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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14f-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 333-135495
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NEWTOWN LANE MARKETING, INCORPORATED
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(Name of Small Business Issuer in its charter)
DELAWARE 20-3547231
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
47 SCHOOL AVENUE, CHATHAM, NEW JERSEY 07928
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(Address of principal executive offices and Zip Code)
(973) 635-4047
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(Registrant's telephone number, including area code)
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO
PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED TO SEND
THE COMPANY A PROXY.
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND SEC RULE 14f-1
NOTICE OF CHANGE IN MAJORITY OF DIRECTORS
August 8, 2007
This Information Statement is being furnished to holders of record as
of August 8, 2007 of the common stock of Newtown Lane Marketing, Incorporated, a
Delaware corporation (the "Company"), in accordance with the requirements of
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "34 Act"),
and Rule 14f-1 promulgated thereunder.
No vote or other action by our stockholders is required in response to
this Information Statement. Proxies are not being solicited.
References throughout this Information Statement to "we", "us" and
"our" are to Newtown Lane Marketing, Incorporated.
INTRODUCTION
On August 8, 2007, the Company entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Moyo Partners, LLC, a New York limited liability
company ("Moyo"), and R&R Biotech Partners, LLC ("R&R" collectively with Moyo,
the "Purchasers"), pursuant to which it sold twenty two million three hundred
ninety six thousand two hundred twenty nine (22,396,229) shares of its common
stock, $0.001 par value, ("Common Stock") and five hundred (500) shares of its
Series A convertible preferred stock, $0.001 par value, each share convertible
into seventy four thousand seventy-five and one-half (74,075.5) shares of Common
Stock at the option of the holder ("Preferred Stock"; the Common Stock and
Preferred Stock collectively referred to as the "Shares"), to the Purchasers in
a private placement transaction for aggregate gross proceeds to the Company of
$600,000.00. The acquisition of shares by the Purchasers pursuant to the
Purchase Agreement is referred to herein as the "Purchase".
Simultaneous with the Purchase, Arnold P. Kling was appointed to the
Company's Board of Directors and will serve together with Vincent J. McGill, a
current director. Mr. McGill has resigned effective immediately upon the earlier
of: (i) the completion of the 10-day period beginning on the date of the filing
and mailing of this Information Statement with the U.S. Securities Exchange
Commission ("SEC") pursuant to Rule 14f-1 of the 34 Act; or (ii) August 30,
2007. On the effective date of his resignation, the composition of the Company's
Board of Directors will change such that Mr. Kling will be the sole director.
Also effective upon the closing of the Purchase, all of the Company's officers
and other directors have resigned from their respective positions with the
Company and Mr. Kling was appointed by the Company's Board of Directors as
president of the Company and Kirk M. Warshaw was appointed by the Company's
Board of Directors as chief financial officer and secretary of the Company.
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Please read this Information Statement carefully. It contains certain
biographical and other information concerning the incoming executive officers
and director after the closing of the Purchase. You are not, however, required
to take any action.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table lists, as of August 8, 2007, the number of
shares of Common Stock beneficially owned by (i) each person or entity known to
the Company to be the beneficial owner of more than 5% of the outstanding Common
Stock; (ii) each officer and director of the Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of Common
Stock by our principal stockholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the SEC. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to
vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days. Under the SEC rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest.
The percentages below assume that the outstanding shares of the Preferred Stock
owned by the holder listed below have been converted into share of the Common
Stock. Accordingly, the calculations assume that 66,037,750 shares of Common
Stock are outstanding (comprised of the 29,000,000 shares currently outstanding
and 37,037,750 issuable upon conversion of the outstanding Preferred Stock).
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)
R&R BIOTECH PARTNERS, LLC 47,547,183(2) 72.00%
1270 Avenue of the Americas
16th Floor
New York, NY 10020
MOYO PARTNERS, LLC 11,886,796(3) 18.00%
c/o Arnold P. Kling
712 Fifth Avenue - 11th Floor
New York, NY 10019
ARNOLD P. KLING 11,886,796(3) 18.00%
712 Fifth Avenue, 11th Floor
New York, NY 10019
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KIRK M. WARSHAW 0 0.00%
47 School Avenue
Chatham, NJ 07928
VINCENT J. MCGILL 119,714(4) *
c/o Eaton & Van Winkle LLP
3 Park Avenue
New York, NY 10016
OFFICER AND DIRECTORS AS A GROUP
(3 PERSONS) 12,006,510 18.18%
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* Less than 1%
(1) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares of
the Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within 60
days from the date indicated above upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities that are
held by such person (but not those held by any other person) and which are
exercisable within 60 days of the date indicated above, have been exercised.
(2) Includes 17,916,983 shares of Common Stock currently outstanding and
29,630,200 shares of Common Stock issuable upon conversion of 400 shares of
Preferred Stock owned by R&R Biotech Partners, LLC.
(3) Includes 4,479,246 shares of Common Stock currently outstanding and
7,407,550 shares of Common Stock issuable upon conversion of 100 shares of
Preferred stock owned by Moyo Partners, LLC. Arnold P. Kling, our president and
a director, controls Moyo Partners, LLC and therefore is the beneficial owner of
the shares held by this entity.
(4) Includes 100,000 shares of Common Stock held by Eaton & Van Winkle LLP, a
law firm, of which Vincent J. McGill is a partner.
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INCOMING DIRECTOR AND EXECUTIVE OFFICER
Upon the closing of the Purchase, Arnold P. Kling was appointed as a
director and the president of the Company alongside current director Vincent J.
McGill. Mr. McGill has resigned effective immediately upon the earlier of: (i)
the completion of the 10-day period beginning on the date of the filing and
mailing of this Information Statement with the SEC pursuant to Rule 14f-1 of the
34 Act; or (ii) August 30, 2007. Accordingly, Mr. Kling will then constitute the
Company's sole director. Generally, the directors of the Company serve one-year
terms and until their successors are elected and qualified. In addition, Kirk M.
Warshaw was appointed chief financial officer and secretary of the Company.
BIOGRAPHICAL INFORMATION REGARDING THE
DIRECTOR AND EXECUTIVE OFFICERS
The principal occupation and brief summary of the background of the
Company's directors and executive officers is as follows:
ARNOLD P. KLING, age 49. Mr. Kling is currently a Managing Director of GH
Venture Partners, LLC, a private equity and merchant banking boutique for which
he also served as a Managing Director and General Counsel from 1995 to 1999.
From 1999 through August 2005, Mr. Kling was the president of Adelphia Holdings,
LLC, a merchant-banking firm, as well as the managing member of several private
investment funds. From 1993 to 1995 he was a senior executive and General
Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of Law
in 1983. Mr. Kling currently serves as a director and president of Twin Lakes
Delaware, Inc., R&R Acquisition III, Inc., R&R Acquisition V, Inc., R&R
Acquisition VI, Inc., R&R Acquisition VII, Inc., R&R Acquisition VIII, Inc., R&R
Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International Enterprise
I, Ltd., Rodman International Enterprise II, Ltd., and Rodman International
Enterprise III, Ltd., (each a publicly reporting, non-trading company), and
24Holdings Inc. (OTCBB:TWFH).
KIRK M. WARSHAW, age 49. Mr. Warshaw is a financial professional who, since
1990, has provided clients in a multitude of different industries with advice on
accounting, corporate finance, and general business matters. Prior to starting
his own consulting firm, from 1983 to 1990, he held the various titles of
controller, chief financial officer, president, and chief executive officer at
three separate financial institutions in New Jersey. From 1980 through 1983, Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
been a CPA in New Jersey since 1982. Mr. Warshaw is currently the chief
financial officer of Twin Lakes Delaware, Inc. R&R Acquisition III, Inc., R&R
Acquisition V, Inc., R&R Acquisition VI, Inc., R&R Acquisition VII, Inc., R&R
Acquisition VIII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X, Inc.,
Rodman International Enterprise I, Ltd., Rodman International Enterprise II,
Ltd., and Rodman International Enterprise III, Ltd., (each a publicly reporting,
non-trading company), the chief financial officer and a Director of 24Holdings
Inc. (OTCBB:TWFH), a director of Empire Financial Holding Company (AMEX:EFH),
and a director of two privately owned entities.
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VINCENT J. MCGILL, age 51. Mr. McGill has been a member of the Company's Board
of Directors since inception. He is currently a partner of Eaton & Van Winkle
LLP , a law firm in New York City which he joined as a Partner in 2001. Prior to
joining Eaton & Van Winkle, Mr. McGill was affiliated with Phillips Nizer LLP,
which he joined as an associate in 1986, and where he became a partner in 1989.
Throughout his career, Mr. McGill's practice has been focused on corporate
finance including public offerings and private placements. As such, he has
served and is currently serving as counsel to a number of companies in the
healthcare industry. Mr. McGill holds an AB from Colgate University, a JD from
Hofstra School of Law and an LL.M from New York University.
CHANGE OF CONTROL
The Company entered into the Purchase Agreement, pursuant to which it
issued and sold to the Purchasers twenty two million three hundred ninety six
thousand two hundred twenty nine (22,396,229) shares of Common Stock and five
hundred (500) shares of Preferred Stock. Upon the closing under the Purchase
Agreement, the Purchasers attained voting control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Neither Mr. Kling nor Mr. Warshaw is involved in any other material
transaction with the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
It is not currently contemplated that Mr. Kling will be compensated for
serving as either an officer and/or director of the Company. Mr. Warshaw will be
compensated for services to be rendered by the issuance of shares of Common
Stock to him in an amount to be determined.
COMMITTEES
The Company has not yet determined what, if any, committees of the
Board of Directors will be constituted.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this Information Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
NEWTOWN LANE MARKETING,
INCORPORATED
DATE: AUGUST 9, 2007
BY: /s/ ARNOLD P. KLING
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ARNOLD P. KLING
PRESIDENT
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