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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT RE CHANGE IN MAJORITY
OF DIRECTORS PURSUANT TO RULE 14f-1
UNDER SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 33-20185
NEW SYSTEMS, INC.
(Exact name of registrant in its charter)
NEVADA 87-0454377
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3040 E. COMMERCIAL BLVD., FT. LAUDERDALE, FL 33308
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(Address of principal executive office, including Zip Code)
Registrant's telephone number - (954) 772-2297
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
-----------------------------
(Title of each class)
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NEW SYSTEMS, INC.
3040 E. COMMERCIAL BOULEVARD
FT. LAUDERDALE, FLORIDA 33308
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1
WE ARE FURNISHING THIS INFORMATION STATEMENT TO ALL OF OUR STOCKHOLDERS OF
RECORD AT THE CLOSE OF BUSINESS ON NOVEMBER 21, 2001 OF OUR COMMON STOCK,
$.001 PAR VALUE
THIS NOTICE IS REQUIRED BY SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND RULE 14F-1 OF THE SECURITIES
AND EXCHANGE COMMISSION ("SEC").
INTRODUCTION
As reported by New Systems, Inc. ("New Systems") in that Information
Statement on Schedule 14C filed with the Securities and Exchange Commission
(SEC) on November 9, 2001, New Systems entered into an Agreement and Plan of
Merger (the "Merger Agreement") on August 21, 2001 with Tremor Entertainment,
Inc., a California corporation ("Tremor"), and New Tremor Acquisition Corp., a
California corporation and newly formed subsidiary of New Systems ("Merger
Sub"), pursuant to which the Merger Sub will merge with and into Tremor and
Tremor, as the surviving corporation, will become a wholly-owned subsidiary of
New Systems (the "Merger"). Upon the completion of the Merger (the "Effective
Date"), New Systems will change its name to "Tremor Entertainment, Inc." The
transactions contemplated by the Merger Agreement have been approved by the
written consent of the holders of a majority of the issued and outstanding
shares of common stock of New Systems and are expected to be completed on or
about December 3, 2001.
Because of the change of ownership and the composition of the board of
directors contemplated by the Merger Agreement, there will be a change in
control of New Systems upon completion of the Merger.
This Information Statement briefly describes the change of control of New
Systems effected by the Merger and contains biographical and other information
concerning the executive officers and directors following the Merger.
CHANGE OF CONTROL
As of November 26, 2001, New Systems had 3,353,000 shares of its common
stock issued and outstanding. There are no outstanding rights, options, warrants
or other obligations to issue any additional securities of New Systems.
Giving effect to the Merger and the issuance to Tremor's security holders
of shares of the common stock, par value $.001 per share, of New Systems (the
"New Systems Stock") in accordance with the Merger Agreement, at the Effective
Date the security holders of Tremor will have acquired an aggregate of
14,844,000 shares of New Systems Stock, representing approximately
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90.5% of the issued and outstanding equity interest and voting rights of New
Systems (exclusive of approximately 1,322,000 shares of New Systems Stock
reserved for issuance upon the exercise of outstanding options and warrants
assumed by New Systems) at the Effective Date. An aggregate of approximately
17,719,000 shares of New Systems Stock, on a fully diluted basis, shall be
outstanding or reserved for issuance upon exercise of options and warrants
assumed by New Systems immediately after the Effective Date.
As also contemplated by the Merger Agreement, immediately following the
effective time of the Merger the existing board of directors of New Systems will
resign and a new board will be formed, consisting of Mr. Steven Oshinsky, who
will serve as Chairman of the Board, Mr. Karl Flowers and Mr. Martin Eric
Weisberg. Each of Messrs. Oshinsky, Flowers and Weisberg is currently a director
and/or officer of Tremor.
None of Messrs. Oshinsky, Flowers and Weisberg will, however, begin his
respective term as director until after the completion of the Merger and the
expiration of the ten (10) day period beginning on the later of the date of the
filing of this Information Statement with the SEC pursuant to Rule 14f-1
promulgated by the SEC under the Exchange Act of 1934, as amended (the "Exchange
Act") or the date of mailing of this Information Statement to the stockholders
of New Systems.
As a result of the majority voting stock ownership of the Tremor security
holders and their director status, upon completion of the Merger, Messrs.
Oshinsky, Flowers and Weisberg will be in control of the business and affairs of
New Systems.
PREVIOUS CHANGE IN CONTROL OF THE COMPANY
DURING 2001 FISCAL YEAR
As reported in the Form 10-QSB for the quarter ended June 30, 2001 filed
on August 14, 2001 by New Systems, on or about July 23, 2001, RAM Venture
Holdings Corp. ("RAM Venture") and KM Financial, Inc., stockholders of New
Systems, sold a total of 1,800,000 shares of New Systems Stock, representing
almost fifty-four percent (54%) of the then issued and outstanding shares of New
Systems Stock, to Tremor for aggregate consideration of $505,000. As a result of
that transaction, Tremor acquired majority control of New Systems. Pursuant to
the stock purchase agreement entered into among such parties, Tremor granted to
RAM Venture and KM Financial, Inc. a proxy to vote the 1,800,000 shares, in
Tremor's name, at any meeting of stockholders of New Systems or in connection
with any written consent of the stockholders of New Systems in lieu of a meeting
thereof, which proxy would terminate automatically at the effective time of the
Merger without any further action on the part of any party thereto. As
contemplated by the Merger Agreement, immediately prior to the Effective Date of
the Merger, Tremor shall surrender for cancellation the 1,800,000 shares
previously having been acquired.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 26, 2001, regarding
beneficial ownership of common stock of New Systems by: (i) each person known by
New Systems to be the beneficial owner of more than 5% of the outstanding shares
of its common stock; (ii) each current director and executive officer of New
Systems; (iii) all current officers and directors of New Systems as a group; and
(iv) all proposed directors and officers of New Systems after giving effect to
the Merger. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the SEC.
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Pre-Merger Holdings After Closing Merger Holdings
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Shares of New Systems Shares of New Systems
Name and Address Stock Percentage Stock Percentage
Of Beneficial Owner Beneficially Owned of Class(1) Beneficially Owned (2) of Class (3)
------------------- ------------------ -------- ------------------ --------
Tremor Entertainment Inc.
2621 West Empire Avenue 1,800,000 (4) 53.68% 0 (5) *
Burbank, CA 91504
RAM Venture Holdings Corp.
3040 E. Commercial Blvd 1,860,000 (6) 55.47% 610,000 (6)(7) 3.66%
Fort Lauderdale, FL 33308
KM Financial, Inc.
6350 E. Thomas Road, Ste 240 360,000 (8) 10.74% 60,000 (8) *
Scottsdale, AZ 85251
Norman Becker (9)(10) 0 * 0 *
Frank R. Bauer (9)(10) 0 * 0 *
Diane Martini (9)(10) 0 * 0 *
Steven Oshinsky (11)(12) 0 * 10,714,000 (13) 64.70%
RAM Capital Management Trust (11) 0 * 10,514,000 (14) 63.50%
Karl Flowers (11)(12) 0 * 644,000 (15) 3.89%
Martin Eric Weisberg (11)(12) 0 * 216,000 (16) 1.30%
Rod Barr (11)(12)
President - Games Division 0 * 428,000 (17) 2.58%
Brennan Kelly (11)(12) 0 * 314,000 (18) 1.90%
Chief Technology Officer
Karen L. Benson (11) (12)
Vice President of Finance 0 * 152,000 (19) *
and Administration
Pre-Merger Executive Officers and
Directors as a Group (3 persons) 0 * 0 *
(9)
Post-Merger Executive Officers
and Directors as a Group (6 0 * 12,468,000 71.98%
persons) (11) (13) and (15)- (19)
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* Represents less than 1%
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(1) Based on 3,353,000 shares of New Systems Stock issued and outstanding
immediately prior to the Merger. No derivative securities are issued
and outstanding.
(2) Calculation gives effect to the 1:6000 stock split effected on November
13, 2001 by Tremor and the 2000:1 exchange ratio applied at the
Effective Date pursuant to the Merger Agreement
(3) Based on 16,397,000 shares of New Systems Stock issued and outstanding
following the Merger (exclusive of outstanding warrants and options),
after giving effect to the 2000:1 exchange ratio provided for in the
Merger Agreement.
(4) Tremor has granted a proxy to each of RAM Venture Holdings Corp. and KM
Financial, Inc. to vote 1,500,000 shares and 300,000 shares,
respectively, of common stock previously sold by them to Tremor, in the
name of Tremor, at any meeting of stockholders of New Systems or in
connection with any written consent of the stockholders of New Systems
in lieu of a meeting, which proxy shall terminate upon the earlier of
the Effective Date or the termination of the Merger Agreement.
(5) Immediately prior to the Effective Date, the 1,800,000 shares of New
Systems Stock owned by Tremor will be surrendered for cancellation.
(6) RAM Venture Holdings Corp. has been granted a proxy by Tremor to vote
1,500,000 of Tremor's shares of New Systems Stock and has sole voting
power to vote these shares in the name of Tremor at any meeting of
stockholders of New Systems or in connection with any written consent
of the stockholders of New Systems in lieu of a meeting, which proxy
shall terminate upon the earlier of the effective time of the Merger or
the termination of the Merger Agreement. Immediately prior to the
Effective Date, the 1,500,000 shares of New Systems stock owned by
Tremor will be surrendered for cancellation.
(7) Includes warrants currently exercisable to acquire an aggregate of
250,000 shares of common stock, at an exercise price of $.30 per share.
(8) KM Financial has been granted a proxy by Tremor to vote 1,500,000 of
these shares and has sole voting power to vote these shares in the name
of Tremor at any meeting of stockholders of New Systems or in
connection with any written consent of the stockholders of New Systems
in lieu of a meeting, which proxy shall terminate upon the earlier of
the effective time of the Merger or the termination of the Merger
Agreement. Immediately prior to the Effective Date, the 1,500,000
shares of New Systems stock owned by Tremor will be surrendered for
cancellation.
(9) Except where otherwise indicated, the address for all persons listed is
c/o New Systems, Inc. 3040 E. Commercial Blvd., Ft. Lauderdale, FL
33308
(10) Current Director of New Systems
(11) Except where otherwise indicated, the address for all persons listed is
c/o Tremor Entertainment Inc., 2621 West Empire Avenue, Burbank, CA
91504
(12) Proposed director and/or executive officer of New Systems following
completion of the Merger.
(13) Includes 10,254,000 shares of common stock held by RAM Capital
Management Trust (giving effect to the conversion by RAM Capital
Management Trust of its Series A Preferred Stock into 5,000 shares of
Tremor's common stock immediately prior to the Merger) and 200,000
shares of common stock held by Harmony Investment Trust. Includes
warrants held by Ram Capital Management Trust, currently exercisable,
to acquire 260,000 shares of common stock at prices ranging from $0.30
to $9.00 per share. Mr. Oshinsky is the General Manager of RAM Capital
Management Trust and Harmony Investments and beneficial ownership over
the shares held by those entities may be attributable to Mr. Oshinsky.
(14) Includes warrants currently exercisable to acquire 260,000 shares of
common stock at prices ranging from $0.30 to $9.00 per share.
(15) Includes options, currently exercisable, to acquire an aggregate of
166,000 shares of common stock at an exercise price of $0.30 per share
and warrants, currently exercisable, to acquire 2,000 shares of common
stock at an exercise price of $9.00 per share. Mr. Flowers has pledged
approximately 430,000 shares of his common stock as collateral to
secure loans made to Mr. Flowers by an entity affiliated with Mr.
Oshinsky.
(16) Includes options, currently exercisable, to acquire an aggregate of
166,000 shares of common stock at an
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exercise price of $0.30 per share, and warrants, currently exercisable,
to acquire 50,000 shares of common stock at an exercise price of $0.30
per share.
(17) Includes options, currently exercisable, to acquire an aggregate of
168,000 shares of common stock at prices ranging from $0.30 to $9.00
per share and warrants, currently exercisable, to acquire 2,000 shares
of common stock at an exercise price of $0.30 per share.
(18) Includes options, currently exercisable, to acquire an aggregate of
168,000 shares of common stock at exercise prices ranging from $0.30
per share to $6.00 per share, and warrants, currently exercisable, to
acquire 60,000 shares of common stock at an exercise price of $0.30 per
share.
(19) Includes options, currently exercisable, to acquire an aggregate of
42,000 shares of common stock at exercise prices ranging from $0.30 per
share to $6.00 per share.
DIRECTORS AND EXECUTIVE OFFICERS
Upon completion of the Merger, the current directors of New Systems will
be replaced by Steven Oshinsky, Karl Flowers and Martin Eric Weisberg, the
existing directors of Tremor. The following tables sets forth information
regarding the current executive officers and directors of New Systems and the
proposed executive officers and directors of New Systems after the Merger.
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is certain information regarding the current executive
officers and directors of the New Systems:
NAME AGE POSITION SINCE
---- --- -------- -----
Norman Becker 64 Director, President and April 2, 2001
Chief Executive Officer
Frank R. Bauer 57 Director and Vice President April 2, 2001
Diane Martini 54 Director, Treasurer April 2, 2001
and Secretary
NORMAN H. BECKER
Mr. Becker has served as a director and officer of New Systems since
April 2, 2001. In addition, he has served as a director and President of RAM
Venture Holdings Corp. since July 1, 1987 and January 15, 1993, respectively.
Since January, 1985, Mr. Becker has also been self-employed in the practice of
public accounting in Hollywood, Florida. Mr. Becker is a graduate of City
College of New York (Bernard Baruch School of Business) and is a member of a
number of professional accounting associations including the American Institute
of Certified Public Accountants, the Florida Institute of Certified Public
Accountants and the Dade Chapter of Florida Institute of Certified Public
Accountants.
FRANK R. BAUER
Mr. Bauer has served as a director and officer of New Systems since
April 2, 2001. In addition, he has been an officer and a director of RAM Venture
Holdings Corp. since February 15, 1988 and its Vice President since January 4,
1993 through September, 1996. Mr. Bauer was also President and Chief Executive
Officer of Specialty Device Installers, Inc., a privately held Florida
corporation engaged in outside plant
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utility and construction contracting. In September of 1996 Specialty Device
Installers, Inc. was acquired by Guardian International, Inc. Mr. Bauer is
presently a manager at Guardian International, Inc. Mr. Bauer holds the Bachelor
of Business Administration Degree from Stetson University in Deland, Florida.
DIANE MARTINI
Ms. Martini has served as a director and officer of New Systems since
April 2, 2001. In addition, she has been Secretary/Treasurer and a director of
RAM Venture Holdings Corp. since January 12, 1993. Ms. Martini is also President
and Chief Executive Officer of Financial Communications, Inc., a privately held
Florida public relations and business consulting firm. Ms. Martini is married to
principal shareholder of RAM Venture Holdings Corp., Ronald A. Martini.
EXECUTIVE OFFICERS AND DIRECTORS AFTER THE MERGER
Set forth below is certain information regarding each of the directors
expected to be appointed immediately after the Merger, to serve until the next
annual meeting of stockholders and until their successors are duly elected and
qualified.
NAME AGE POSITION
---- --- --------
Steven Oshinsky 41 Director and Chairman of the Board,
President and Chief Executive Officer
Karl Flowers 51 Director
Martin Eric Weisberg 50 Director and Secretary
Roderick B. Barr 37 President - Games Division
Karen L. Benson 43 Vice President of Finance &
Administration and Assistant Secretary
Brennan Kelly 34 Chief Technology Officer
STEVEN OSHINSKY
Mr. Oshinsky has served as President and Chief Executive Officer of
Tremor since January 2001. Mr. Oshinsky entered the financial services business
in 1985 in New York as a financial futures broker focusing primarily on foreign
currency, U.S. treasuries and Standard & Poor's 500 futures. In 1993 he joined
the investment banking firm of Barber and Bronson in Ft. Lauderdale, Florida as
a Senior Account Executive, and in 1997, Mr. Oshinsky joined Thomas Green
Securities, Inc. in a similar capacity. In 1998, he founded RAM Capital
Management to provide equity financing to small public companies. The operations
of RAM Capital Management are primarily carried out by Mr. Oshinsky as that
firm's General Manager. Mr. Oshinsky has been an Ambassador for the American
Committee of the Weizmann Institute of Science since 1995, assisting the
Committee with its fund raising activities.
KARL FLOWERS
Mr. Flowers has served as a director of Tremor since August 2000. Mr.
Flowers previously joined Tremor as a consultant in October 1999. In 2000, he
formed Flow Capital Management, a private equity fund for which he serves as
General Manager. From 1995 to 1999, Mr. Flowers served as an independent
business consultant to private and public companies. From 1990 to 1995, Mr.
Flowers
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served as National Sales Coordinator of Nationwide Housing Group, a real estate
syndication firm. In April 1999, Mr. Flowers filed a Chapter 7 petition under
the federal bankruptcy laws. Mr. Flowers has over 21 years of experience in a
variety of capacities in the financial services industry, having worked with a
number of nationally recognized financial services firms including Shearson
Lehman, Prudential Bache and Smith Barney.
MARTIN ERIC WEISBERG
Mr. Weisberg has served as a director of Tremor since January, 2001. Mr.
Weisberg is a shareholder at the law firm of Jenkens & Gilchrist Parker Chapin
LLP, which serves as general counsel to Tremor. Mr. Weisberg specializes in the
areas of securities, mergers and acquisitions, financing and international
transactions and has been in the private practice of law for 25 years. Mr.
Weisberg is a summa cum laude graduate of Union College (B.A. 1972) and received
his law degree from The Northwestern University School of Law (1975), where he
graduated summa cum laude, was Articles Editor of the Law Review and was elected
to the Order of the Coif. Mr. Weisberg also attended The London School of
Economics and Political Science.
RODERICK B. BARR
Mr. Barr is President of Tremor's Games Division and oversees business
and product development for Tremor. He joined Tremor in 1999 as its Creative
Director, and produced Railroad Tycoon II and Sega Swirl(R). Prior to joining
Tremor, Mr. Barr was an independent producer who created, designed and produced
software titles for such publishers as Mindscape, Titus, and ASC. He graduated
Phi Beta Kappa from Princeton University in 1986.
KAREN L. BENSON
Ms. Benson is Tremor's Vice President of Finance and Administration. She
joined Tremor in December 1999 as Controller and was promoted to her current
position in August 2000. Ms. Benson was involved in crisis management consulting
from October 1996 to December 1999 and served as Vice President - Finance and
Administration of a Los Angeles, California-based land use planning and civil
engineering firm from May 1990 to December 1995. Ms. Benson served as Director
of Finance-Administration at venture capital funded start-ups in the temporary
professional industry from January 1986 to April 1990 and worked for the prior
four years as an executive assistant in the high tech industry. She graduated
from California State University Northridge in 1988 with a B.S. in accounting.
BRENNAN KELLY
Mr. Kelly is Chief Technical Officer and manages the technological
direction of Tremor. He is one of the founders of Tremor and has been involved
as Technical Director and producer on Railroad Tycoon II PlayStation and KISS
Psycho Circus. Prior to joining Tremor in September 1998, Mr. Kelly was a Lead
Programmer with Gigawatt Studios from April 1997 to April 1998 and with Digital
Domain from November 1995 to April 1997. He is a graduate of U.C.L.A. (B.A.,
1989).
EXECUTIVE COMPENSATION
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
Each of Frank R. Bauer, Norman Becker and Diane Martini were elected
members of the board of directors and assumed their respective executive office
during the fiscal year 2001, for which positions they received no compensation,
either in the form of a salary, bonus or other award or payout. Previously, the
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sole director and chief executive officer of New Systems was held by (i) Lloyd
T. Rochford, who served from March 2, 1999 until December 31, 2000 and (ii)
William R. Parsons, who served from January 1, 2001 until his resignation in
April 2, 2001. Neither of Messrs. Rochford nor Parsons received any compensation
for their service.
EXECUTIVE OFFICERS AND DIRECTORS AFTER THE MERGER
The following chart sets forth the compensation received by the current
executive officers and directors of Tremor as of November 26, 2001:
Long Term Compensation
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Annual Compensation Awards Payouts
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Non-Cash Restricted Options/ LTIP All
Name & Position Year Salary Bonus Other Stock SARs Payouts Other
- --------------- ---- ------ -------- -------- ------- ------- ----------- --------
Steven Oshinsky 2001 $ 0 None None None (*) None $18,000 (#)
Director, CEO and 2000 $ 0 None None None None None None
President (1)
Karl Flowers 2001 $ 0 None None None (*) None $12,000 (+)
Director (2) 2000 $ 0 None None None 500,000 None None
Martin E. Weisberg 2001 $ 0 None None None 500,000 None $10,000 (+)
Director and
Secretary (3)
Roderick B. Barr 2001 $75,000 None None None (*) None None
President, Games 2000 $75,400 None None None 500,000 None None
Division (4)
Karen Benson 2001 $75,000 None None None (*) None None
VP, Finance and 2000 $52,700 None None None 120,000 None None
Administration and
Assistant Secretary (5)
Brennan Kelly 2001 $75,000 None None None (*) None None
CTO (6) 2000 $77,500 None None None 500,000 None None
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(*) No options have been granted to the named executive officer and/or
director as of November 21, 2001 for the fiscal year 2001.
(#) Named officer received $1,500 a month for automobile, plus
reimbursement of all business expenses.
(+) Named director received $1,000 a month for each month serving as a
member of the board of directors during fiscal year 2001.
(1) Appointed Director in August 2000. Elected Chief Executive Officer
and President in January 2001.
(2) Appointed Director in August 2000.
(3) Appointed Director in January 2001.
(4) Elected President of the Games Division in August 2000.
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(5) Elected Vice President of Finance and Administration in August 2000.
(6) Elected Chief Technical Officer in August 2000.
BOARD OF DIRECTORS
Following the Merger, each new director to be appointed under the Merger
Agreement will hold office until the next annual meeting of stockholders, and
until his successor is elected and qualified. It is anticipated that each new
director will receive $1,000 per month for serving as a member of the board of
directors of New Systems. The existing officers of Tremor, who shall become the
officers of New Systems upon completion of the Merger, shall serve at the
discretion of the board of directors in accordance with the by-laws of New
Systems and the terms of any employment agreement.
There are no family relations among any of the new directors or executive
officers to be appointed or nominated upon completion of the Merger.
As of November 26, 2001, New Systems had not appointed a separate audit,
compensation or options committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 23, 2001, Tremor entered into a stock purchase agreement with RAM
Venture, among others. Pursuant to the purchase agreement, in contemplation of
the Merger, Tremor purchased from RAM Venture and KM Financial, Inc. 1,500,000
shares of pre-Merger New Systems Stock (the "Shares"). Pursuant to the terms of
the Merger Agreement, immediately prior to the effective time of the Merger, the
1,800,000 shares of pre-Merger New Systems Stock purchased by Tremor will be
surrendered for cancellation immediately prior to the Effective Date.
On September 6, 2001, Tremor received a loan in the amount of $250,000,
as evidenced by a promissory note of even date therewith in favor of RAM Venture
and, after giving effect to the Merger, a warrant granted to RAM Venture to
purchase up to an aggregate of 250,000 shares of New Systems Stock, at an
exercise price of $0.30 per share. At November 26, 2001, the note had an
outstanding principal balance of $125,000.
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Mr. Steven Oshinsky, President and Chief Executive Officer of Tremor and,
after the Merger, New Systems, shall beneficially own directly, or may be deemed
to beneficially own as General Manager of RAM Capital and through another entity
controlled by him, 10,714,000 shares of New Systems Stock after the Merger
(inclusive of, warrants, currently exercisable, to acquire an aggregate of
216,111 shares of New Systems Stock and conversion of shares of Tremor's Series
A Preferred Stock held by RAM Capital immediately prior to the Merger). RAM
Capital owns 5,000,000 shares of common stock of RAM Venture, representing 33%
of the issued and outstanding shares of RAM Venture.
Norman Becker, Frank R. Bauer and Diane Martini, each of whom is a
director and an officer of New Systems and who voted unanimously in favor of the
Merger Agreement and the transactions contemplated by the Merger, are each
directors and officers of RAM Venture.
After giving effect to the Merger, RAM Venture owns 610,000 shares of New
Systems Stock (inclusive of warrants, currently exercisable, to acquire up to an
aggregate of 250,000 shares of New Systems Stock).
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires New Systems'
executive officers, directors and persons who beneficially own more than 10% of
New Systems' common stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.
Executive officers, directors, and greater-than-ten percent holders are required
to furnish New Systems with copies of all Section 16(a) forms they file. Based
solely on its review of such forms received by it, New Systems believes that all
filing requirements applicable to its directors, executive officers and
beneficial owners of 10% or more of the common stock were complied with during
fiscal 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereto duly authorized.
NEW SYSTEMS, INC.
Dated: November 29, 2001 By:/s/ Norman Becker
-------------------------------------
Name: Norman Becker
Title: President
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