SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[_] Preliminary Information Statement [_] Confidential, For Use of the
[X] Definitive Information Statement Commission only
PLANET411.COM INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing party:
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(4) Date filed:
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PLANET411.COM INC.
------------------
Notice of Written Consent of Shareholders in lieu of
Special Meeting of Shareholders
Effective April 15, 2002
------------------------------------------------------------
TO OUR SHAREHOLDERS:
Notice is hereby given that written consent of the shareholders of
Planet411.com Inc. (the "Company") was obtained from holders of a sufficient
number of shares of the Company's outstanding capital stock for the following
purposes:
(1) To accept the subscription by Victor Cantore for 52,000,000 shares of
the Company's Common Stock and the issuance of such shares to Mr.
Cantore upon his payment of $52,000 to the Company as consideration;
(2) To appoint Victor Cantore as the sole member of the Company's Board of
Directors; and
(3) To amend the Company's Certificate of Incorporation to increase the
Company's authorized capital from 80,000,000 shares to 210,000,001
shares, of which the number of authorized shares of Common Stock,
$0.001 par value per share, was increased from 69,999,999 to
200,000,000, and the number of authorized shares of Preferred Stock,
$0.001 par value per share, and Special Voting Stock, $0.001 par value
per share, remained unchanged at, respectively, 10,000,000 shares and
one share.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ Victor Cantore
----------------------------------------
PRESIDENT AND SECRETARY
8720 Dufrost, St-Leonard, Quebec, Canada, H1P 2Z5
March 11, 2002
PLANET411.COM INC.
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Information Statement
Relating to Written Consent of Shareholders in lieu of
a Special Meeting of Shareholders
Effective April 15, 2002
This Information Statement is furnished in connection with written consents
delivered by shareholders holding a sufficient number of shares of the capital
stock of Planet411.com Inc. (the "Company"), a Delaware corporation, for the
approval of the following actions:
(1) the Company's acceptance of a subscription by Victor Cantore for
52,000,000 shares of the Company's Common Stock and the issuance of
such shares to Mr. Cantore upon his payment of $52,000 to the Company
as consideration;
(2) the appointment of Victor Cantore as the sole member of the Company's
Board of Directors; and
(3) the amendment of the Company's Certificate of Incorporation to
increase the Company's authorized capital from 80,000,000 shares to
210,000,001 shares, of which the number of authorized shares of Common
Stock, $0.001 par value per share, was increased from 69,999,999 to
200,000,000, and the number of authorized shares of Preferred Stock,
$0.001 par value per share, and Special Voting Stock, $0.001 par value
per share remained unchanged at, respectively, 10,000,000 shares and
one share.
The close of business on November 14, 2001 was the record date for the
determination of the shareholders who were given the opportunity to provide
written consents to the Company in connection with the matters set forth in
paragraphs (1) and (2). The close of business on March 11, 2002 was the record
date for the determination of the shareholders who were given the opportunity to
provide written consents to the Company in connection with the matters set forth
in paragraph (3).
On November 14, 2001, the record date for the shareholder actions set forth
in (1) and (2) above, the Company had the following number of shares outstanding
and entitled to vote on those matters with respect to which written consents
were delivered: (a) 40,990,391 shares of Common Stock and (b) one share of
Special Voting Stock, the holder of which is entitled to 8,364,998 votes with
respect to the matters for which written consents were delivered, voting on
parity with the holders of Common Stock. On March 11, 2002, the record date for
the shareholder actions set forth in (3) above, the Company had the following
number of shares outstanding and entitled to vote on those matters with respect
to which written consents were delivered: (x) 51,300,391 shares of Common Stock
and (y) one share of Special Voting Stock,
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the holder of which is entitled to 8,364,998 votes with respect to the matters
for which written consents were delivered, voting on parity with the holders of
Common Stock.
Definitive copies of this Information Statement are intended to be released
to security holders on or about April 15, 2002.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
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Matters Approved by
Holders of a Majority of the Company's Common Stock
and any Other Shares Entitled to Vote with Holders of Common Stock
Introduction
For the reasons set forth below, the Board of Directors believes that the
best interests of the Company and its shareholders were served by adopting the
resolutions set forth on the first page of this Information Statement and
further discussed in the following paragraph. The Board of Directors has
approved the resolutions identified in paragraphs (1) and (3) of the first page
of this Information Statement, and has received the written consent of
shareholders who hold a sufficient number of shares of the Company's outstanding
capital stock for the adoption of those resolutions.
As result of the Company's failure to successfully implement its revised
business plan, it ceased operations on October 16, 2001. At that time, the
Company's remaining employees, officers and directors resigned. Since October
16, 2001, the shareholders who approved the resolutions to which this
Information Statement relates have determined that because the Company had very
limited assets and no operating business, the Company should seek a suitable
candidate to merge with or acquire the Company. To further these efforts, those
shareholders, by written consent dated November 14, 2001, approved the sale of
52,000,000 shares of the Company's Common Stock to Victor Cantore for $52,000
and elected Victor Cantore as the sole Director of the Company. Additionally,
those shareholders, by written consent dated March 11, 2002, approved an
amendment to the Company's Certificate of Incorporation increasing the Company's
authorized Common Stock from 69,999,999 shares to 200,000,000 shares, which
would provide the Company with sufficient authorized shares to allow the
issuance of the shares to Mr. Cantore.
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth the beneficial ownership of the Company's
Common Stock on March 1, 2002 by (i) each person known by the Company to
beneficially own five percent or more of the Company's outstanding Common Stock,
(ii) each of the Company's executive officers and directors (there are no
director nominees at this time) and (iii) all of the Company's executive
officers and directors as a group. Except as otherwise indicated, all shares of
Common Stock are beneficially owned, and investment and voting power is held, by
the person or entity named as owner.
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Name and Address Amount and Nature Percentage
of Beneficial Owner of Beneficial Owner(a) of Class(a)
------------------- ---------------------- -----------
Victor Cantore (1) 52,375,000 (2) 56.1%
Frank Cantore (3) 10,310,000 (4) 20.1%
Le Deck Global Holdings Limited (5) 9,091,591 (6) 18.2%
Stephane Chouinard (7) 6,951,180 (8)(11) 14.6%
Joseph Farag (9) 6,651,180 (10)(11) 14.0%
Cybersys Solutions Inc. (12) 6,025,044 12.8%
David Cullen (13) 2,400,000 5.5%
Elaine Kavanagh (13) 2,400,000 5.5%
John Cullen (13) 2,400,000 5.5%
Sandra Cullen (13) 2,400,000 5.5%
Denise McCue (13) 2,400,000 5.5%
Paul McCue (13) 2,400,000 5.5%
David McNamara (13) 2,400,000 5.5%
Imelda McNamara (13) 2,400,000 5.5%
Janet Shanahan (13) 2,400,000 5.5%
Declan Sweeney (13) 2,400,000 5.5%
Management:
Executive Officers and Directors 52,375,500 56.1%
As a group (one) (1)
(a) Calculated according to Rule 13d-3(d) of the Exchange Act. Under Rule
13d-3(d), shares not outstanding that are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned
by the holder of such options, warrants, rights or conversion privileges,
but not deemed outstanding for the purpose of calculating the percentage
owned by any other party listed.
(1) Mr. Cantore is the sole director, President and Secretary of the Company.
Mr. Cantore's address is the same as the Company's address.
(2) The number of shares identified as held by Mr. Cantore includes 52,000,000
shares of the Company's Common Stock to be issued to Mr. Cantore 20 days
after the definitive copy of this Information Statement is filed with the
SEC. The number of shares of Common Stock identified as held by Mr. Cantore
also includes options for up to 250,000 shares of the Company's Common
Stock that are currently exercisable and options for up to 125,000 shares
of the Company's Common Stock that will be exercisable beginning April 1,
2002, and excludes options for 250,000 shares of the Company's Common Stock
that are not exercisable within 60 days of March 1, 2002.
(3) Frank Cantore's address is 4517 Namur, Pierrefonds (Quebec) Canada.
(4) All of the shares identified as held by Frank Cantore are shares of the
Company's Common Stock to be issued 20 days after the definitive copy of
this Information Statement is filed with the SEC.
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(5) P.O. Box N-7047, Providence House, East Hill Street, Nassau, Bahamas.
(6) The number of shares identified as held by Le Deck Global Holdings Limited
includes (a) 8,927,267 shares of the Company's Common Stock owned by this
entity and (b) warrants for up to 164,324 shares of the Company's Common
Stock. The number of shares identified excludes warrants for up to 164,324
shares of the Company's Common Stock that are not exercisable within 60
days of March 1, 2002.
(7) 2039 Bord du Lac Road, Ile Bizard (Quebec), H9C 2N9, Canada.
(8) Includes (a) 2,430,949 Exchangeable Shares owned personally by Mr.
Chouinard, (b) 3,224,605 Exchangeable Shares owned by a holding company,
the equity and control of which are shared equally by Mr. Chouinard and
Joseph Farag, (c) 170,626 Exchangeable Shares owned by a holding company,
the equity and control of which are shared equally by Messrs. Chouinard and
Farag, (d) options for up to 1,000,000 shares of the Company's Common Stock
that are presently exercisable and (e) options for up to 125,000 shares of
the Company's Common Stock that will be exercisable beginning April 1,
2002. Excludes options for up to 250,000 shares of Common Stock that are
not exercisable within 60 days of March 1, 2002. Mr. Chouinard disclaims
beneficial ownership of one half of the Exchangeable Shares described in
clauses (b) and (c) of the first sentence of this note.
(9) 50 Quinlin PH 3 St-Laurent, Montreal (Quebec), H4N 3A5, Canada.
(10) Includes (a) 2,430,949 Exchangeable Shares owned personally by Mr. Farag,
(b) 3,224,605 Exchangeable Shares owned by a holding company, the equity
and control of which are shared equally by Mr. Farag and Stephane
Chouinard, (c) 170,606 Exchangeable Shares owned by a holding company, the
equity and control of which are shared equally by Messrs. Farag and
Chouinard, and (d) options for up to 775,000 shares of the Company's Common
Stock. Mr. Farag disclaims beneficial ownership of one half of the
Exchangeable Shares identified in clauses (b) and (c) of the preceding
sentence.
(11) Please see the discussion following this table for information regarding
the Exchangeable Shares referred to in this table and in the notes thereto.
Voting rights in respect of the Exchangeable Shares and the corresponding
share of Special Voting Stock are jointly held by Joseph Farag, Stephane
Chouinard and Johnson Joseph as mandataries under the Voting, Support and
Exchange Trust Agreement described below. No beneficial ownership has been
attributed to any of Messrs. Farag, Chouinard or Joseph merely by virtue of
their role as mandataries.
(12) 2060 de la Montagne Street, Montreal (Quebec), H3G 1Z7, Canada.
(13) All shares owned by these individuals are registered in the name of Bank
August Roth AG, Bellariastrasse 23, Zurich, Switzerland, as nominee. Based
on the Company's books and records, the address for David Cullen and Elaine
Kavanagh is 17 Oakwood Close, Dublin 11, Ireland; the address for John and
Sandra Cullen is 21 Blunden Drive, Dublin 5, Ireland; the address for
Denise and Paul McCue is 12 The Green, Mulhuddart Co., Dublin, Ireland; the
address for David and Imelda McNamara is 21 Montpelier Drive, Dublin 7,
Ireland; and the address for Janet
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Shanahan and Declan Sweeney is 392 Bayouster, Celbridge Co., Kidare,
Ireland. The Company has inquired but has not received responses regarding
the nature of the relationships between the individuals living at the same
address, or whether any of these individuals act as a "group" for purposes
of the Exchange Act. Solely for purposes of this disclosure only, and
without any intent to attribute or disclaim the actual beneficial ownership
of these shares, the share ownership of those individuals having the same
address have been grouped together in the preceding table. Since the
issuance of the shares in 1999, the Company has not received any
notification from Bank August Roth AG that the number of shares owned by
any of such individuals has changed.
Exchangeable Shares
In addition to Common Stock, the Company has authorized the issuance of one
share of Special Voting Stock. That share of Special Voting Stock is issued and
held jointly as set forth in note 11 to the preceding table. The holders of that
share of Special Voting Stock is entitled to the number of votes as is equal to
the number of Exchangeable Shares issued and outstanding, which voting is on
parity with the voting rights of holders of Common Stock, except as otherwise
set forth below.
The Exchangeable Shares are shares of capital stock of 3560309 Canada Inc.
("Canco"), a subsidiary of the Company. Canco has issued and outstanding the
following class and number of shares: (i) 8,364,998 Exhangeable Shares; and (ii)
8,400 Preferred Shares. Each Preferred Share is convertible into Exchangeable
Shares according to a ratio of one Preferred Share and CDN $5.00 (equivalent to
US $3.14 applying the closing exchange rate of US $0.6280=CDN$1.00 as at
November 14, 2001) for one Exchangeable Share.
In addition to the rights appurtenant to the Exchangeable Shares of Canco
described in the preceding discussion, the Exchangeable Shares of Canco
effectively may be exchanged at any time by their respective holders, on a
share-for-share basis, for shares of Common Stock of the Company, as follows:
(a) An Exchangeable Share is redeemable at the option of its holder in
consideration for shares of the Company's Common Stock plus accrued
and unpaid dividends thereon.
(b) Under the terms of the Voting Agreement described below, the Company
granted to the trustee thereunder (as mandatary) for and on behalf of,
and for the use and benefit of, the beneficial owners of Exchangeable
Shares (other than subsidiaries of the Company) the right (the
"Exchange Right"), upon the occurrence and during the continuance of
an insolvency or liquidation event such as a bankruptcy or comparable
event, to require the Company to purchase from each or any of such
beneficial owners all or any part of the Exchangeable Shares held by
such beneficial owner, all in accordance with the provisions of the
Voting Agreement.
(c) The rights of the beneficial holders are subject to the right of
Planet 411 (Nova Scotia) Company ("Novaco"), a wholly-owned subsidiary
of the Company, to acquire such
6
Exchangeable Shares from the owner thereof, for generally the same
consideration as is payable upon the exercise of Novaco of a call
right that it has with respect to the Exchangeable Shares.
The purchase price payable by the Company for each Exchangeable Share to be
purchased by the Company is an amount per share equal to (a) the current price
of a share of the Company's Common Stock on the last business day prior to the
day of closing of the purchase and sale of such Exchangeable Share, which shall
be satisfied in full through the delivery of one share of the Company's Common
Stock, plus (b) accrued and unpaid dividends, if any. The purchase price for
each such Exchangeable Share so purchased may be satisfied only by delivery to
the trustee under the Voting Agreement, on behalf of the relevant beneficial
owner, of one share of the Company's Common Stock and a check for the balance,
if any, of the purchase price. To cause the exercise of the Exchange Right by
the trustee, the aforementioned beneficial owners must deliver to the trustee
certain instruments to give effect to the transfer of the shares and payment of
the taxes (if any) payable as contemplated by the Voting Agreement.
Additional provisions in Canco's articles of incorporation related to the
Exchangeable Shares include the following:
Restrictions on Canco's Payments of Dividends and Distributions. Without
the consent of the holders of the Exchangeable Shares, for so long as any
Exchangeable Shares are outstanding (unless the conditions set forth in the
following discussion of the Voting Agreement are met):
o Canco shall pay no dividends (other than stock dividends paid in such
shares) on, redeem, make capital contributions with respect to, or
purchase junior shares ranking junior to the Exchangeable Shares;
o Canco shall not issue any shares ranking superior to the Exchangeable
Shares; and
o Canco shall neither redeem nor purchase other shares of Canco ranking
equally with the Exchangeable Shares with respect to dividends or
liquidation distributions.
Liquidation Preference. Upon the liquidation or dissolution of Canco,
holders of Exchangeable Shares shall be entitled to receive an amount per
share equal to (a) the current price of a share of the Company's Common
Stock on the last business day prior to the day of closing of the purchase
and sale of such Exchangeable Share, which shall be satisfied in full by
causing to be delivered to such holder one share of the Company's Common
Stock, plus (b) accrued and unpaid dividends, if any.
Voting Rights. Holders of Exchangeable Shares are only entitled to notice
of and to vote at meetings of Canco's shareholders to the extent that the
subject matter of such meetings relates to the dissolution of Canco or the
sale, lease or exchange of all or substantially all of Canco's property
other than in the ordinary course of business.
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Voting Agreement.
On May 13, 1999, the Company, Canco, Novaco, certain other entities that
are affiliated with the Company and each of Joseph Farag, Stephane Chouinard and
Johnson Joseph, in their capacities as mandataries for shareholders of a former
subsidiary of the Company, entered into a Voting, Support and Exchange Trust
Agreement (the "Voting Agreement"). This agreement has been assigned to and
assumed by the Company. In addition to the rights with respect to the exchange
of the Exchangeable Shares in Canco for shares in the Company described in the
preceding discussion, the Voting Agreement and Canco's articles of incorporation
each provide that dividends and/or distributions of any kind may not be paid on
or with respect to the Company's Common Stock unless Canco pays the same amount
of dividends and/or distributions, as applicable (or otherwise distributes the
economic equivalent of same), to the holders of Exchangeable Shares. Record and
payment dates for all dividends and distributions by the Company and Canco are
to be identical. Furthermore, the Voting Agreement and Canco's articles of
incorporation each provide that the Company may not effect (a) any subdivisions,
consolidations or reclassifications of the Company's Common Stock or (b) any
merger of the Company (or other similar corporate event) affecting the Company's
Common Stock, without the prior approval of the holders of the Exchangeable
Shares if such action would cause an economic change in the rights of the
holders of the Exchangeable Shares.
For purposes of the preceding discussion, the three trustees under the
Voting Agreement, Messrs. Farag, Chouinard and Joseph, are acting as mandataries
under a special mandate executed by 9066-4871 Quebec Inc., a former subsidiary
of the Company, and its shareholders. The mandataries' purposes thereunder are
to hold all of the Exchangeable Shares, to hold one share of the Company's
Special Voting Stock (including the exercising the voting rights attaching
thereto), and to exercise retraction rights attaching to the Exchangeable
Shares. The Voting Agreement sets forth the mechanisms for carrying out and
administering these purposes.
Acquisition of Control Over the Company
Twenty (20) days after the date on which the definitive copy of this
Information Statement is filed with the SEC, the Company will issue 52,000,000
shares of Common Stock to Victor Cantore. Upon that issuance, Mr. Cantore will
hold the number of shares reported on the preceding table and, as set forth,
will possess voting control over 56% of the Company's outstanding capital stock.
Mr. Cantore obtained the funds for those shares of Common Stock from personal
sources.
When such shares are issued to Mr. Cantore, 10,310,000 shares of the
Company's Common Stock will also be issued to Frank Cantore, Mr. Cantore's
brother. As discussed in the Company's Form 10-QSB for the period ended December
30, 2001, filed with the SEC on February 14, 2001, in December 2001, the Company
agreed to sell 10,310,000 shares of Common Stock to Frank Cantore for $10,310.
The purchase price was paid when the Company and Frank Cantore entered into the
agreement. Under the agreement, the shares are to be issued concurrently with
the 52,000,000 shares to be issued to Mr. Cantore.
8
Directors, Executive Officers, Promoters And Control Persons: Compliance With
Section 16(a) Of The Exchange Act
The name, age, and offices of the sole Director and executive officer of
the Company are set forth below:
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
Victor Cantore 36 President; Secretary; Director
Mr. Cantore became the Company's President, Secretary and sole Director on
November 14, 2001. Since 1999, Mr. Cantore operated his own venture capital
fund, Cantore Capital. From June 1992 to April 1999, he was an investment
advisor with RBC Dominion Securities and Tasse & Associes.
All offices and directorships are held for a term of one year or until a
successor is duly elected and qualified.
All of the Company's other officers and directors have resigned.
Certain Relationships and Related Transactions
In fiscal 2000, the Company entered into the following related party
transactions:
o Subcontracting fees aggregating $134,440 were accrued for computer
support services and equipment to a company controlled by Varujan
Tasci, an officer and equityholder of the Company,
o Subcontracting fees aggregating $289,048 were accrued for professional
services to SBA Serge Bujold and Associates Inc., which is owned by
Serge Bujold, at a time when Mr. Bujold was not affiliated with the
Company.
o Commissions of $211,214 were earned by Victor Cantore in connection
with the Company's raising of capital. Mr. Cantore owns ec-Assist
Inc., a then principal shareholder of the Company. Mr. Cantore became
the Company's sole officer and director on November 14, 2001.
In addition, in June 2001 the Company issued warrants to purchase 4,000,000
shares of Common Stock at an exercise price of $0.0785 per share to Le Deck
Global Holdings Limited, a principal shareholder of the Company, as a nominee
for the Company. The warrants were to be used in settlements, if any, to be
negotiated by 9066, the Company's former subsidiary, with its creditors. Because
9066 is now defunct, the Company is of the opinion that the warrants, which were
to expire in November 2002, are no longer exercisable.
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Section 16(a) Beneficial Ownership Reporting Compliance
The following persons did not file reports required to be filed during the
fiscal year ended June 30, 2001 under Section 16(a) of the Exchange Act.
Name of Number of Number of
Reporting Person Reports Not Filed Transactions Not Reported
---------------- ----------------- -------------------------
Victor Cantore 1 1
Diane Laurence (1) 1 1
Robert Lafleur (1) 1 1
Varujan Tasci (1) 1 2
Jean-Marie Grange (1) 1 1
Jeffrey Loy (2) 1 1
Johnson Joseph (1) (2) 1 2
Serge Bujold (1) (2) 1 1
ec-Assist Inc. (3) 1 1
(1) Former officer of the Company
(2) Former director of the Company
(3) A company owned by Victor Cantore
In addition, the Company has been unable to determine whether the following
10% shareholders have filed reports required under Section 16(a) during fiscal
2001.
Name of Number of Number of
Reporting Person Reports Not Filed Transactions Not Reported
---------------- ----------------- -------------------------
Cybersys Solution Inc. 1 1
Le Deck Global Holdings Limited 1 1
The Board of Directors has no standing audit, nomination or compensation
committees.
During the last full fiscal year, 23 meetings of the Company's Board of
Directors were held.
Executive Compensation
The following table sets forth, for the period indicated, all compensation
awarded to, earned by or paid to the Company's Chief Executive Officer during
the Company's last two fiscal years. No other person who was serving as an
executive officer as of the end of the Company's 2001 fiscal year, or for whom
disclosure would be required in this Information
10
Statement but for the fact that he or she was not serving as an executive
officer as of the end of the 2001 fiscal year, received annual salary and bonus
in excess of $100,000 for such fiscal year.
Summary Compensation Table
--------------------------
- --------------------------- ----------- ------------------- -----------------------
Long Term Compensation-
Fiscal Year Annual Securities underlying
Name and Principal Position Compensation-Salary Options
- --------------------------- ----------- ------------------- -----------------------
2001 $112,380 41,667 (2)
Serge Bujold (1) 1,713,417 (3)
Chief Executive Officer, 10,000 (4)
President ----------- ------------------- -----------------------
2000 (5) $24,028 108,333 (6)
1,250,000 (7)
25,000 (8)
- --------------------------- ----------- ------------------- -----------------------
(1) Mr. Bujold resigned as an officer and director of the Company on
October 16, 2001.
(2) These options to purchase 41,667 shares of Common Stock were granted
during the first quarter of fiscal 2001, in lieu of payment of $4,807
of salary. These options have a strike price of $1.81, one quarter of
the options vested in March 2001, one quarter vested in September
2001, and the balance vest in March 2002. The options expire in March
2005.
(3) These options have a strike price of $0.1875, vested in January 2001,
and expire in December 2010.
(4) These options have a strike price of $0.18. One quarter of the options
vested in April 2001, one quarter will vest in April 2002, and the
balance will vest in April 2003. The options expire in February 2011.
(5) Mr. Bujold was hired on March 27, 2000.
(6) Mr. Bujold's annual compensation for fiscal 2000 included options to
purchase 108,333 shares of Common Stock granted in June 2000, in lieu
of payment of $12,277 of salary. These options have a strike price of
$1.81. One quarter of the options vested in March 2001, one quarter
vested in September 2001, and the balance vest in March 2002. The
options expire in March 2005.
(7) These options have a strike price of $2.00, have the same vesting
schedule as set forth in footnote (6), and expire in March 2005.
(8) These options have the same strike price, vesting schedule and
expiration date as the options described in footnote (7).
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As previously reported, as a result of the Company's failure to
successfully implement its revised business plan, it ceased operations on
October 16, 2001. At that time, the Company's remaining employees, officers and
directors resigned. Through one of the written consents of shareholders to which
this Information Statement relates, Victor Cantore was elected sole Director of
the Company on November 14, 2001. Subsequent to that election, by written
consent of Mr. Cantore as the Company's sole director, Mr. Cantore was appointed
President and Secretary of the Company on November 14, 2001. Mr. Cantore will
not receive compensation in consideration for his service as the Company's only
executive.
Option Grants in Last Fiscal Year
The following table reflects option grants to the Company's Chief Executive
Officer during the Company's last completed fiscal year
- --------------------- -------------------------- ---------------------- ------------------- --------------------------
Number of Securities Percent of Total
Underlying Options Options Granted to
Granted Employees in Fiscal Exercise Price
Name Year ($/Share) Expiration Date
- --------------------- -------------------------- ---------------------- ------------------- --------------------------
Serge Bujold 10,000 0.2% $0.18 February 28, 2001
-------------------------- ---------------------- ------------------- --------------------------
1,713,417 34.2% $0.1875 December 31, 2010
-------------------------- ---------------------- ------------------- --------------------------
41,667 0.8% $1.81 March 2, 2005
- --------------------- -------------------------- ---------------------- ------------------- --------------------------
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table reflects the fiscal year-end value of unexercised
options held by the Company's Chief Executive Officer. No options were exercised
by the Chief Executive Officer during fiscal 2001.
- -------------------- ------------------------------------------------- -------------------------------------------------
Number of Securities Underlying Value of the Unexercised
Unexercised Options at Fiscal Year-End In-the-Money Options at Fiscal Year-End
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------- ------------------------------------------------- -------------------------------------------------
Serge Bujold 2,072,167 / 1,076,250 $0 / $0
- -------------------- ------------------------------------------------- -------------------------------------------------
Compensation of Directors
The Company has no standard arrangements pursuant to which Directors are
compensated for services provided as directors. No remuneration or directors'
fees were paid to directors of the Company during the fiscal years ended June
30, 2000 and June 30, 2001, with the exception of reimbursement of expenses.
Directors of the Company were eligible in fiscal 2001 to receive grants of stock
options under the Company's 2000 Stock Option Plan and 2001 Stock Option Plan.
In fiscal 2001, options were granted to three directors--Serge Bujold, Johnson
Joseph and Jeffrey Loy--to purchase 10,000 shares each at an exercise price of
$0.18 per
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share. One quarter of the options vested in April 1, 2001, one quarter will vest
in April 2002, and the balance will vest in April 2003. The options expire in
February 2011.
Long-Term Incentive Plans
The Company has no long-term incentive plans.
Employment Agreements
The Company does not have an employment agreement with Victor Cantore, its
sole officer.
Independent Public Accountants
For the fiscal year ended June 30, 2001, Raymond Chabot Grant Thornton,
General Partnership, Chartered Accountants served as the Company's principal
accountants. As the Company has effectively ceased all operations, no selection
or recommendation of accountants has been made for the current fiscal year.
Audit Fees
The aggregate fees billed by the Company's accountants for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended June 30, 2001 and the reviews of the financial statements
in the Company's quarterly reports for that fiscal year were $10,325.
Financial Information Systems Design and Implementation Fees
The Company's accountants did not render any services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X under the Securities Act of
1933 and the Securities Exchange Act of 1934.
All Other Fees
During the fiscal year ended June 30, 2001, no other fees were billed by
the Company's accountants.
The Board of Directors has not considered whether the provision of services
by the Company's accountants is compatible with maintaining the independence of
the Company's principal accountants.
Authorization or Issuance of Securities Otherwise Than For Exchange
As previously disclosed in this Information Statement, a written consent of
the Company's shareholders was obtained accepting Victor Cantore's subscription
for 52,000,000
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shares of the Company's Common Stock in exchange for $52,000, appointing Mr.
Cantore as the sole member of the Company's Board of Directors and amending the
Company's Certificate of Incorporation to increase the authorized number of
shares of Common Stock. Twenty (20) days after the date on which the definitive
copy of this Information Statement is filed, the Company will issue 52,000,000
shares of the Company's Common Stock to Victor Cantore in consideration for the
payment of $52,000 that he has made to the Company. The net proceeds received by
the Company from Mr. Cantore will be used to fund the Company's efforts to
identify a party that will acquire or merge with the Company.
In addition, in December 2001 the Company agreed to sell 10,310,000 shares
of Common Stock to Frank Cantore, Mr. Cantore's brother, for $10,310. The
purchase price was paid when the Company and Frank Cantore entered into the
agreement. Under the agreement, the shares are to be issued concurrently with
those to be issued to Mr. Cantore.
Vote Required
The Company has already received the affirmative vote of holders of a
majority of the outstanding shares of Common Stock and all other shares of the
Company's capital stock entitled to vote on parity with the Common Stock, as
required under Delaware law, to approve the matters discussed in this
Information Statement. The Company has no shares of Preferred Stock outstanding.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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