SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
WOLFPACK CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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WOLFPACK CORPORATION
4021 Stirrup Creek Drive, Suite 400
Research Triangle Park
Durham, North Carolina 27603
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
NOTICE OF SHAREHOLDER CONSENT TO CHANGE THE NAME OF
WOLFPACK CORPORATION
TO
equitel, inc.
This information statement ("Information Statement") is being furnished to
holders of record of the common stock of Wolfpack Corporation, a Delaware
corporation (the "Company"), in order to comply with the requirements of Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Regulation 14C under the Exchange Act and Section 228(d) of the Delaware General
Corporation Law. The purpose of this Information Statement is to inform all
stockholders of the approval of the amendment of the Company's Articles of
Incorporation (the "Amendment") providing for a change in the corporate name
from "Wolfpack Corporation" to "equitel, inc." This Information Statement is
being mailed or delivered to the stockholders of the Company on or about
February 19, 2002.
We are not seeking consent, authorization or proxies from you since the
Company has obtained the written consent of the holders of a majority of the
outstanding shares of common stock of the Company pursuant to Sections 228(a)
and 242(b)(1) of the Delaware General Corporation Law. The record date for
determining stockholders entitled to receive this Information Statement has been
established as February 11, 2002 (the "Record Date"). On the Record Date, the
number of shares of the Company's common stock outstanding was 36,499,132
shares; the number of shares that voted to approve the aforementioned actions
was 23,070,348, representing 63% of the outstanding shares of the Company. The
Company proposes to file the amendment to the Company's Articles of
Incorporation with the Delaware Secretary of State twenty (20) days after the
mailing date of this Information Statement, which the Company anticipates will
be on or about March 11, 2002. The name change will become effective upon the
filing of the Amended Articles of Incorporation with the Delaware Secretary of
State.
CHANGE OF CORPORATE NAME
The Company's Board of Directors (the "Board") has approved a proposal to
amend the Company's Articles of Incorporation such that the corporate name of
the Company will change from "Wolfpack Corporation" to "equitel, inc." The Board
believes that the name "equitel, inc." is better recognized in its markets and a
better choice of names. The corporate name change will become effective upon the
filing of the Amended Articles of Incorporation with the Delaware Secretary of
State.
CHANGE OF CONTROL
On September 28, 2001, Alpha Omega Group, Inc., Capital Research, Ltd.,
Lancer Offshore, Inc. and Lancer Partners, Limited Partnership (collectively,
the "equitel Shareholders") acquired 11,825,936 shares of common stock of
Wolfpack Corporation ("Wolfpack"), representing approximately 58% of Wolfpack's
outstanding common stock. This acquisition of shares caused a change in control
in Wolfpack because, after giving effect to the sale, the equitel Shareholders
controlled in excess of 50% of the common stock of Wolfpack. The consideration
paid to Wolfpack by the equitel Shareholders in exchange for Wolfpack common
stock consisted of shares of equitel, inc., a Delaware corporation ("equitel"),
representing approximately 93.64% of the outstanding shares of equitel.
The 11,825,936 shares of common stock that Wolfpack issued in the aggregate
were allocated as follows: Alpha Omega Group received 3,704,873 shares of
Wolfpack common stock in exchange for 1,999,100 shares of equitel; Capital
Research, Ltd. received 1,101,380 shares of Wolfpack common stock in exchange
for 594,290 shares of equitel; Lancer Offshore, Inc. received 6,961,768 shares
of Wolfpack common stock in exchange for 3,756,478 shares of equitel; and Lancer
Partners, Limited Partnership received 57,915 shares of Wolfpack common stock in
exchange for 31,250 shares of equitel. Each of these four equitel Shareholders
received 1.85327 shares of Wolfpack common stock in exchange for each share of
equitel.
On September 28, 2001, William Evans resigned from the board of directors
and Anthony W. Cullen and Kathryn Braithwaite became directors on the Wolfpack
board. The Wolfpack board now consists of Joseph F. Campagna, Peter L. Coker,
Anthony W. Cullen, and Kathryn Braithwaite. The board will consider appointing a
fifth member nominated by Mr. Coker and Ms. Braithwaite, but no candidate has
been identified or proposed. On September 28, 2001, Mr. Cullen also became Chief
Executive Officer of the Company and William Evans retained the position of
President of the Company (although Mr. Evans resigned from the Company in
December 2001). Gene Whitmire became Chief Financial Officer and Treasurer. Rod
Santomassimo became Vice President - Wireless Operations and Secretary. Mr.
Coker continued as Chairman of the Board. Additionally, there is an executive
committee of Wolfpack composed of Mr. Coker, Mr. Cullen and Ms. Braithwaite.
On December 11, 2001, $8,025,337 of existing outstanding notes and accrued
interest due to Lancer Offshore, Inc. and Lancer Partners, Limited Partnership,
were converted into 16,050,674 shares of Wolfpack common stock at $.50 per
share. This transaction occurred pursuant to a financing arrangement whereby
Lancer Offshore, Inc. and Lancer Partners, Limited Partnership provided Wolfpack
with an additional aggregate amount of $850,000 in exchange for convertible
promissory notes and an additional 250,000 common shares of Wolfpack.
BENEFICIAL OWNERSHIP
The following table sets forth certain information as to those persons or
groups believed by management to be beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock as of February 11, 2002 based upon
certain reports regarding such ownership filed with the Company and with the
Securities and Exchange Commission (the "SEC"), in accordance with Sections
13(d) or 13(g) of the Exchange Act by such persons or groups. Other than those
listed below, the Company is not aware of any person or group that owns more
than 5% of the Company Common Stock.
Amount and Nature of Percent of
Title of Class Name of Beneficial Owner Beneficial Ownership Class (1)
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Common Stock Lancer Offshore, Inc. 17,931,558 49.13%
Common Stock Lancer Partners, Limited Partnership 5,388,790 14.76%
Common Stock Alpha Omega Group, Inc. 3,704,867 10.15%
/(1)/ Based on 36,499,132 shares as of February 11, 2002 of Common Stock
outstanding on the Record Date.
ADDITIONAL INFORMATION
This Information Statement is provided for information purposes only. We
are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Information Statement. Please read the
Information Statement carefully.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information that we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information regarding the public reference rooms. Our
public filings are also available to the public from commercial document
retrieval services and at the Internet World Wide Web site maintained by the SEC
at HTTP://WWW.SEC.GOV. You may also obtain copies of the filings the Company has
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made with the SEC directly from the Company by requesting them in writing or by
telephone at the following:
WOLFPACK CORPORATION
Attention: Anthony W. Cullen, CEO
4021 Stirrup Creek Drive, Suite 400
Research Triangle Park
Durham, North Carolina 27603
(919) 831-1351
By Order of the Board of Directors,
/s/ E. Eugene Whitmire
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E. Eugene Whitmire, CFO and Treasurer