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INFORMATION STATEMENT
Pursuant to Section 14(f) and Rule 14f-1
Under the Securities Exchange Act of 1934
INNOFONE.COM, INC., A Nevada Corporation
(Name of Issuer)
This information is being provided by the Issuer (the "Registrant") on
or about October 2, 2001 to the holders of record of shares of the Registrant's
common stock, par value $0.001 per share (the "Common Stock"), in connection
with the designation of certain persons as directors of the Registrant pursuant
to that certain Agreement and Plan of Reorganization dated September 10, 2001 by
and between the Registrant, as purchaser, Digital Micro Distribution Canada,
Inc., an Ontario corporation ("DMD"), and Sumit Majumdar, as the selling
shareholder (the "Agreement"). The information contained in this Information
Statement is being provided pursuant to Section 14(f) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14f-1 of the Securities
and Exchange Commission (the "SEC") thereunder.
A true and correct copy of the Agreement is being provided herewith as
Exhibit 2. An additional copy has been filed with the SEC under cover of a
Current Report on Form 8-K on September 25, 2001 as Exhibit 2 thereto. That copy
may be reviewed online via the SEC's website, http://www.sec.gov.
Notwithstanding the foregoing, the terms of the Agreement are summarized below.
The Agreement provides that at the closing of the transactions
contemplated by the Agreement (the "Closing"), Mr. Majumdar will sell and
transfer to the Registrant the sole issued and outstanding share of the capital
stock of DMD (the "DMD Share"), and in exchange, the Registrant will issue and
deliver an aggregate of Sixty-seven Million (67,000,000) shares of its Common
Stock to Mr. Majumdar. This transaction as contemplated in the Agreement is
sometimes referred to below as the "Exchange."
Nevada law does not require approval of the Exchange by the Registrant's
shareholders, and such approval will not be sought.
The Exchange is anticipated to be treated as a tax-free reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and
the Registrant expects to account for its acquisition of DMD using the purchase
method of accounting.
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The Closing is expected to occur on or about October 12, 2001, however,
there is no assurance that the transaction will be consummated. THE AGREEMENT
PROVIDES THAT, UPON THE CLOSING, THE CURRENT OFFICERS AND DIRECTORS WILL RESIGN
FROM OFFICE AND BE REPLACED BY PERSONS DESIGNATED BY MR. MAJUMDAR. Other than as
disclosed in this Information Statement, there is no arrangement or
understanding between the Registrant (or any of its officers or directors) and
any other person pursuant to which such person was or is to be selected as a
director or officer. The directors and officers are expected to devote their
time to the Registrant's affairs on an "as needed" basis, but will not be
required to make any specific portion of their time available to the Registrant.
The information provided below is substantially equivalent to the
information which would be required by Items 6(a), (d), and (e), 7, and 8 of
Schedule 14A of Regulation 14A to be transmitted if such person or persons were
nominees for election as directors at a meeting of the issuer's security
holders.
Item 6. Voting Securities and Principal Holders Thereof.
(a) The Registrant has two classes of voting securities, its Preferred
Stock and its Common Stock. Each share of both classes is entitled to one (1)
vote per share on all matters submitted to a vote of the shareholders,
including, without limitation, at meetings of the Registrant's shareholders for
the election of members of Registrant's board of directors. As of August 31,
2001, there were 31,734,837 shares of Registrant's Common Stock and 1,250,000
shares of its Preferred Stock issued and outstanding, entitled to an aggregate
of 32,984,837 votes for the election of directors.
(d) The information required by Item 403 of Regulation S-K ("Security
Ownership of Certain Beneficial Owners and Management") is as follows:
(a) Security Ownership of Certain Beneficial Owners. The
following information is provided with respect to any person known to the
Registrant to be the beneficial owner of more than five percent of the
Registrant's voting securities.
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Name Amount
And Address And Nature Of
Title Of Of Beneficial Beneficial Percent
Class Owner Ownership Of Class
-------- ------------- -------------- --------
Common Larry Hunt/1 4,745,100/2 13.62%
Common Ron Crowe/3 3,427,871/4 9.66%
Common Richard Quinney/5 4,737,300/6 13.35%
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1/ Includes shares held in the name of TelTech Capital Management, a
corporation owned by Mr. Hunt ("TelTech").
2/ Includes 937,500 Common Shares that TelTech (and thus Mr. Hunt) would
acquire upon the conversion of 312,500 Preferred Shares held by TelTech
at a ratio of 3 shares of Common for every one share of Preferred, which
conversion would occur upon the achievement of a certain economic
milestone by the Registrant.
3/ Includes shares held in the name of Bala Management and Merrico
Personnel Inc. ("Merrico"), both corporations owned by Mr. Crowe.
4/ Includes 673,829 Common Shares that Merrico (and thus Mr. Crowe) would
acquire upon the conversion of 224,610 Preferred Shares held by Merrico
at a ratio of 3 shares of Common for every one share of Preferred, which
conversion would occur upon the achievement of the economic milestone
mentioned in 2/ above.
5/ Includes shares held in the name of Angela Quinney (Mr. Quinney's wife)
and by GQ & Associates, a corporation owned by Mrs. Quinney ("GQ").
6/ Includes 937,500 Common Shares that Mr. Quinney, Mrs. Quinney, and GQ
would acquire upon the conversion of 312,500 Preferred Shares held by
those three persons at a ratio of 3 shares of Common for every one share
of Preferred, which conversion would occur upon the achievement of the
same economic milestone.
(b) Security Ownership of Management. The following information
is provided with respect to all shares of the Registrant beneficially owned by
all directors and nominees, each of the named executive officers, and all
directors and executive officers of the Registrant as a group (and assuming the
conversion of the shares of Registrant's Preferred Shares into Common Shares
upon the terms, and for the holders, identified in (a) above):
Amount
Name And Nature Of
Title Of Of Beneficial Beneficial Percent
Class Owner Ownership Of Class
-------- ------------- -------------- --------
Common Larry Hunt 4,745,100 13.37%
Common Ron Crowe 3,427,871 9.66%
Common Richard Quinney 4,737,300 13.35%
Common Stephane Solis nil nil
Common Bruce Boyden nil nil
Common Walter Pickering nil nil
Common All directors, nomi-
nees, and executive
officers, as a group 12,910,271 36.38%
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(c) Changes in Control. As discussed above, pursuant to the
Agreement, the Registrant has agreed to purchase from Mr. Majumdar the sole
issued and outstanding share of the capital stock of DMD (the "DMD Share"). The
consideration to be paid by the Registrant to Mr. Majumdar for the DMD Share
shall be the issuance of Sixty-seven Million (67,000,000) shares of the
Registrant's Common Stock, which shall upon issuance constitute Sixty-seven
percent (67%) of the Registrant's total then-issued and outstanding shares. The
Agreement also provides that upon the closing of the transaction, all of the
Registrant's current directors shall resign and be replaced by persons
designated by Mr. Majumdar. The result of this acquisition of DMD and issuance
of stock to Mr. Majumdar, assuming the transaction closes, shall be a change in
control of the Registrant at the time of closing.
The material terms and conditions of the Agreement are
summarized below. For more detailed and complete information concerning the
Exchange, please refer to the Agreement.
Exchange of Shares. Registrant will issue Sixty-seven
Million (67,000,000) shares of its Common Stock to Mr. Majumdar (DMD's sole
shareholder), in exchange for which Mr. Majumdar will transfer to the Registrant
the sole issued and outstanding capital share of DMD. As a result of the
Exchange, DMD will become a wholly-owned subsidiary of the Registrant. The
Exchange will not cause any change in the Certificate of Incorporation or Bylaws
of the Registrant.
Shares Received by Mr. Majumdar. The shares of Common
Stock issued to Mr. Majumdar will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), but will be issued in reliance upon an
exemption from the Securities Act's registration requirements under Section 4(2)
thereof. The Registrant believes that the exchange of shares contemplated in
this Information Statement will be exempt from registration under Section 4(2)
of the Securities Act on the basis that it is a transaction not involving a
public offering, because: (a) the newly issued shares will be offered solely to
a small, identifiable class of persons, namely Mr. Majumdar, the sole
shareholder of DMD; (b) Mr. Majumdar has affirmatively represented to the
Registrant that, among other things, he is taking his shares for investment with
no current intention of reselling or distributing those shares; and (c) all
shares issued to Mr. Majumdar will bear a customary form of investment legend
restricting transfer, and a stop transfer order will be placed in the transfer
records as to all such shares attesting that these shares may not be sold,
pledged, hypothecated, or otherwise transferred unless first registered under
the Securities Act, or pursuant to an available exemption from such registration
requirements.
Changes in Officers and Directors. At the Closing, Mr.
Majumdar and certain other individuals to be designated by him ("Designees")
will become directors of the Registrant, and all of the Registrant's present
directors and officers will cease to be such. Immediately following the Closing,
Mr. Majumdar and the Designees will constitute all of the directors of the
Registrant. The Registrant's newly-constituted board of directors will then
appoint new officers.
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Conditions Precedent to Closing. The Registrant, DMD,
and Mr. Majumdar are not required to complete the Exchange unless a number of
conditions are satisfied by Closing, including the following: (a) all material
consents and authorizations required in connection with the performance of the
Agreement have been obtained; (b) neither the Registrant nor DMD have
experienced any materially adverse changes in operations or financial condition
since the date of the Agreement; (c) the representations and warranties of the
parties are true and correct; and (d) all covenants of the parties have been
fulfilled and all deliveries of documents have been made, as of the Closing.
Termination. The Agreement may be terminated by either
party if the Closing does not occur by September 30, 2001, unless extended. In
addition, the Agreement may be terminated by the mutual written agreement of the
Registrant, DMD, and Mr. Majumdar, and may be terminated by any party if the
conditions precedent to the parties' respective obligations are not satisfied,
or if the closing of the Exchange becomes inadvisable.
Effect of Exchange. Once the Exchange is completed, DMD
will become the sole operating subsidiary of the Registrant. Through its only
operating predecessor subsidiary, Innofone Canada, Inc., the Registrant was
engaged in the telecommunications business of providing long distance telephone
services, cellular services, and internet services. Innofone Canada was declared
bankrupt on May 3, 2001 under the Bankruptcy and Insolvency Act of Canada, and
its assets are in the process of being liquidated. From that date, to the
present, the Registrant has suspended all business operations. As disclosed in
the Registrant's filings thereafter with the SEC, the Registrant has been
actively seeking to be acquired by or acquire an interest in a business entity
that desires the perceived advantages of association with a corporation with a
class of securities registered under the Exchange Act, such as Registrant. It
was anticipated that the business engaged in by any such entity would likely be
different from that in which the Registrant through Innofone Canada was
previously engaged. As set forth below, the business of DMD is indeed different.
Nevertheless, because the Registrant has no operating business and only nominal
assets, management believes that consummation of the transaction with DMD to be
in the best interests of the Registrant. Thereafter, assuming Closing of the
Agreement, the Registrant intends to continue operating DMD in the industry and
business that corporation is currently pursuing.
Brief Description of DMD. Since its incorporation in
1998, DMD has become a leader in the disassembly and distribution of used and
refurbished, end-of-line new and used personal computers and related servers,
peripherals, and components. DMD's core business is serving as a clearing house
and distribution center for the hundreds of thousands of used, off-lease
computers, monitors, and printers that become surplus to corporations every
year. Further information on DMD is available through its World Wide Web
internet site at http://www.digitalmicro.net. Information on the DMD web site
has been prepared solely by DMD and its agents and representatives prior to
consummation of this transaction, and the Registrant can assume no
responsibility for any representations or content contained in that site until
completion of the exchange.
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(e) Except for the transaction just discussed above, no change in
control of the Registrant has occurred since the beginning of its last fiscal
year.
Item 7. Directors and Executive Officers.
(a) The information required by Instruction 4 to Item 103 of Regulation
S-K ("Legal Proceedings") with respect to directors and executive officers of
the Registrant is as follows:
4. No directors, officers, or affiliates of the Registrant, no
owners of record or beneficially of more than five percent of any class of
voting securities of the Registrant, and no associate of any such director,
officer, affiliate of the Registrant, or security holder is a party adverse to
the Registrant or any of its subsidiaries or has a material interest adverse to
the Registrant or any of its subsidiaries.
(b) The information required by Items 401, 404(a) and (c), and 405 of
Regulation S-K is as follows:
Item 401. Directors, Executive Officers, Promoters and Control
Persons.
(a) Identification of Directors. The following are all
current directors and persons nominated to become directors of the Registrant:
Name Age Position/Office Term of Office Period Served
---- --- --------------- -------------- -------------
Larry Hunt 43 Director Annual June 98 to Current
Richard Quinney 52 Director Annual June 98 to Current
Stephane Solis 43 Director Annual May 01 to Current
Bruce Boyden 46 Director Annual June 01 to Current
Walter Pickering 52 Director Annual May 01 to Current
Sumit Majumdar 25 Director Annual Nominee
Janne Vilhunen 30 Director Annual Nominee
Frank Jasek 41 Director Annual Nominee
There are no arrangements or understandings between any person listed on
the above table and any other person(s) pursuant to which he was or is to be
selected as a director or nominee.
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(b) Identification of Executive Officers. The following
are all current executive officers and persons chosen to become executive
officers of the Registrant:
Name Age Position/Office Term of Office Period Served
---- --- --------------- -------------- -------------
Larry Hunt 43 President & CEO Elected by Board June 98 to Current
Richard Quinney 52 CFO Elected by Board June 98 to Current
Sumit Majumdar 25 President Elected by Board Nominee
Janne Vilhunen 30 CEO Elected by Board Nominee
Frank Jasek 41 CFO Elected by Board Nominee
There are no arrangements or understandings between any person listed on
the above table and any other person(s) pursuant to which he was or is to be
selected as an executive officer or nominee.
(c) Identification of Certain Significant Employees.
There are no persons expected to become employees of the Registrant who are
expected to make significant contributions to its business.
(d) Family Relationships. Richard Quinney, the
Registrant's CFO and a director, is a brother-in-law of Ronald Crowe, who is
also the uncle of the wife of Larry Hunt, a director, President, and CEO of the
Registrant. All three are holders of greater than five percent of the
Registrant's voting stock. Other than the foregoing, there are no family
relationships between any director, executive officer, or person nominated by
the Registrant to become a director or executive officer.
(e) Business Experience. (1) Background. The business
experience during the past five years of each director, executive officer, and
nominee to become a director or executive officer, including each person's
principal occupations and employment during the past five years, the name and
principal business of any corporation or other organization where such
employment was carried on, and whether such corporation is a parent, subsidiary,
or other affiliate of the Registrant is as follows.
Larry J. Hunt: From June 1995 until June 1998,
Mr. Hunt was the President of Direct Quest Inc., a U.S. based Internet service
provider, providing, among other things, web-hosting, website design, and a
multilingual internet directory for communities throughout North America. While
at Direct Quest, he established internet service operations in Canada and the
United States. Mr. Hunt served as President, Chief Executive Officer, and a
director of the Registrant since inception. In addition, he served as president
of Innofone Canada, the Registrant's former Canadian operating subsidiary, from
June 1998 through October 1999. He also served as Innofone Canada's Chief
Executive Officer since June 1998.
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Richard Quinney: From 1972 through early 1998,
Mr. Quinney was employed by KPMG (and its predecessor Peat Marwick Main) in
various capacities, becoming a partner in 1981. In February 1998, Mr. Quinney
resigned from KPMG, and entered into an affiliation with Collins Barrow,
Chartered Accountants, through his company Quinney & Associates, pursuant to
which Mr. Quinney is a trustee in bankruptcy. Mr. Quinney only pursues this
business through referrals from Collins Borrow, and spends no more than 10% of
his time on this business. He has served as Chief Financial Officer and as a
director of the Registrant since its inception on June 26, 1998.
Stephane Solis: An independent consultant
providing financial services to emerging companies in the technology sector. Mr.
Solis was previously with Groome Capital.com Inc., leading that company's
corporate finance activities in Montreal. Prior to that, Mr. Solis co-founded
GLS Capital Inc. in 1993, an institutional research boutique specializing in the
information technology sector. Two years later, Mr. Solis sold GLS Capital to
Yorkton Securities Inc. and joined the corporate finance team heading the
company's Montreal operations. He holds a B.A in Political Sciences from the
University of Quebec and an M.A in Economics from McGill University. Mr. Solis
currently serves as Director on the board of Equilar Capital Corporation and its
wholly owned subsidiary Credit-Chip Corporation.
Bruce Boyden: Attorney Boyden is a barrister and
solicitor in the Province of Ontario, Canada, and a member of the Law Society of
Upper Canada. He specializes in corporate and commercial law with an emphasis on
corporate governance of public companies. Mr. Boyden has been a director and
officer of several emerging companies. He joined the Registrant's board in June,
2001.
Walter Pickering: Mr. Pickering joined the
Innofone board with more than 23 years management experience, with the last 15
years being spent in the high tech sector. As President of a management
consulting firm in British Columbia (BC), Canada, Mr. Pickering worked with
major BC universities, companies, the National Research Council, the Science
Council of BC, and a large number of engineering and R&D firms since 1987. For
the past three years, he has also held the position of Executive Director of the
Canadian Institute for Market Intelligence, an NRC-financed Institute. He has
also had significant experience in the past 10 years with international
technology transfer in Asia and Central Europe. Mr. Pickering has a Masters in
Business, and has served on the Board of several public companies, including
Waverider (WAVC) and ePhone (EPHO).
Sumit Majumdar: Director- and President-Nominee
Mr. Majumdar, the founder of Digital Micro Distribution Canada Inc., has
extensive experience in the used and refurbished computer distribution industry.
Bringing both technical and sales experience, Mr. Majumdar was instrumental in
bringing DMD to its current profitable position.
Janne Vilhunen: Director- and CEO-Nominee Mr.
Vilhunen, a native of Finland, received his MBA from the SUNY at Buffalo
specializing in Finance. Formerly an analyst at Bloomberg Financial, Mr.
Vilhunen has extensive management experience.
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Frank Jasek: Director- and CFO-Nominee Mr. Jasek
is a registered Chartered Accountant with over 15 years of experience. He was
instrumental in the founding of several publicly traded companies. Mr. Jasek is
currently a partner in the Prapevesis-Jasek accounting firm. He has had
extensive experience dealing with both US and Canadian based companies,
including experience in cross-border taxation and GAAP.
(2) Directorships. No directorships are held by
any director or person nominated to become a director of Registrant in any other
company with a class of securities registered under Section 12 or subject to the
requirements of Section 15(d).
(f) Involvement in Certain Legal Proceedings. No
director, person nominated to become a director, or executive officer of
Registrant was involved in any material legal proceeding during the past five
years.
(g) Promoters and Control Persons. No promoter or
control person of Registrant was involved in any material legal proceeding
during the past five years.
Item 404. Certain Relationships and Related Transactions.
(a) Transactions With Management and Others. Since the
beginning of the Registrant's last fiscal year, there have been no transactions,
or series of similar transactions, or any currently proposed transaction, or
series of similar transactions, to which the Registrant or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any of the Registrant's directors, executive officers,
nominees for election as a director, any security holders known to the
Registrant to own of record or beneficially more than five percent of any class
of the Registrant's voting securities, and any member of the immediate family of
any of the foregoing persons had, or will have, a direct or indirect material
interest.
(c) Indebtedness of Management. None of the directors,
executive officers, or nominees for election as a director, no member of the
immediate family of any such person, no corporation or organization the equity
securities of which any of the foregoing persons were an executive officer or
partner or beneficial owner of 10 percent or more of the entity's equity
securities, and no trust or estate in which any of the foregoing persons held a
substantial beneficial interest or of which they served as trustee, was indebted
to the Registrant or its subsidiaries at any time since the beginning of the
Registrant's last fiscal year in an amount in excess of $60,000.
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Item 405. Compliance With Section 16(a) of the Exchange Act.
(a) Based solely upon a review of Forms 3 and 4 and
amendments thereto, and Forms 5 and amendments thereto and any written
representation by a reporting person that no Form 5 was required, furnished to
the Registrant during its most recent fiscal year, no person who, at any time
during the fiscal year, was a director, officer, beneficial owner of more than
10 percent of any class of equity securities of the Registrant, failed to file
on a timely basis reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year or prior fiscal years.
(c) The information required by Items 404(b) of Regulation S-K is as
follows:
Certain Business Relationships. During the Registrant's last
fiscal year, there were no relationships between the Registrant and entities in
which directors or nominees for director have any ownership interest, to which
they owe any indebtedness, by which they have been retained, or for which they
have performed services.
(d) (1) The Registrant does not have standing audit, nominating, or
compensation committees of the board of directors, or committees performing
similar functions.
(e) (Not applicable.)
(f) The board of directors held 4 meetings during the last full fiscal
year. No incumbent director attended fewer than 75 percent of the aggregate of
the total number of meetings of the board of directors (held during the period
for which he has been a director).
(g) No director has resigned or declined to stand for re-election to the
board of directors since the date of the last annual meeting of security holders
because of a disagreement with the Registrant on any matter relating to the
Registrant's operations, policies, or practices.
Item 8. Compensation of Directors and Executive Officers.
The information required by Item 402 of Regulation S-K ("Executive
Compensation") of a small business issuer such as the Registrant is as follows:
(a) (Not applicable.)
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(b) Summary Compensation Table. For the named executive officers for
each of the Registrant's last three completed fiscal years:
Long-Term Compensation
----------------------------------
Annual Compensation Awards
------------------------------------------------ ----------------------
Other Securities Payouts All
Name Annual Restricted Underlying ------- Other
And Compen- Stock Options/ LTIP Comp-
Principal Salary Bonus sation Award(s) SARs Payouts ensation
Position Year ($) ($) ($) ($) (#) ($) ($)
--------- ---- ------ ----- ------- ---------- ---------- ------- --------
Larry Hunt 01 200k 0 0 0 0 0 0
CEO
Richard Quinney 01 120k 0 0 0 0 0 0
CFO
Ronald Crowe, VP 01 150k 0 0 0 0 0 0
(former)*
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* Mr. Crowe resigned from the Registrant's board in June 2001.
(c) Option/SAR Grants Table. At no time during its last completed fiscal
year did the Registrant make any individual grants of stock options or
freestanding SARs to any of its executive officers.
(d) Aggregated Option/SAR Exercises and Fiscal Year-End Options/SAR
Value Table. At no time during the Registrant's last completed fiscal year did
any of its executive officers exercise any stock options (or tandem SARs) or
freestanding SARs and the fiscal year-end value of unexercised options and SARs,
on an aggregated basis, was nil.
(e) Long-Term Incentive Plan ("LTIP") Awards Table. No awards were made
to any of Registrant's executive officers in the last completed fiscal year
under any LTIP.
(f) Not applicable.
(g) Compensation of Directors.
(1) Standard Arrangements. Directors of the Registrant are not
compensated for any services provided as a director.
(2) Other Arrangements. There are no other arrangements pursuant
to which any director of the Registrant was compensated during the Registrant's
last completed fiscal year for any service provided as a director.
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(h) Employment Contracts, Termination of Employment and
Change-in-Control Arrangements.
(1) On the date hereof, there is one employment contract between
Registrant and its executive officers, namely, with its President and CEO, Larry
Hunt. That agreement, dated November 22, 2000, is for a one-year term with a
salary of $200,000 per annum, and provides for various benefits including a
bonus as and when approved by the Registrant's board. (No bonuses are
contemplated.). The agreement also provided for severance pay upon a termination
of Mr. Hunt's employment resulting from a change in control, but that pay has
been expressly waived by Mr. Hunt for the transaction addressed in this
statement.
(2) There are no compensatory plans or arrangements resulting or
that will result from the resignation, retirement, or any other termination of
any executive officer's employment with the Registrant and its subsidiaries or
from a change-in-control of the Registrant, or a change in the executive
officer's responsibilities following a change in control.
(i) Report on Repricing of Options/SARs. At no time during the last
completed fiscal year has the Registrant adjusted or amended the exercise price
of stock options or SARs previously awarded to any of its executive officers.
EXHIBITS
Exhibit No. 2 Agreement and Plan of Reorganization dated September 10, 2001.
[There is no Exhibit No. 1.]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto duly authorized.
INNOFONE.COM, INC.
(Registrant)
Date: October 1, 2001 By: /s/ LARRY HUNT
--------------------------------
Name: Larry Hunt
Title: President
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