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
Commission Only (as permitted
[X] Definitive Information Statement by Rule 14c-5(d)(2))
U.S. TELESIS HOLDINGS, 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.
1) Title of each class of securities to which transaction applies: Common
Stock, par value $0.001 per share
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of the transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
= U.S. TELESIS HOLDINGS, INC.
1165 VIA VERA CRUZ
SAN MARCOS, CALIFORNIA 96025
To the stockholders of U.S. Telesis Holdings, Inc.
U.S. Telesis Holdings, Inc., a Delaware corporation (the "COMPANY") has
obtained the written consent of stockholders holding a majority of the issued
and outstanding shares of Common Stock and Series A Preferred Stock of the
Company on May 6, 2005 (the "CONSENT'). The Consent provides that (a) the
Certificate of Incorporation of the Company shall be amended and restated (the
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION") to (1) change the name of
the Company to Catcher Holdings, Inc.; (2) provide for a 1 for 7.2 reverse stock
split in respect of the Company's issued and outstanding Common Stock (the
"REVERSE SPLIT"); and (3) otherwise to amend and restate the Company's
certificate of incorporation; and (b) set the number of members of the Board of
Directors of the Company (the "BOARD OF DIRECTORS") at five (5) members, elect
three (3) directors and permit those three directors to fill the remaining two
vacancies on the Board of Directors by appointing an additional two directors.
Additionally, these proposals have been approved by the Board of Directors as of
May 5, 2005.
The accompanying Information Statement is being provided to you for
your information to comply with requirements of the Securities Exchange Act of
1934. The Information Statement also constitutes notice of corporate action
without a meeting by less than unanimous consent of the Company's stockholders
pursuant to Section 228(e) of the Delaware General Corporation Law. You are
urged to read the Information Statement carefully in its entirety. However, no
action is required on your part in connection with the Amended and Restated
Certificate of Incorporation, the Reverse Split, the setting the number of
members of the Board of Directors at five and the filling of the vacancies
created by the increase in the number of directors, and no meeting of the
Company's stockholders will be held or proxies or consents solicited from the
Company's stockholders in connection with those matters since they have already
been approved by the requisite written consent of the holders of a majority of
its issued and outstanding capital stock.
Under the rules of the Securities and Exchange Commission, the Amended
and Restated Certificate of Incorporation, Reverse Split and the increase in the
number of directors cannot become effective until at least 20 days after the
accompanying Information Statement has been distributed to the stockholders of
the Company.
By order of the Board of Directors
/s/ Ira Tabankin
----------------------------------------
Director
U.S. TELESIS HOLDINGS, INC.
1165 VIA VERA CRUZ
SAN MARCOS, CALIFORNIA 96025
--------------------------
INFORMATION STATEMENT
This Information Statement is being furnished to the stockholders of
U.S. Telesis Holdings, Inc., a Delaware corporation ("UST" or the "COMPANY"), at
the direction of the Company's Board of Directors (the "BOARD OF DIRECTORS"). It
is furnished in connection with the written consent of stockholders of UST (the
"CONSENT") holding a majority of all of the issued and outstanding shares of
Common Stock and Series A Preferred Stock of UST on May 6, 2005 without a
meeting pursuant to Section 228(e) of the Delaware General Corporation Law
("DGCL"). The Consent provides that (a) the Certificate of Incorporation of the
Company shall be amended and restated (the "AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION") to (1) change the name of UST to Catcher Holdings, Inc.; (2)
provide for a 1 for 7.2 reverse stock split in respect of UST's issued and
outstanding Common Stock (the "REVERSE SPLIT"); and (3) otherwise to amend and
restate the Company's certificate of incorporation; and (b) set the number of
members of the Board of Directors at five (5) members, elect three (3) directors
and permit those three directors to fill the remaining two vacancies on the
Board of Directors by appointing an additional two directors.
The Consent was given as a condition subsequent to the consummation of
the acquisition by the Company of all of the outstanding shares of common stock
and series A preferred stock of Catcher, Inc., a Delaware corporation
("CATCHER") through a series of stock purchases with the shareholders of Catcher
(the "ACQUISITION"), pursuant to which Catcher became a wholly-owned subsidiary
of the Company. In connection with the Acquisition, the Company acquired (i) all
of the issued and outstanding shares of common stock of Catcher in exchange for
an aggregate of 34,911,900 shares of authorized, theretofore unissued shares of
common stock, $.001 par value, of the Company (the "COMMON STOCK"), (ii) all of
the issued and outstanding series A preferred stock of Catcher in exchange for
733,778 shares of authorized, theretofore unissued shares of Series A Preferred
Stock, $.001 par value, of the Company (the "SERIES A PREFERRED STOCK") (the
terms of which Series A Preferred Stock were designated by the Board of
Directors by an Amended and Restated Certificate of Designation filed by the
Company with the Delaware Secretary of State on May 3, 2005 and which Series A
Preferred Stock shall have the right to vote on an as-converted basis for
42,265,613 shares of Common Stock until the effectiveness of the Reverse Split).
In addition, the Company assumed Catcher's obligations under Catcher's issued
and outstanding warrants to purchase Catcher's common stock to issue an
aggregate of 32,402,600 shares of Common Stock to the warrant holders. On May
10, 2005, the Company filed with the Securities and Exchange Commission a
Current Report on Form 8-K with required exhibits describing the Acquisition.
Upon effectiveness of the Amended and Restated Certificate of
Incorporation, the authorized capital stock of the Company shall remain
50,000,000 shares of common stock, par value $0.001 per share and 1,000,000
shares of preferred stock, par value $0.001 per share. The Amended and Restated
Certificate of Incorporation includes the designation of the Series A Preferred
Stock which was issued to the preferred stockholders of Catcher in exchange for
their shares of Catcher's Series A Preferred Stock and "blank check" preferred
stock which may be issued in one or more series and have the rights, privileges,
and limitations, including voting rights, conversion privileges, and redemption
rights, as may, from time to time, be determined by the Board of Directors. Upon
the effectiveness of the Reverse Split, all but one share of the outstanding
Series A Preferred Stock shall automatically convert to Common Stock at a
conversion ratio of 8 shares of Common Stock for each share of Series A
Preferred Stock, such conversion ratio of 8 for one as adjusted from 57.6 for
one to account for the Reverse Split.
This Information Statement is being mailed on or about June 3, 2005 to
holders of record of the Company's Common Stock and Series A Preferred Stock as
of May 15, 2005. This Information Statement constitutes notice of corporate
action without a meeting by the unanimous written consent of the Company's
stockholders pursuant to Section 228(e) of the DGCL.
WE ARE NOT ASKING YOU FOR A PROXY OR A CONSENT AND YOU
ARE REQUESTED NOT TO SEND US A PROXY OR A CONSENT
The date of this Information Statement is June 3, 2005.
THIS INFORMATION STATEMENT INCORPORATES BY REFERENCE DOCUMENTS RELATING TO THE
COMPANY WHICH ARE NOT PRESENTED IN OR WITH THIS INFORMATION STATEMENT. DOCUMENTS
RELATING TO THE COMPANY (OTHER THAN EXHIBITS TO THESE DOCUMENTS UNLESS THESE
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS
DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING TO US AT 1165
VIA VERA CRUZ, SAN MARCOS, CALIFORNIA 96025. COPIES OF DOCUMENTS SO REQUESTED
WILL BE SENT BY FIRST CLASS MAIL, POSTAGE PAID, WITHIN ONE BUSINESS DAY OF THE
RECEIPT OF SUCH REQUEST.
4
VOTING
On the date hereof, there are 47,736,900 shares of Common Stock issued
and outstanding and 733,778 shares of Series A Preferred Stock issued and
outstanding. Each holder of Common Stock is entitled to cast one vote, in person
or by proxy, for each share of Common Stock held by such holder. As provided for
in the Certificate of Designation, prior to the Reverse Split each holder of
Series A Preferred Stock is entitled to vote on as "as-converted" basis equal to
57.6 shares of Common Stock for each share of Series A Preferred Stock held.
Following the Reverse Split, each share of Series A Preferred Stock (except for
one share) will automatically convert to 8 shares of Common Stock.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of Common Stock
and Preferred Stock by (i) each person known by the Company to beneficially own
five percent (5%) or more of the outstanding shares; (ii) the Company's officers
and directors; (iii) the Company's officers and directors as a group; and (iv)
the Designated Directors who will replace the Company's current directors
immediately following the Closing.
As used in the table below, the term "BENEFICIAL OWNERSHIP" means the
sole or shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated.
- ----------------------------------------------------------------------------------------------------------------------
NAME OF STOCKHOLDER COMMON STOCK AND PERCENT OF COMMON STOCK PERCENT OF COMPANY COMMON
PREFERRED STOCK (P) COMPANY COMMON BENEFICIALLY OWNED STOCK FOLLOWING REVERSE
PRIOR TO REVERSE STOCK PRIOR TO FOLLOWING REVERSE SPLIT
SPLIT (1) REVERSE SPLIT SPLIT (2)
- ----------------------------------------------------------------------------------------------------------------------
Ira Tabankin* 16,072,855(3) (P) 25.2% 2,232,333 17.86%
- ----------------------------------------------------------------------------------------------------------------------
Charles Sander* ** 16,072,855(4) (P) 25.2% 2,232,341 17.86%
- ----------------------------------------------------------------------------------------------------------------------
Robert Prag 4,996,752(5) (P) 9.7% 699,994 5.56%
- ----------------------------------------------------------------------------------------------------------------------
Nicholas Rigopulos* 1,406,125 2.9% 195,296 1.56%
- ----------------------------------------------------------------------------------------------------------------------
Hayden 3,150,000(6) (P) 6.1% 437,500 3.50%
Communications, Inc.
- ----------------------------------------------------------------------------------------------------------------------
Kai Hansen 3,150,000(7) (P) 6.1% 437,500 3.50%
- ----------------------------------------------------------------------------------------------------------------------
Agile Partners, LP 9,359,200(8) 16.4% 1,299,889 10.40%
- ----------------------------------------------------------------------------------------------------------------------
Sandor Advisors LLC 7,200,000(9) 13.1% 1,000,000 7.99%
- ----------------------------------------------------------------------------------------------------------------------
John Lemak 8,400,000(10) 14.96% 1,166,667 9.33%
- ----------------------------------------------------------------------------------------------------------------------
London Family Trust 7,199,200(11) 13.1% 999,889 7.99%
- ----------------------------------------------------------------------------------------------------------------------
Attractor Capital 5,039,200(12) 9.55% 699,889 5.60%
Fund I, LLC
- ----------------------------------------------------------------------------------------------------------------------
Raleigh Ralls 3,599,600(13) 7.0% 499,945 4.00%
- ----------------------------------------------------------------------------------------------------------------------
All Current Executive 33,551,835 42% 4,659,977 37.28%
Officers and
Directors as a group
(Tabankin, Sander and
Rigopulos)
- ----------------------------------------------------------------------------------------------------------------------
All Officers and 32,145,710 40.24% 4,464,681 35.72%
Directors following
the effectiveness of
the Consent (Tabankin
and Sander)
- ----------------------------------------------------------------------------------------------------------------------
5
* Current Officer or Directors
** Director Nominee
(P) Indicates a holder of Series A Preferred Stock.
(1) Assumes Series A Preferred Stockholders (indicated with a (P) have
converted their Preferred Stock into common stock.
(2) Assumes conversion of all but one share of the Series A Preferred Stock
following the Reverse Split.
(3) Based upon Mr. Tabankin's current ownership of 279,042.625 shares of Series
A Preferred Stock
(4) Based upon Mr. Sander's current ownership of 279,042.625 shares of Series A
Preferred Stock
(5) 3,819,902 shares of Common Stock are beneficially owned by Robert Prag by
virtue of his ownership of 66,317.75 shares of Series A Preferred Stock.
1,176,850 shares of Common Stock are owned directly by Robert Prag.
(6) Based upon the ownership by Hayden Communications, Inc. of 54,687.5 shares
of Series A Preferred Stock
(7) Based upon Mr. Hansen's ownership of 54,687.5 shares of Series A Preferred
Stock
(8) Based upon the ownership by Agile Partners, L.P. of 4,679,600 shares of
Common Stock and a Series A Warrant to purchase 2,339,800 shares of Common
Stock and a Series B Warrant to purchase 2,339,800 shares of Common Stock.
(9) Based upon the ownership by Sandor Capital Master Fund, LP of 3,600,000
shares of Common Stock and a Series A Warrant to purchase 1,800,000 shares
of Common Stock and a Series B Warrant to purchase 1,800,000 shares of
Common Stock.
(10) Based upon (a) the ownership by Mr. Lemak of 720,000 shares of Common Stock
and a Series A Warrant to purchase 360,000 shares of Common Stock and a
Series B Warrant to purchase 360,000 shares of Common Stock and (b) the
ownership by Sandor Capital Master Fund, LP of 3,600,000 shares of Common
Stock and a Series A Warrant to purchase 1,800,000 shares of Common Stock
and a Series B Warrant to purchase 1,800,000 shares of Common Stock.
(11) Based upon the ownership by the London Family Trust of 3,599,600 shares of
Common Stock and a Series A Warrant to purchase 1,799,800 shares of Common
Stock and a Series B Warrant to purchase 1,799,800 shares of Common Stock.
(12) Based upon the ownership by Attractor Capital Fund I, LLC of 2,519,600
shares of Common Stock and a Series A Warrant to purchase 1,259,800 shares
of Common Stock and a Series B Warrant to purchase 1,259,800 shares of
Common Stock.
(13) Based upon Mr. Ralls' ownership of 1,799,800 shares of Common Stock and a
Series A Warrant to purchase 899,900 shares of Common Stock and a Series B
Warrant to purchase 899,900 shares of Common Stock.
6
THE REVERSE SPLIT; CHANGE OF NAME AND AMENDMENT AND RESTATEMENT OF
THE CERTIFICATE OF INCORPORATION
In connection with the Acquisition, and as a condition subsequent to the
Acquisition, shareholders representing a majority of the shares of Common Stock
and Series A Preferred Stock executed the Consent. The Consent provides that the
Certificate of Incorporation shall be (1) amended to change the name of the
Company to Catcher Holdings, Inc.; (2) amended to provide for the Reverse Split
and (3) otherwise amended and restated in the form attached to the Consent.
The Amended and Restated Certificate of Incorporation in the form recommended by
the Board of Directors and adopted by the Stockholders pursuant to the Consent
effects the following changes and is attached as EXHIBIT A to this Information
Statement:
o CHANGES OF NAME. To more easily identify the Company with Catcher, the name
of the Company will be changed to Catcher Holdings, Inc.
o THE REVERSE SPLIT. In the Amended and Restated Certificate of
Incorporation, Article Fourth is amended to effect the Reverse Split by
providing that each 7.2 shares of Common Stock and Series A Preferred Stock
outstanding on May 15, 2005 is combined and reclassified as one share of
issued and outstanding Common Stock and Series A Preferred Stock,
respectively. Any fractional share resulting from such change will be
rounded upward to the next higher whole share of New Common Stock or New
Series A Preferred Stock. Upon the effectiveness of the Reverse Split, all
but one share of the Series A Preferred Stock shall convert to Common Stock
on an 8-for-one basis (such conversion ratio as adjusted to account for the
Reverse Split).
o OTHER AMENDMENTS EFFECTED BY THE AMENDED AND RESTATED CERTIFICATE OF
SERIES A PREFERRED STOCK
An Amended and Restated Certificate of Designation, Preferences,
Limitations and Relative Rights of Series A Convertible Preferred Stock was
filed with the Delaware Secretary of State on May 3, 2005 (the "CERTIFICATE OF
DESIGNATION") which certificate designated the rights and preferences of the
Series A Preferred Stock. The Amended and Restated Certificate of Incorporation
incorporates the designation of the Series A Preferred Stock.
The holders of Series A Preferred Stock are entitled to vote together
with the holders of Common Stock on all matters that come before the
stockholders of the Company. However, the holders of Series A Preferred Stock
vote on an "as converted basis." Prior to the Reverse Split, pursuant to the
Certificate of Designation, each share of Series A Preferred Stock converted to
57.6 shares of Common Stock of the Company. Effective after the Reverse Split
and as reflected in the Amended and Restated Certificate of Incorporation, the
holders of Series A Preferred Stock automatically convert to 8 shares of Common
Stock of the Company. In addition, while an of the Series A Preferred Stock is
outstanding, the holders of a majority of the Series A Preferred Stock
outstanding have the right to appoint one of the five directors of the Company.
Under the terms of the Certificate of Designation and as incorporated
into the Amended and Restated Certificate of Incorporation, effective
immediately following the Reverse Split, each of the issued and outstanding
shares of Series A Preferred Stock shall automatically convert to 8 shares of
Common Stock, except for one share of Series A Preferred Stock which is
designated as a Founder's Share. The Founder's Share shall automatically convert
to Common Stock on the third anniversary of the effectiveness of the Reverse
Split or the date on which the Ira Tabankin (the "Founder") holds less than 5%
of the issued and outstanding shares of Common Stock of the Company.
7
PERPETUAL EXISTENCE
A new article FIFTH is added to clarify that the Company shall have
perpetual existence.
ELECTION OF DIRECTORS AND EXECUTIVE OFFICERS
AS OF THE ACQUISITION
Immediately prior to the Acquisition, the Board of Directors consisted
of two members -- Nicholas Rigopulos and Jules Benge Prag IV. Mr. Rigopulos
served as President and Chief Executive Officer and Chief Financial Officer and
Jules Benge Prag IV acted as Secretary of the Company. In connection with the
Acquisition, Mr. Rigopulos resigned as President and Chief Executive Officer and
Jules Benge Prag IV resigned as a Director and as Secretary. The Board of
Directors, by written consent dated May 5, 2005, elected Ira Tabankin, the
President and sole director of Catcher, as a Director and as Secretary of the
Company and Charles Sander as President and Chief Executive Officer of the
Company.
FOLLOWING THE ACQUISITION
The Consent executed by a majority of the shareholders of the Company
as a condition subsequent to the Acquisition provides that (a) the number of
members of the Board of Directors shall equal at least five members, (b) that
Nicholas Rigopulos shall be removed as a member of the Board of Directors and
that Ira Tabankin, Charles Sander and Cathal Flynn shall be elected as three of
the five members of the Board of Directors. Mr. Flynn is the only director with
no material relationship with the Company that would interfere with the exercise
of independent judgment. Those three directors are authorized to appoint the
additional two directors without obtaining the approval of the shareholders of
the Company to serve until the next annual meeting of the shareholders of the
Company. Following the effectiveness of the Consent. Mr. Rigopulos will resign
as the Chief Financial Officer of the Company. The Company has not yet
determined who will be appointed the new Chief Financial Officer of the Company.
Set forth below is certain information with respect to the individuals
to be named director of the Company following the Acquisition and twenty days
following the delivery of this Information Statement to the shareholders of the
Company and executive officers of the Company following the Acquisition:
NAME AGE POSITION
Ira Tabankin 55 Director and Secretary of the Company. Mr.
Tabankin is also Chief Technical Officer
and Chairman of the Board of Catcher, the
Company's subsidiary
Charles Sander 56 Director and President and Chief Executive
Officer. Mr. Sander will also be elected
as President and Chief Executive Officer
of Catcher, the Company's subsidiary
Rear Admiral (Retired) 66 Director
Cathal Flynn
The following is a brief description of the business background of each
of the named executive officers and directors of the Company:
CHARLES SANDER, DIRECTOR AND PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr.
Sander has more than 30 years' experience in the aviation security/operations
arena. From June 2002 until joining Catcher and the Company, Mr. Sander was Vice
President and Partner at Unisys Corporation's Global Transportation Unit where
he headed Unisys' Airports business practice in the development and
8
marketing of aviation products and services. From September 2000 to June 2002,
Mr. Sander was Vice President for Aviation Sales at Scanz Communications, Inc.
From March 1998 to September 2000, Mr. Sander was first an Executive Account
Manager and, in December of 1999, Regional Director, Aviation Sales for TYCO/ADT
Security Services, Inc. having launched Tyco's aviation security group. Mr.
Sander started his professional career as a military air traffic controller and
also held the position of BWI airport general manager. Mr. Sander will also
serve as President and Chief Executive Officer of Catcher.
IRA TABANKIN, DIRECTOR AND SECRETARY. Mr. Tabankin has more than 30
years' experience developing and launching new products for such companies as
SHARP Electronics, NovAtel Communications, Robert Bosch and Cadence Design
Services. Prior to founding Catcher in 2005, Mr. Tabankin was President and
Chief Executive Officer of LCM Technologies, Inc., a company he founded in 2004
for purposes of developing the CATCHERTM device. From July 2002 until founding
LCM Technologies, Inc. in 2004, Mr. Tabankin was an independent consultant for
his own company, IJT Consulting through which he provided consulting services to
various clients. From February of 1999 to July 2002, Mr. Tabankin was Chief
Strategic Officer of ScanZ Communications, Inc. Mr. Tabankin will also serve as
the sole director, Chairman and Chief Technical Officer of Catcher.
REAR ADMIRAL CATHAL FLYNN, DIRECTOR. Admiral Flynn began his naval
career in 1960. In 30 years of active service, he served mainly in areas of
naval special warfare, joint special operations, measures to combat terrorism,
and international security affairs. Promoted to Rear Admiral in 1985, he served
successively as Commander, Naval Security and Investigative Command (and
concurrently as Assistant Director of Naval Intelligence for Counterintelligence
and Anti-terrorism), Director of Plans and Policy, US Special Operations
Command, and Deputy Assistant Secretary of Defense for Special Operations. After
retiring in 1990, Rear Admiral Flynn joined Science Applications International
Corporation. He concurrently served on committees of the National Research
Council and the Defense Science Board. From 1993 to 2000, Rear Admiral Flynn was
the Associate Administrator for Civil Aviation Security in the Federal Aviation
Administration. Since early 2001, Admiral Flynn has acted as an independent
consultant to numerous clients, in the area of civil aviation security. From
2001 to 2002, Admiral Flynn was a consultant to Argenbright Security, Inc, and
was a non-voting member of the Board of that company. Since December 2004,
Admiral Flynn has been a member of the Advisory Board of Isonics, Inc.
BOARD OF DIRECTORS COMMITTEES AND MEETINGS
Currently, the Board of Directors has no separate audit, nominating and
corporate governance or compensation committees and acts as such as an entire
board. The Company intends to form an audit committee, a compensation committee
and a nominating and corporate governance committee. The members of the
Committee have yet to be determined.
During the year ended December 31, 2004, and during the three months
ended March 31, 2005, the Board of Directors of the Company held no meetings and
took action by written consent on four occasions. Catcher was incorporated on
April 20, 2005. Accordingly, no meetings of the Board of Directors of Catcher by
written consent or otherwise were held during the year ended December 31, 2004
or during the three months ended March 31, 2005.
EXECUTIVE COMPENSATION
The Company does not currently have employment agreements with any of
its current directors or officer. The Company's current directors do not
presently receive any compensation for their services as directors.
Messrs. Tabankin and Sander each have written employment agreements
with Catcher. The employment agreements for Messrs. Tabankin and Sander provide
for a base annual salary of $216,000, $250,000 respectively. The Employment
Agreements have a three-year initial term. Each of the agreements has a limited
termination-for-cause provision and a post-employment non-competition/non-
9
solicitation clause, effective unless the agreement is terminated by the Company
without cause or if the employee resigns for good reason (as such terms are
defined in the employment agreements). The non-competition/non-solicitation
period for Messrs. Sander and Tabankin is two years. The agreements also provide
severance benefits unless employment is terminated for "cause" (as defined in
the employment agreements) or the employment agreement is not renewed at the
election of the employee. The severance period for Messrs. Tabankin and Sander
is the longer of two years or the period remaining in the employment agreement
at the time of termination or non-renewal.
Mr. Tabankin's employment agreement also provides that if Mr.
Tabankin's employment is terminated without "cause," or if Mr. Tabankin resigns
for "good reason," as those terms are defined in the employment agreement, or if
the employment agreement expires and is not renewed at the election of Catcher,
then, in addition to his other remedies, Mr. Tabankin will have the right to
receive a running royalty of one percent (1%) of the Company's gross revenues
from the sale of the CATCHER(TM) device (the "Royalty") during each of the three
(3) years following such termination or expiration of the employment agreement.
However, if Mr. Tabankin's employment agreement expires and is not renewed at
the election of the Company, Mr. Tabankin's right to the Royalty is conditioned
upon him electing, within ten (10) days after receiving notice of non-renewal
from Catcher, whether to permit the Company to repurchase his capital stock in
the Company at par value or to receive the Royalty. The Royalty, if any, will be
paid quarterly by the Company within thirty (30) days following the end of each
calendar quarter.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
HAYDEN COMMUNICATIONS, INC. Catcher entered into a Consulting Agreement
with Hayden Communications, Inc. dated as of May 1, 2005 for a period of twelve
(12) months at a fee of $5,000 per month plus reimbursement of certain expenses.
The agreement may be terminated by either party at the six-month anniversary. On
a ongoing basis, Hayden Communications will develop, implement, and maintain an
ongoing stock market support system for the Company with the general objective
of expanding awareness among stockbrokers, analysts, micro-cap portfolio/fund
managers, market makers, and the appropriate financial & trade publications.
Hayden Communications, Inc. was a shareholder of Catcher whose shares were
acquired by the Company in the Acquisition.
THE DEL MAR CONSULTING GROUP, INC. Catcher entered into a Consulting
Agreement with The Del Mar Consulting Group, Inc. ("DCG") for a period of twelve
(12) months effective as of April 21, 2005 at a fee of $5,000 per month plus
reimbursement of certain expenses. A principal of The Del Mar Consulting Group,
Inc. is Robert Prag, a shareholder in the Company. DCG will perform the
following services: (1) review business plans, strategies, mission statements
budgets, proposed transactions and other plans; (2) assist the Company in
preparing for press conferences and other forums involving the media; (3)
maintain an awareness of the Company's plans, strategy and personnel, as they
may evolve during such period, and consult and assist the Company in ways to
communicate appropriate information regarding such plans, strategy and personnel
to the media; and (4) provides analysis to test whether business plans and
strategies have a sound foundation with assumptions that are realistic and
achievable. DCG was a shareholder of Catcher whose shares were acquired by the
Company in the Acquisition.
KAI HANSEN. Catcher entered into a Consulting Agreement with Kai Hansen
for a period of twelve (12) months effective as of April 21, 2005 at a fee of
$5,000 per month plus reimbursement of certain expenses. The agreement may be
terminated by either party at the six-month anniversary. Mr. Hansen will
facilitate the Company's marketing, PR and presentation requirements, including
the development of all marketing and related media materials used to promote the
CATCHER(TM) device including website, brochures, training materials, and press
releases. Mr. Hansen was a shareholder of Catcher whose shares were acquired by
the Company in the Acquisition.
LEGAL PROCEEDINGS
No current officer, director, affiliate or person known to the Company
to be the record or beneficial owners of in excess of 5% of the Common Stock, or
any person known to be an associate of
10
any of the foregoing, is a party adverse to Company or has a material interest
in any material pending legal proceeding.
No current officer, director, affiliate or person known to Catcher to
be the record beneficial owner of in excess of 5% beneficial ownership of
Catcher, or any person known to be an associate of any of the foregoing, is a
party adverse to Catcher or has a material interest in any material pending
legal proceeding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), are incorporated by reference herein:
(i) Current Report on Form 10-QSB for the period ended March 31,
2005 filed May 16, 2005 with the SEC
(ii) Current Report on Form 8-K filed May 10, 2005 with the SEC
(iii) Current Report on Form 8-K filed May 9, 2005
By order of the Board of Directors
/s/ Ira Tabankin
-------------------------------------
Ira Tabankin
Director
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EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. TELESIS HOLDINGS, INC.
U.S. Telesis Holdings, Inc. (the "CORPORATION"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
1. The date of filing the original certificate of incorporation of the
Corporation with the Secretary of State of Delaware is August 26, 1997.
2. The Board of Directors on May 2, 2005 duly adopted resolutions
setting forth a proposed amended and restated certificate of incorporation of
the Corporation, declaring said amendment and restatement to be advisable and
calling for it to be submitted to the stockholders of the Corporation for
consideration thereof and that thereafter, pursuant to such resolutions of the
Board of Directors, the stockholders adopted such amended and restated articles
of incorporation.
3. The certificate of incorporation shall be amended and restated in
its entirety as follows:
FIRST: The name of the Corporation is Catcher Holdings, Inc.
SECOND: The address, including street, number, city and
county, of the registered office of the Corporation in the State of Delaware is
c/o Corporation Service Company, 2711 Centerville Road, Suite 400 Wilmington,
County of New Castle, Delaware 19808. The name of the registered agent at such
address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock
which the corporation shall have authority to issue is Fifty One Million
(51,000,000) shares of which Fifty Million (50,000,000) shares shall be common
stock, par value $.001 per share (the "COMMON STOCK"), and One Million
(1,000,000) shares shall be preferred stock, par value $.001 per share (the
"PREFERRED STOCK").
Effective as of May 15, 2005 (the "Effective Time"), all shares of Common Stock
of the Corporation issued and outstanding immediately prior to the Effective
Time ("Old Common Stock") and all shares of Series A Preferred Stock issued and
outstanding immediately prior to the Effective Time ("Old Series A Preferred
Stock") shall hereby be combined and reclassified (the "Reverse Split") without
any action on the part of the holder thereof, as follows: every 7.2 shares of
Old Common Stock shall be combined and reclassified as one share of issued and
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outstanding Common Stock ("New Common Stock") and every 7.2 shares of Old Series
A Preferred Stock shall be combined and reclassified as one share of issued and
outstanding Preferred Stock ("New Series A Preferred Stock"). The Corporation
shall not issue fractional shares on account of the Reverse Stock Split. Any
fractional share resulting from such change will be rounded upward to the next
higher whole share of New Common Stock or New Series A Preferred Stock.
Each holder of Old Common Stock and Old Series A Preferred Stock shall be
entitled to receive a certificate representing the number of whole shares of New
Common Stock or New Series A Preferred Stock into which such Old Common Stock
and Old Series A Preferred Stock is reclassified.
The designations, powers, preferences and relative,
participating, optional, or other special rights, and the qualifications,
limitations and restrictions thereof in respect of the Series A Preferred Stock,
and other series of Preferred Stock, and the Common Stock are as follows:
SERIES A PREFERRED STOCK
1. DIVIDENDS AND LIQUIDATION.
The holders of Series A Preferred Stock shall have the same
rights as the holders of Common Stock with respect to dividends and upon
liquidation dissolution, or winding up of the affairs of the Corporation.
2. VOTING RIGHTS.
a. In addition to the rights provided by law or in the
Corporation's By-laws, each share of Series A Preferred Stock shall entitle the
holder thereof to such number of votes as shall equal the number of shares of
Common Stock into which such share of Series A Preferred Stock is then
convertible pursuant to Section 3 at the record date for the determination of
stockholders entitled to vote or, if no record date is established, at the date
such vote is taken. The holders of Series A Preferred Stock shall be entitled to
vote on all matters as to which holders of Common Stock shall be entitled to
vote, in the same manner and with the same effect as such holders of Common
Stock, voting together with the holders of Common Stock as if one class.
b. In addition to the other rights specified in this Section
2, until the conversion of the Founder's Share after the Conversion Date into
one share of Common Stock, the holders of a majority of the shares of Series A
Preferred Stock outstanding, voting separately as one class, shall at all times
have the special and exclusive right to elect one director of the Board;
provided that, should the By-Laws of the Corporation require or permit more than
5 directors, the majority of the shares of Series A Preferred Stock outstanding
shall have the right to elect one director for each group of 5 seats on the
Board or fraction thereof over the 5 seats the Board had immediately after the
Conversion Date. In any election of directors by the Series A Preferred Stock
pursuant to this Section 2(b), each holder of Series A Preferred Stock shall be
entitled to one vote for each share of Series A Preferred Stock held. The
Corporation shall take all actions necessary to effectuate the terms and
provisions of this Section 2(b). The special and exclusive voting rights of the
holders of Series A Preferred Stock contained in this Section 2(b) may be
exercised either at a special meeting of the holders of Series A Preferred Stock
called as provided below, or at any annual or special meeting of the
stockholders of the Corporation, or by
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written consent of such holders in lieu of a meeting. The directors to be
elected pursuant to this Section 2(b) shall serve for terms extending from the
date of their election and qualification until their successors shall have been
elected and qualified. If at any time any directorship to be filled by the
holders of Series A Preferred Stock pursuant to this Section 2(b) has been
vacant for a period of 10 days, the Secretary of the Corporation shall, upon the
written request of any holder of Series A Preferred Stock, call a special
meeting of the holders of Series A Preferred Stock for the purpose of electing a
director or directors to fill such vacancy or vacancies. Such meeting shall be
held at the earliest practicable date, and at such place, as is specified in or
determined in accordance with the By-laws of the Corporation. If such meeting
shall not be called by the Secretary of the Corporation within 10 days after
personal service of such written request on him or her, then any holder of
Series A Preferred Stock may designate in writing one of their members to call
such meeting at the expense of the Corporation, and such meeting may be called
by such person so designated upon the notice required for annual meetings of
stockholders and shall be held at such place as specified in such notice. Any
holder of Series A Preferred Stock so designated shall have access to the stock
books of the Corporation relating to Series A Preferred Stock for the purpose of
calling a meeting of the stockholders pursuant to these provisions. At any
meeting held for the purpose of electing directors as provided in this Section
2(b), the presence, in person or by proxy, of the holders of record of shares
representing at least a majority of the voting power of the Series A Preferred
Stock then outstanding shall be required to constitute a quorum of the Series A
Preferred Stock for such election. A vacancy in the directorships to be elected
by the holders of Series A Preferred Stock pursuant to this Section 2(b) may be
filled only by vote or written consent in lieu of a meeting of the holders of at
least a majority of the voting power of the Series A Preferred Stock.
3. CONVERSION INTO COMMON STOCK.
a. Upon the terms set forth in this Section 3, each holder of
each share of Series A Preferred Stock shall have the right, at such holder's
option, at any time after the effective date of the reverse stock split and from
time to time thereafter, to convert such preferred share into fully paid and
nonassessable shares of Common Stock, subject to adjustment as outlined below.
Each share of Series "A" Preferred Stock is convertible into 8
shares of the Company's common stock. In the event the Company shall, at any
time prior to the expiration of this conversion and prior to the exercise
thereof: (i) declare or pay to the holders of the common stock a dividend
payable in any kind of shares of stock of the Company; or (ii) change or divide
or otherwise reclassify its common stock into the same or a different number of
shares with or without par value, or into shares of any class or classes; or
(iii) consolidate or merge with, or transfer its property as an entirety or
substantially as an entirety to, any other corporation; then, upon subsequent
exercise of this conversion, the holder thereof shall receive, in addition to or
in substitution for the shares of common stock to which he would otherwise be
entitled upon such exercise, such additional shares of stock of the Company, or
such reclassified shares of stock of the Company, or such shares of the
securities or property of the Company resulting from such consolidation or
merger or transfer, which he would have been entitled to receive had he
exercised this conversion prior to the happening of any of the foregoing events.
The holder of any shares of Series A Preferred Stock may
exercise the conversion right pursuant to this Section 3(a) by delivering to the
Corporation the certificate for the shares to be converted, duly endorsed or
assigned in blank or to the Corporation (if required by it), accompanied by
written notice stating that the holder elects to convert such shares and stating
the name or names (with address) in which the certificate or certificates for
the shares of Common
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Stock are to be issued. Conversion shall be deemed to have been effected on the
Conversion Date.
b. Upon the terms set forth in this Section 3, each share of
Series A Preferred Stock issued prior to May 15, 2005, shall automatically be
converted to fully paid and non-assessable common shares of the Corporation
pursuant to the terms of the Acquisition, except for the Founder's Share which
shall be automatically converted on the occurrence of the earlier of (x) the
third anniversary of the Conversion Date or (y) the date on which the Founder
holds less than 5% of the issued and outstanding shares of Common Stock.
c. As promptly as practicable after the conversion of any
shares of Series A Preferred Stock into Common Stock under Section 3(a) or (b)
above, the Corporation shall issue and deliver to or upon the written order of
such holder, to the place designated by such holder, a certificate or
certificates for the number of full shares of Common Stock to which such holder
is entitled, and a cash amount in respect of any fractional interest in a share
of Common Stock as provided in Section 3(d) below. The person in whose name the
certificate or certificates for Common Stock are to be issued shall be deemed to
have become a stockholder of record on the applicable Conversion Date unless the
transfer books of the Corporation are closed on that date, in which event such
person shall be deemed to have become a stockholder of record on the next
succeeding date on which the transfer books are open, but the rights of the
holder of the shares of Series A Preferred Stock so converted shall cease on
such Conversion Date. Upon conversion of only a portion of the number of shares
covered by a certificate representing shares of Series A Preferred Stock
surrendered for conversion, the Corporation shall issue and deliver to or upon
the written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate covering the
number of shares of Series A Preferred Stock representing the unconverted
portion of the certificate so surrendered.
d. No fractional shares of Common Stock or scrip shall be
issued upon conversion of shares of Series A Preferred Stock. The number of full
shares of Common Stock issuable upon conversion of Series A Preferred Stock
shall be computed on the basis of the aggregate number of shares of such Series
A Preferred Stock to be converted. Instead of any fractional shares of Common
Stock which would otherwise be issuable upon conversion of any such shares, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the product of i) the price of one share of Common Stock
as determined in good faith by the Board and ii) such fractional interest. The
holders of fractional interests shall not be entitled to any rights as
stockholders of the Corporation in respect of such fractional interests.
4. DEFINITIONS.
As used herein, the following terms shall have the following
meanings:
(i) "ACQUISITION" shall mean the acquisition of all of the
capital stock of Catcher, Inc. by the Corporation pursuant to that certain Stock
Purchase Agreement dated May, 2005.
(ii) "BOARD" shall mean the Board of Directors of the
Corporation.
(iii) "CONVERSION DATE" shall mean the earlier of the date
when such delivery for conversion is made as set forth in Section 3(a), or upon
the effective date of the Reverse Stock Split, if applicable.
(iv) "FOUNDER" shall mean Mr. Ira J. Tabankin.
(v) "FOUNDER'S SHARE" shall mean one share of Series A
Preferred Stock issued to and designed as such by the Founder.
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(vi) "REVERSE STOCK SPLIT" shall mean the reverse stock split
of Common Stock as approved by the stockholders in connection with the
Acquisition.
5. NOTICE.
Any notice required to be given to the holders of Series A
Preferred Stock shall be deemed to have been given upon the earlier of personal
delivery or three days after deposit in the United States mails by registered or
certified mail, return receipt requested, with postage fully paid, and addressed
to the holder of record at the address of record of the holder. Any notice to
the Corporation shall be in writing and shall be deemed to have been given only
upon actual receipt thereof.
OTHER SERIES OF PREFERRED STOCK
1. GENERAL AUTHORITY.
Other series of Preferred Stock may be issued from time to
time by the Board as shares of one or more series. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting stock of the Corporation voting as one
class. Subject to the limitations set forth herein and any limitations
prescribed by law, the Board is expressly authorized, prior to issuance of any
series of Preferred Stock other than Series A Preferred Stock, to fix by
resolution or resolutions providing for the issue of any series and, if and to
the extent from time to time required by law, by filing a certificate pursuant
to the General Corporation Law of the State of Delaware (or other law hereafter
in effect relating to the same or substantially similar subject matter), to
establish or change the number of shares to be included in each such series and
the designation, relative powers, preferences and rights, and the
qualifications, limitations, or restrictions of the shares of each such series
other than Series A Preferred Stock. Pursuant to the foregoing general authority
vested in the Board, but not in limitation of the powers conferred on the Board
thereby and by the General Corporation Law of the State of Delaware, the Board
is expressly authorized to determine with respect to each series of Preferred
Stock other than Series A Preferred Stock:
(i) The designation or designations of such series and the
number of shares (which number from time to time may be decreased by the Board,
but not below the number of shares of such series then outstanding, or may be
increased by the Board unless otherwise provided in creating such series)
constituting such series (provided that the aggregate number of shares
constituting all series of Preferred Stock shall not exceed Five Hundred
Thousand (500,000);
(ii) the rate or amount and times at which, and the preference
and conditions under which, dividends shall be payable on shares of such series,
the status of such dividends as cumulative or noncumulative, the date or dates
from which dividends, if cumulative, shall accumulate, and the status of such
shares as participating or nonparticipating after the payment of dividends as to
which such shares are entitled to any preference;
(iii) The rights and preferences, if any, of the holders of
shares of such series upon the liquidation, dissolution, or winding up of the
affairs of, or upon any distribution of the assets of, the Corporation, which
amount may vary depending upon whether such liquidation,
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dissolution, or winding up is voluntary or involuntary and, if voluntary, may
vary at different dates, and the status of the shares of such series as
participating or nonparticipating after the satisfaction of any such rights and
preferences;
(iv) The full or limited voting right, if any, to be provided
for shares of such series, in addition to the voting rights provided by law;
(v) The times, terms, and conditions, if any, upon which
shares of such series shall be subject to redemption, including the amount the
holders of shares of such series shall be entitled to receive upon redemption
(which amount may vary under different conditions or at different redemption
dates) and the amount, terms, conditions, and manner of operation of any
purchase, retirement or sinking fund to be provided for the shares of such
series;
(vi) The rights, if any, of holders of shares of such series
or of the Corporation to convert such shares into, or to exchange such shares
for, shares of any other class or classes or of any other series of the same
class, the prices or rates of conversion or exchange, and adjustments thereto,
and any other terms, and conditions applicable to such conversion or exchange;
(vii) The limitation, if any, applicable while such series is
outstanding on the payment of dividends or making of distributions on, or the
acquisition or redemption of, common stock or any other class or shares ranking
junior, either as to dividends or upon liquidation, to the shares of such
series;
(viii) The conditions or restrictions, if any, upon the issue
of any additional shares (including additional shares of such series or any
other series or of any other class) ranking on a parity with or prior to the
shares of such series either as to dividends or upon liquidation;
(ix) The obligation, if any, of the Corporation to retire
shares of such series pursuant to a sinking fund;
(x) The rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and
(xi) Any other relative powers, preferences, and
participating, optional or other special rights, and the qualifications,
limitations, or restrictions thereof, of shares of such series, in each case, so
far as not inconsistent with the provisions of this Certificate of
Incorporation, as amended, or the General Corporation Law of the State of
Delaware as then in effect. All series of Preferred Stock shall be identical and
of equal rank except in respect to the particulars that may be fixed by the
Board and all shares of each series of Preferred Stock shall be identical and of
equal rank except in respect to the particulars that may be fixed by the Board.
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2. DIVIDEND, VOTING, LIQUIDATION.
Subject to all of the rights of the Preferred Stock and except
as may be expressly provided with respect to the Series A Preferred Stock
herein, by law or by the Board pursuant to this Article Fourth:
(i) dividends may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends;
(ii) the holders of Common Stock shall have the exclusive
right to vote for the election of directors and on all other matters requiring
stockholder action, each share being entitled to one vote; and
(iii) upon the voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in accordance
with their respective rights and interests.
COMMON STOCK
Each holder of shares of Common Stock shall be entitled to one
vote for each share of Common Stock held on all matters as to which holders of
Common Stock shall be entitled to vote. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock, or except as may be
provided by the General Corporation Law of the State of Delaware, the holders of
Common Stock shall have exclusively all other rights of stockholders including,
but not by way of limitation, (i) the right to receive dividends, when and as
declared by the Board of Directors of the Corporation out of assets legally
available therefor and (ii) in the event of any distribution of assets upon a
Liquidation or otherwise, the right to receive ratably and equally all the
assets and funds of the Corporation remaining after the payment to the holders
of shares of the holders of the Preferred Stock of the specific amounts which
they are entitled to receive, respectively, upon such Liquidation as provided in
a certificate of designation filed with the Delaware Secretary of State.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: ADDITIONAL POWERS OF BOARD OF DIRECTORS. The Board of
Directors shall have power, without stockholder action, to make bylaws for the
Corporation and to amend, alter, or repeal any bylaws.
The powers and authorities herein conferred upon the Board of
Directors are in furtherance and not in limitation of those conferred by the
laws of the State of Delaware. In addition to the powers and authorities herein
or by statute expressly conferred upon it, the Board of Directors may exercise
all such powers and perform all such acts as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the State
of Delaware, of this certificate of incorporation and of the bylaws of the
Corporation.
SEVENTH: VOTING BY BALLOT. Elections of Directors need not be
by ballot unless the bylaws of the Corporation provide otherwise.
EIGHTH: LIMITED LIABILITY OF DIRECTORS. Except for monetary
damages from: (i) any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii)
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any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any act for which liability is imposed
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) any
transaction from which the director derived an improper personal benefit, and
except as otherwise provided or as hereafter may be provided by the Delaware
General Corporation Law, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
NINTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and the
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article NINTH.
IN WITNESS WHEREOF, the undersigned has executed this Amended
and Restated Certificate of Incorporation on this ___ day of _______ 2005.
U.S. Telesis Holdings, Inc.
By:
--------------------------------
Name:
Title:
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