SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d
(2))
[ ] Definitive Information Statement
@TRACK COMMUNICATIONS, INC.
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(Name of Registrant as Specified in Its Charter)
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@TRACK COMMUNICATIONS, INC.
1155 Kas Drive, Suite 100
Richardson, Texas 75081
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INFORMATION STATEMENT
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To the Stockholders of @Track Communications, Inc.:
This information statement is being mailed to the stockholders of @Track
Communications, Inc., a Delaware corporation, in connection with corporate
actions pertaining to the approval of an amendment to @Track's restated
certificate of incorporation to change its name from "@Track Communications,
Inc." to "Minorplanet Systems USA, Inc." Minorplanet Systems PLC, our majority
stockholder holding approximately 62% of our outstanding common stock, has
executed a written consent approving the amendment to the certificate of
incorporation. Accordingly, all necessary corporate approvals in connection with
the matters referred to herein have been obtained, and this information
statement is furnished solely for the purpose of informing our other
stockholders, in the manner required under the Securities Exchange Act of 1934,
as amended, of these corporate actions before they take effect. The record date
for determining stockholders entitled to receive this information statement has
been established as the close of business on June 20, 2002.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
ACTION TAKEN
The board of directors has approved, and it is anticipated that Minorplanet
will approve by written consent, an amendment to @Track's restated certificate
of incorporation to change its name from "@Track Communications, Inc." to
"Minorplanet Systems USA, Inc."
Under Delaware law, any action that is required to be taken, or that may be
taken, at any annual or special meeting of stockholders of a Delaware
corporation may be taken, without a meeting, without prior notice and without a
vote, if a written consent, setting for the action taken, is signed by the
holder or holders of the outstanding voting securities having not less than the
minimum number of votes necessary to authorize such action. As of May 31, 2002,
the date on which Minorplanet executed the majority stockholder consent, and as
of June 20, 2002, the record date, Minorplanet owned 30,000,000 shares of common
stock of @Track, which is approximately 62% of the total outstanding shares of
common stock, the sole voting security of @Track. As of June 10, 2002, @Track
had approximately 48,349,161 shares of common stock outstanding and entitled to
vote on any matter required to be voted upon by stockholders. As a result, the
matters listed below have been approved by a majority of the issued and
outstanding shares of common stock as required by Delaware law and no further
votes are required. Corporate actions taken by written consent of Minorplanet
will take effect approximately 21 days after the mailing of this information
statement, which date is on or about July 16, 2002. All other necessary
corporate actions with respect to the matters described herein were approved by
the board of directors of @Track at a meeting on May 21, 2002. After the
effectiveness of the written consent of our majority stockholder, we intend to
file an amendment to our restated certificate of incorporation to effect the
name change, change the ticker symbol of our common stock on the Nasdaq SmallCap
Market and make all other Nasdaq and regulatory filings. The amendment to the
restated certificate of incorporation is attached to this information statement
as Appendix A.
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Minorplanet has executed the written consent referred to above as of May
31, 2002 to be effective on or about July 16, 2002. The board of directors and
management of @Track are not aware of any other action that will be authorized
in such consent.
This information statement is first being sent or given to our stockholders
on or about June 25, 2002.
June 25, 2002
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only holders of record of the common stock of @Track as of the close of
business on June 20, 2002, the record date, will be entitled to receive this
information statement. As of the close of business on June 10, 2002, there were
48,349,161 shares of common stock issued and outstanding and entitled to vote on
matters on that date. As of that date, Minorplanet held approximately 30,000,000
shares of common stock, or approximately 62% of @Track's issued and outstanding
common stock.
QUORUM AND VOTING
The affirmative vote of a majority of the issued and outstanding shares of
@Track's common stock is required for the approval of the amendment to @Track's
amended and restated certificate of incorporation which will effect the name
change. Each holder of common stock is entitled to one vote in person or by
proxy for each share of common stock in his, her or its name on the books of
@Track as of the record date on any matter submitted to a vote at a meeting of
the stockholders. However, under Delaware law, any action which may be taken at
any stockholders' meeting may be taken by written consent of the holders of the
requisite number of shares of common stock required to take such action. There
will be no broker non-votes or abstentions in the tabulation of votes as the
majority stockholder is acting by majority consent.
DISSENTER'S RIGHTS
Delaware law does not provide for dissenter's rights or rights of appraisal
with respect to the matter acted upon by the majority stockholder.
REASONS FOR NAME CHANGE AMENDMENT
The board of directors approved the name change amendment to allow @Track
to fully leverage the rapidly growing worldwide reputation and branding identity
of the VMI product line in the vehicle telematics marketplace.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of June 20, 2002,
regarding beneficial ownership of the common stock and the percentage of total
voting power held by:
o each stockholder who is known by @Track to own more than five percent
(5%) of the outstanding common stock;
o each director;
o each executive officer; and
o all directors and executive officers as a group.
Unless otherwise noted, the persons named below have sole voting and investment
power with respect to such shares. The beneficial ownership information is based
on the most recent Schedule 13D or 13G filed with the SEC by the named
stockholders.
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Number of Shares of
Common Stock Percent of Class
Beneficially Beneficially
Name of Holder Owned Owned
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Minorplanet Systems PLC 30,000,000 62.0%
Greenwich House
Sheepscar, Leeds LS4 2LE
United Kingdom
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Mackay Shields LLC 11,249,035 23.2%
9 West 57th Street
New York, NY 10019
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Jana A. Bell (1) 67,533 *
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Gerry C. Quinn (2) 54,530 *
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John T. Stupka (2) 3,798 *
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Robert D. Kelly MA, FCA - -
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Michael D. Beverley DL, DA, SCA, SRSA - -
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Sir Martin W. Jacomb - -
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Michael D. Abrahams CBE, DL - -
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Sir James D. Spooner MA, FCA - -
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David H. Bagley (2) 6,100 *
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J. Raymond Bilbao (2) 5,360 *
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Todd A. Felker (2) 14,280 *
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Robert J. Lambert, Jr. (2) 7,260 *
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W. Michael Smith (2) 16,080 *
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Ron Thompson (2) 3,260 *
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All directors and executive officers as a 178,221 *
group (14 persons) (3)
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* Less than 1%
(1) Ms. Bell owns 9,167 shares of common stock. Additionally, Ms. Bell
beneficially owns 58,366 shares of common stock issuable upon the exercise
of stock options granted under @Track's 1994 stock option plan and
exercisable within 60 days of June 20, 2002.
(2) This individual does not actually own any shares of common stock. This
number represents the number of shares that this individual may acquire
upon the exercise of stock options that are exercisable within 60 days of
June 20, 2002.
(3) All directors and executive officers (14 persons) collectively own 9,167
shares of common stock and beneficially own 169,054 shares of common stock
issuable upon the exercise of stock options that are exercisable within 60
days of June 20, 2002.
3
Change of Control of @Track
As a result of the recapitalization transaction completed by @Track on June
21, 2001, Minorplanet became our majority stockholder and now beneficially owns
approximately 62% of our outstanding common stock, or 30,000,000 shares. The
details of this transaction and Minorplanet's control rights are set forth above
under the caption "Minorplanet Systems PLC Change of Control and
Recapitalization Transactions" on page 5.
Beneficial Security Ownership of Directors or Management in Minorplanet
Systems PLC
The following table lists all directors of @Track which beneficially own
shares in Minorplanet as of June 20, 2002.
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Title Of Name Amount Percent
Class Of Beneficial And Nature Of Of Class
Owner Beneficial
Ownership*
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Ordinary Robert D. Kelly MA FCA, - -
Financial Director of
Minorplanet and
Director of @Track
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Ordinary Sir Martin W. Jacomb, 715,054 (1) 1%
Director of @Track
and Minorplanet
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Ordinary Michael D. Abrahams CBE, 2,382,041 (2) 4%
DL, Chairman of Minorplanet
and Director of @Track
and Minorplanet
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Ordinary Sir James Douglas Spooner 378,000 (3) *
MA FCA, Director of
@Track and Minorplanet
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* Less than 1%
(1) Sir Jacomb does not actually own any ordinary shares. This number represents
the number of ordinary shares that Sir Jacomb may acquire upon the exercise of
ordinary share options that are exercisable within 60 days of June 20, 2002.
(2) Mr. Abrahams is deemed to beneficially own 307,424 ordinary shares held by
his wife, Mrs. E. Abrahams and 1,103,769 shares that are held by M. D. Abrahams
& Co., a company controlled by Mr. Abrahams. On December 23, 1998, M. D.
Abrahams & Co. granted an option on 142,000 of the ordinary shares referenced
above to an unconnected offshore family investment company at a price of 70p.
(3) Sir Spooner does not actually own any ordinary shares. This number
represents the number of ordinary shares that Sir Spooner may acquire upon the
exercise of ordinary share options that are exercisable within 60 days of June
20, 2002.
4
Minorplanet Systems PLC Change of Control and Recapitalization Transaction
On June 21, 2001, we completed the stock issuance transactions approved by
our stockholders at the 2001 annual meeting on June 4, 2001. As part of these
transactions, we effected the 1-for-5 reverse stock split on June 5, 2001 that
was approved by our stockholders. As a result of the closing of transactions
contemplated by that certain Stock Purchase and Exchange Agreement by and among
@Track, Minorplanet and Mackay Shields LLC, dated February 14, 2001, we issued
30,000,000 shares of our common stock (post reverse stock split) in a change of
control transaction to Minorplanet, which is now our majority stockholder owning
approximately 62% of our common stock on a non-fully-diluted basis, which is now
our sole voting equity security. In exchange for this stock issuance,
Minorplanet paid us $10,000,000 in cash and transferred to us all of the shares
of its wholly-owned subsidiary, Minorplanet Limited, which holds an exclusive,
royalty-free, 99-year license to market, sale and operate Minorplanet's vehicle
management information technology in the United States, Canada and Mexico.
Minorplanet raised the $10,000,000 cash proceeds from a private placement of its
shares in the United Kingdom.
Pursuant to the aforementioned purchase agreement, on June 21, 2001, we
appointed two additional directors to the board of directors that were
designated by Minorplanet: Messrs. Robert Kelly and Andrew Tillman. The purchase
agreement provides Minorplanet with the right to designate two of our directors
in the future, and to maintain proportionate representation on the board of
directors and its committees. However, given Minorplanet's current ownership, it
has the right to elect all eight directors if it decides to do so in the future.
In addition, the purchase agreement also provides that so long as Minorplanet
has the right to designate at least two directors, i.e., it owns at least 5% of
the outstanding common stock of the Company, none of the following actions may
be taken unless approved by all of the Minorplanet designated directors:
o any capital expenditure by us that is not contemplated in any current
annual budget which exceeds $200,000;
o the hiring and firing of any officer or senior executive reporting to
the chief executive officer who has an annual salary of $130,000 or
more, or entering into employment agreements with these individuals or
amendments to existing agreements;
o the direct or indirect redemption, purchase or making of any payments
with respect to stock appreciation rights and similar types of stock
plans;
o the sale, lease or transfer of any assets of @Track representing 5% or
more of its consolidated assets, or the merger, consolidation,
recapitalization, reclassification or other changes to the capital
stock of @Track; except as required under law, the taking or
instituting of bankruptcy or similar proceedings;
o the issuance, purchase, acquisition or redemption of any capital stock
or any notes or debt convertible into equity;
o the acquisition of another entity;
o the entering into any agreement or contract which commits @Track to
pay more than $1,000,000 or with a term in excess of 12 months and
requiring payments in the aggregate which exceed $200,000;
o the amendment of @Track's certificate of incorporation or bylaws that
would adversely affect holders of @Track's common stock or
Minorplanet's rights under the aforementioned purchase agreement;
o the exiting of, or entering into a different line of business;
o the incurrence of any indebtedness or liability or the making of any
loan except in the ordinary course of business;
o the placing of any lien on @Track's assets or properties; or
o the adoption or implementation of any anti-takeover provision that
would adversely affect Minorplanet.
In addition to, and simultaneous with, the stock issuance transactions with
Minorplanet, we issued
5
12,670,497 shares of our common stock to the then holders of our Senior Notes
due 2005 in exchange for the cancellation of senior notes with an aggregate
principal amount of $80,022,000 in an exchange offer. The total principal amount
of Senior Notes that remains outstanding is $14,333,000.
Please see the beneficial ownership table on page 4 regarding shares of
Minorplanet beneficially owned by our directors.
OTHER MATTERS
There is no other business to be transacted by written consent in lieu of a
special meeting to which this information statement pertains.
ADDITIONAL INFORMATION
PLEASE READ THE ENTIRE DOCUMENT. Further information is available by
request or can be accessed on the Internet. The complete mailing address of our
principal executive offices is 1155 Kas Drive, Suite 100, Richardson, Texas
75081. @Track is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files annual and quarterly
reports, proxy statements and other information with the SEC. Reports, proxy
statements and other information filed by @Track can be accessed electronically
by means of the SEC's home page on the Internet at http://www.sec.gov. You can
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read and copy any materials that we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain
information about the operation of the SEC's Public Reference Room by calling
the SEC at 1-800-SEC-0330. A copy of any public filing is also available, at no
charge, by contacting our secretary, J. Raymond Bilbao, at (972) 301-2000.
By Order of the Board of Directors
Jana A. Bell,
President and Chief Executive Officer
Richardson, Texas
June 25, 2002
6
Appendix A
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@TRACK COMMUNICATIONS, INC.
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
Article I of the Corporation's Restated Certificate of Incorporation is
hereby amended by deleting said Article I in its entirety and replacing it with
the following in lieu thereof:
" I. Name
The name of the corporation is Minorplanet Systems USA, Inc."