SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
INFORMATION STATEMENT PURSUANT TO
SECTION 14F-1/A OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------
WIRELESS SYNERGIES, INC.
-----------------------------------------
(Name of Subject Company)
Common Stock, $.001, par value per share
-----------------------------------------
(Title of Class of Securities)
97653X103
-----------------------------------------
(CUSIP Number of Class of Securities)
Benjamin Hansel
President
2001 Potomac
Houston, Texas 77057
(713) 785-6809
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
---------------
With a copy to:
Stephen A. Weiss, Esq.
Richard M. Rosier, Esq.
Greenberg Traurig LLP
MetLife Building
200 Park Avenue
New York, New York 10166
(212) 801-9200
- --------------------------------------------------------------------------------
This Information Statement is being mailed to holders of record of
shares of common stock, par value $.001 per share (the "Common Stock"), of
Wireless Synergies, Inc., a Nevada corporation (the "Company") on or about
March 15, 2002, pursuant to the requirements of Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14f-1 promulgated
thereunder. THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR
INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH A VOTE OF THE COMPANY'S
STOCKHOLDERS.
The Company has recently entered into an agreement relating to a
transaction which will ultimately result in the replacement of the majority of
the Board of Directors of the Company. The following is a brief summary of this
transaction. Please see "Change in Control" for a more complete description of
the transaction.
On February 12, 2002, the Company entered into an Agreement and Plan of
Merger, as amended and restated in its entirety on March 14, 2002 (the "Merger
Agreement"), which sets forth the terms and conditions of a proposed business
combination of the Company and 2K Sounds, Inc., a California corporation ("2K").
Pursuant to the Merger Agreement, 2K Sounds Merger Co., Inc. a California
corporation and a direct, wholly-owned subsidiary of the Company ("Merger Sub"),
will merge with and into 2K, with 2K as the surviving corporation. 2K will as a
result become a wholly-owned subsidiary of the Company. It is currently
anticipated that the consummation of the merger will occur no sooner than ten
(10) days after the date this Information Statement is first mailed to the
Company's stockholders.
2K locates new musical talent, and produces, promotes and distributes
their music through a variety of methods, including joint ventures with major
labels, sub-labeling and partnerships on albums by existing artists. Most
significantly, 2K has entered into a direct distribution agreement with EMD, a
division of EMI, one of the five major world-wide music companies, under which
EMD will distribute all of 2K's music offerings.
It is presently anticipated that upon consummation of the merger, Benjamin
Hansel, currently the sole member of the Board of Directors of the Company, will
resign from the Board of Directors of the Company, and that John Guidon, Michael
Blakey and Bruce Gladstone will each be appointed to the Board of Directors of
the Company. Therefore, it is presently anticipated that no sooner than ten (10)
days after the date this Information Statement is first mailed to the Company's
stockholders, the Board of Directors of the Company will consist of John Guidon,
Michael Blakey and Bruce Gladstone.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 13, 2002 (the "Record Date"), there were 4.5 million shares of
Common Stock issued and outstanding. As of the Record Date, (i) no shares of
Common Stock were reserved for issuance pursuant to option grants, and (ii) no
shares of Common Stock were reserved for issuance pursuant to securities
exercisable for, or convertible into or exchangeable for, shares of Common
Stock. Each holder of Common Stock is entitled to cast one vote, in person or by
proxy, for each share of Common Stock held by him. The Common Stock is the only
capital stock of the Company outstanding.
1
The following table sets forth certain information with respect to persons
known by the management of the Company to own beneficially more than five
percent (5%) of the Common Stock of the Company as of February 25, 2002:
-------------------------------
AMOUNT AND PERCENTAGE
NAME AND ADDRESS OF NATURE OF
TITLE AND CLASS OF BENEFICIAL OWNER OF BENEFICIAL CLASS
STOCK OWNERSHIP
- -------------------------------------------- -------------------------------
Common Stock J.P. Beehner
PO Box 2370 1,250,000 27.78%
Alvin, TX 77512-2370 (direct
ownership)
Common Stock Dorothy A. Mortenson
2400 Loop 35 1502 1,450,000 32.44%
Alvin, TX 77511 (direct
ownership)(1)
(1) Dorothy Mortenson's shares include 200,000 shares owned by her husband,
David R. Mortenson.
[The remainder of this page is intentionally left blank]
2
CHANGE IN CONTROL
Pursuant to the Merger Agreement, the Company will cause to be consummated
a business combination between Merger Sub, its wholly owned subsidiary and 2K,
upon the terms and conditions set forth in the Merger Agreement. Pursuant to the
Merger Agreement, Merger Sub will be merged with and into 2K, with 2K as the
surviving corporation. As a result, 2K will become a wholly-owned subsidiary of
the Company. Pursuant to the Merger Agreement, the Company will issue 15.5
million shares of its common stock, $.001 par value per share (the "Wireless
Common Stock"), to the stockholders of 2K, which represents 77.5% of the
fully-diluted equity capitalization of the Company. It is currently anticipated
that the consummation of the merger will occur no sooner than ten (10) days
after the date this Information Statement is first mailed to the Company's
stockholders.
The Company agreed that simultaneously with the consummation of the
merger, the existing director of the Company and Merger Sub (the "Existing
Director") would appoint John Guidon, Michael Blakey and Bruce Gladstone, each
designated by 2K, to the Boards of Directors of the Company and Merger Sub. Upon
the effectiveness of such appointments, the Existing Director and the officers
of the Company will resign from their respective positions.
Following the consummation of the merger, the total number of shares of
Wireless Common Stock issuable to the holders of: (i) 2K's common stock, par
value $.001 per share; (ii) 2K Series A preferred stock, par value $.001 per
share; and (iii) outstanding 2K stock options, may be increased if a
$1.5 million private placement of securities of the Company proposed under the
Merger Agreement (the "Financing"), dilutes the aggregate percentage equity
interest held by all 2K stockholders in the Company below 75% of the total
number of shares of Wireless Common Stock outstanding. In such event,
simultaneous with the closing of the Financing, the Company will issue to 2K
stockholders (on a pro rata basis), that number of additional shares of Wireless
Common Stock as shall be necessary to adjust up to 75% the aggregate percentage
equity interest held by all 2K stockholders in the Company.
In addition, if and to the extent that the Financing is, for any reason,
not consummated within 90 days following the consummation of the merger, then
the Company shall issue to the 2K stockholders (on a pro rata basis) additional
shares of Wireless Common Stock so as to increase above 75% the aggregate
percentage equity interest held by all 2K stockholders in the Company, after
giving effect to the Financing and the issuance of such additional shares of
Wireless Common Stock, on the basis of a 1.0% increase for every $100,000 less
than the $1.5 million of Financing consummated.
Due to the issuance of the 13.5 million shares of Wireless Common Stock
and the change in the officers and directors of the Company and Merger Sub, both
of which will become effective on the date of the consummation of the merger,
which is currently expected to occur no sooner than ten (10) days after the date
this Information Statement is first mailed to the Company's stockholders, a
change in control of the Company will occur on the date of such consummation.
3
DIRECTORS AND EXECUTIVE OFFICERS AND
NOMINEES FOR DIRECTORS
The following table sets forth as of March 14, 2002 certain information
with respect to the directors and named executive officers of the Company and
those persons nominated or who will be nominated to fill the vacancies on the
Board of Directors of the Company pursuant to the transactions contemplated by
the Merger Agreement (the "Director Nominees").
NAME OF BENEFICIAL OWNER AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
BENEFICIAL BEFORE AFTER
OWNERSHIP(1) MERGER MERGER(2)
- --------------------------------------------------------------------------------
Benjamin Hansel - Chairman and 0 0 % 0%
President
John Guidon - Director Nominee 4,231,811 0 21.159%
Michael Blakey - Director 3,614,144 0 21.159%
Nominee
Bruce Gladstone - Director 765,291 0 3.826%
Nominee
Michael Nixon - Director Nominee 2,546,726 0 12.734%
All executive officers and 11,579,972 0 55.789%
directors of the Company as a
group (four persons)
(1) Represents shares of the Company anticipated to be received by the
Director Nominees upon consummation of the merger.
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Benjamin Hansel 35 years old Sole Director
President and CEO
Mr. Hansel has served as President and CEO of the Company since December,
2001. Concurrently with serving as President of the Company, Mr. Hansel has
served as President and CEO of Hansel Capital, an Investment Banking consulting
firm. For the three years to his current positions, Mr. Hansel served as a
finance director for the Burt Automotive Group. Prior to that, Mr. Hansel served
as marketing director for Mega Centros de Mexico, a commercial real estate
development group. Mr. Hansel held this position until December, 1994.
Mr. Hansel is expected to resign all offices he holds with the Company 10
days following the date of this Information Statement is mailed to the Company's
stockholders.
John Guidon 43 years old Director Nominee
Chief Executive Officer - elect
Mr. Guidon has served as President and CEO of 2K Sounds since November of
1999. Prior to his employment at 2K Sounds, Mr. Guidon served as Vice President,
Strategic Planning and Vice President, in the networking division of National
Semiconductor Inc. from May of 1998 to July of 1999. Mr. Guidon also founded and
served as President and CEO of
4
ComCore Semiconductor, Inc. from December of 1996 until May of 1998, when that
company was sold to National Semiconductor Inc. ComCore Semiconductor
specialized in the design of DSP-based communications products.
Michael Blakey 43 years old Director Nominee
Mr. Blakey formed 2K Sounds with John Guidon in November 1999. Mr.
Blakey's responsibilities at 2KSounds encompass all direction and management of
the music aspects of the business. He and his staff have responsibility for A &
R (Artists and Repertoire), artist development, production and direction of
promotional activities. Michael also has joint responsibility (with John Guidon)
for negotiation of joint venture and sub-labeling agreements. For the four years
prior to joining 2KSounds, Mr. Blakey ran his own independent production company
with Peter Rafelson (Platinum Productions/Rafe Music). During that same period
Mr. Blakey was also a co-owner of Big Bear Music (a music promotion company).
Bruce Gladstone 67 years old Director Nominee
Mr. Gladstone joined 2K Sounds in November 1999. Prior to joining 2K
Sounds, Mr. Gladstone was a founder, board member and vice president at ComCore
Semiconductor, a semiconductor company specializing in the design of DSP-based
communications products, from 1997-- 1998 Mr. Gladstone held various positions
prior to 1997, including CEO and President of FutureData Corporation, FutureNet
Corporation and Chronology Corporation.
J. Michael Nixon 56 years old Director Nominee
For more than 10 years prior to 1998, Mr. Nixon was a principal
stockholder and executive officer of QI Corporation, a substantial supplier of
building materials to the home building industry. In 1998 Mr. Nixon led a
consolidation of a number of similar privately owned businesses in the building
materials supply industry, and in 2000 these businesses were sold to Masco
Corporation, a New York Stock Exchange listed company. Since 2000, Mr. Nixon has
been engaged in private investments.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Meetings of Directors
During the last full fiscal year ended June 30, 2001, the Company's Board
of Directors met or acted by Unanimous Written Consent a total of one time. No
incumbent director attended fewer than 75% of the aggregate number of meetings
of the Board and committees of which he was a member.
Committees of the Board of Directors
The Company does not have any standing audit, nominating or compensation
committees of the Board of Directors.
Director Compensation
The Company does not pay directors any compensation as a director.
5
Executive Compensation
The Company has no employment contracts with any of its named executive
officers who were employees, and has no compensatory plan or arrangement with
any of its named executive officers in which the amount to be paid exceeded
$100,000 and which were activated upon resignation, termination or retirement of
any such named executive officer upon a change in control of the Company.
Certain Legal Proceedings
To the knowledge of the Company, there are no material proceedings to
which any director, executive officer or affiliate of the Company, owner of
record or beneficially of more than 5% of any class of voting securities of the
Company or any associate of any such director, executive officer or affiliate of
the Company or securityholder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others. The nominees for director have a
material interest in the transactions contemplated by the Merger Agreement, as
described above under the caption "Change in Control." The nominees for
director, John Guidon, Michael Blakey and Bruce Gladstone respectively will
receive 4,231,811, 3,614,144 and 765,291 shares of Wireless Common Stock in the
merger. Additionally, as described above under the caption "Change in Control,"
these individuals will become directors of the Company upon consummation of the
transactions contemplated by the Merger Agreement. Except as described above,
there are no other transactions between the Company and any directors, nominees
for director, executive officers of the Company, any securityholder who is known
to own of record or beneficially more than five percent of the Company's voting
securities, or any member of the immediate family of the foregoing persons, in
which the amount of the transaction exceeds $60,000.
Certain Business Relationships. To the knowledge of the Company, there are
no business relationships between directors or nominees for director and the
Company, nor have any such relationships existed during the Company's last
fiscal year.
Indebtedness of Management. To the knowledge of the Company, no directors
or nominees for director have been in debt to the Company for amounts in excess
of $60,000 at any time since the beginning of the Company's last fiscal year.
6
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16 of the Exchange Act, the Company's directors and
executive officers and beneficial owners of more than 10% of the Common Stock
are required to file certain reports, within specified time periods, indicating
their holdings of and transactions in the Common Stock. Based solely on a review
of such reports provided to the Company and written representations from such
persons regarding the necessity to file such reports, the Company is not aware
of any failures to file reports or report transactions in a timely manner during
the Company's fiscal year ended June 30, 2001.
7