr. Yarbro may be deemed the beneficial owner of 133,242 shares of Common Stock.

Ron Hirschi:

The residential and business address of Mr. Hirschi is 432 North 1050 East, American Fork, UT 84003.

Mr. Hirschi may be deemed the beneficial owner of 832,011 shares of Common Stock.

Richard Hornidge:

The residential and business address of Mr. Hornidge is 93 Caldwell Farm Rd., Byfield, MA 01922.

Mr. Hornidge may be deemed the beneficial owner of 498,223 shares of Common Stock.

Robert Davis:

The residential and business address of Mr. Davis is 807 King Ban Drive, Lewisville, TX 75956.

Mr. Davis may be deemed the beneficial owner of 1,043,672 shares of Common Stock.

Richard Kwak:

The residential and business address of Richard Kwak is 3543 Avenida Amarosa, Escondido, CA 92029. Mr. Kwak may be deemed the beneficial owner of 433,071 shares of Common Stock.

Ted Kustin:

The residential and business address of Mr. Kustin is 42613 Brighton Street, Palm Desert, CA 92211. Mr. Kustin may be deemed the beneficial owner of 1,431,500 shares of Common Stock.

Brian Strauss:

The residential and business address of Mr. Strauss is 26300 Euclid Ave. #702 Euclid, OH 44132.

Mr. Strauss may be deemed the beneficial owner of 1,263,809 shares of Common Stock.

Dr. William Kay:

The residential and business address of Dr. Kay is 13785 Cedar Road #205, South Euclid, OH 4418.

Dr. Kay may be deemed the beneficial owner of 565,000 shares of Common Stock.

Ronald K. Tolboe:

The residential and business address of Mr. Tolboe is 696 West 850 South, Orem, UT 94058.

Mr. Tolboe may be deemed the beneficial owner of 202,200 shares of Common Stock.

 

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Schedule B
Nominees

 

Name and Business and
Residential Addresses
  Age   Principal Occupation Currently and for the Prior Five Years

Dr. Stanley Yarbro, Ph.D.

154 Quail Hollow Dr.

Kings Mountain, NC 28086

  67   Principal, Yarbro Consulting
         

Vice Admiral Robert T. Conway, Jr.

101 Montreux Lane

New Bern, NC 28562

  67   President, R.T. Conway and Associates, Inc.
         

Steve Roehrich

225 Seven Farms Drive, PH 306 Daniel Island, SC 29492

  67   Founder and CEO, Ready Room – Private LLC
         

Robert Davis

807 King Ban Drive Lewisville, TX 75056

  60   Director of Sales – North America Territory: Strategic Regions & Special Markets, KLA Tencor Corporation
         

Benjamin Large

13367 Nutmeg Ridge Drive

Plymouth, IN 46563

  39   Investment and Management Consulting, Nutmeg Investments, LLC

 

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Consent to Nomination

 

I hereby consent to being named as nominee, and if elected, to serve as a Director of Calmare Therapeutics Incorporated, a Delaware corporation. This consent shall continue in effect until revoked or until my successor is elected and will continue in effect from year to year without formal renewal.

 

Agreed to and accepted as of

August          , 2017:

 

   
Name:  

 

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EX-5 4 v475565_ex99-5.htm EXHIBIT 5

 

EXHIBIT 5

Form of Demand to Inspect the Books and Records of the Company

 

 

 

 

 

 

 

 

August 25, 2017

 

VIA OVERNIGHT AND EMAIL

 

Board of Directors

Calmare Therapeutics Incorporated

Attn: Conrad F. Mir (CEO and Director)

1375 Kings Hwy. STE 400

Fairfield, CT 06824-5380

Email: cmir@calmaretherapeutics.com

Jason Moreau

 

100 Summer Street

22nd Floor

Boston, MA 02110

 

P 617.488.8147

F 617.824.2020

jmoreau@pierceatwood.com

pierceatwood.com

 

Admitted in: MA, NY

 

  Re: Demand For Inspection of Books and Records of
    Calmare Therapeutics Incorporated Pursuant to 8 Del. C. §220

 

Gentlemen:

 

Stan Yarbro is a record and beneficial holder of shares of Calmare Therapeutics, Incorporated (the “Company” and/or “CTI”). Pursuant to Section 220 of the Delaware General Corporation Law, Mr. Yarbro hereby demands the right (by his attorneys, consultants, or other agents), during the usual hours of business, to inspect the following books and records of CTI and to make copies or extracts therefrom.

 

Stocklist Materials:

 

1.          The most recent complete record or list of the stockholders of record of the Company, certified by its transfer agent, showing the name and address of each stockholder and the number of shares of stock registered in the name of each stockholder.

 

2.          All information in the Company’s possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, or from banks, brokers or dealers, concerning the number and identity of the actual beneficial owners of the Company’s stock including, but not limited to, all “CEDE breakdowns” omnibus proxies from such entities.

 

Proper Purpose. As set forth in the recent Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) on June 30, 2017, Mr. Yarbro and certain stockholders in the Company, each a record and beneficial holder of shares of CTI (collectively, the “Stockholders”), share an ongoing concern regarding various aspects of the Company’s operations, financial structure and strategy, including but not limited to, the long history of underperformance and mismanagement of CTI – a problem that has existed for many years with no signs of improvement. Mr. Yarbro, on behalf of the Stockholders referenced in the 13D, has been actively seeking to engage the Company’s Board in discussions to address these concerns, with no success. As a result, Mr. Yarbro and the Stockholders are considering all available options to benefit the stockholders including, without limitation, commencement of a consent solicitation or proxy solicitation. The above referenced information is vital to this process.

 

We will agree to a reasonable confidentiality agreement in order to review the information requested in this letter.

 

 2 

 

 

Please advise where and when the aforementioned books, records and other documents will be available for inspection and copying. I can be reached at Pierce Atwood LLP, 100 Summer Street, Floor 22, Boston, MA 02110 (telephone 617-488-8147; facsimile 617-824-2020; e-mail jmoreau@pierceatwood.com.).

 

This demand is made under oath on the 25th day of August 2017,

 

   
Jason Moreau, Esq.  
Pierce Atwood LLP  

 

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I, Stanley Yarbro, Ph.D., in my capacity as stockholder of Calmare Therapeutics Incorporated, do hereby authorize the attorneys of Pierce Atwood, LLP to act jointly or severally as my agents to act on my behalf with respect to all books and records requests made to Calmare Therapeutics Incorporated. The communications relating thereto may be sent to such agents at the above address. I hereby ratify and agree to ratify all acts and deeds done by my said agents.

 

   
Signature  

 

Dated this ____day of August 2017

 

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