UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Schedule 14f-1
Information Statement
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 Promulgated Thereunder
Aegean Earth and Marine Corporation
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(Exact name of registrant as specified in its corporate charter)
Cayman Islands
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(State or other jurisdiction of Incorporation or Organization)
000-52136 N/A
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(Commission File Number) (IRS Employer Identification No.)
c/o Nautilus Global Partners
700 Gemini, Suite 100
Houston, TX 77027
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(Address of Principal Executive Offices and Zip Code)
(281) 488-3883
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(Registrant's telephone number, including area code)
April 3, 2008
AEGEAN EARTH AND MARINE CORPORATION
c/o Nautilus Global Partners
700 Gemini, Suite 100
Houston, TX 77027
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INFORMATION STATEMENT
(Pursuant to Section 14(f) of the Securities Exchange Act of 1934
and Rule 14f-1 thereunder)
THIS INFORMATION STATEMENT IS BEING PROVIDED FOR INFORMATIONAL
PURPOSES ONLY. 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 REQUESTED
NOT TO SEND A PROXY TO THE COMPANY.
INTRODUCTION
This Information Statement is being mailed on or about April
3, 2008, to holders of record on [February 29, 2008 (the record
date), of Ordinary Shares, par value $0.00064 per share, of
Aegean Earth and Marine Corporation (the "Company"), in
connection with the change of control and composition of the
Board of Directors of the Company as contemplated by an
Acquisition Agreement, dated as of February 29, 2008 (the
"Acquisition Agreement"), by and among the Company, Aegean Earth,
S.A., a company organized under the laws of Greece ("Aegean
Earth") and the securityholders of Aegean Earth (the "Sellers").
This Information Statement is being furnished pursuant to
Section 14(f) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 14f-1 of the Securities and Exchange
Commission or SEC thereunder. This Information Statement is being
provided solely for informational purposes and not in connection
with a vote of the Company's securityholders.
No action is required by the Company's stockholders in
connection with this Information Statement. However, Section
14(f) of the Exchange Act of 1934 and Rule 14f-1 promulgated
thereunder require the mailing to the Company's stockholders of
record of the information set forth in this Information Statement
at least 10 days prior to the date a change in a majority of the
Company's directors occurs (otherwise than at a meeting of the
Company's stockholders). This Information Statement will be first
mailed to the Company's stockholders of record on or about April
3, 2008.
CHANGE OF CONTROL TRANSACTION
Pursuant to the Acquisition Agreement, effective as of
February 29, 2008 (the "Acquisition Closing"), the Company
acquired Aegean Earth from the Sellers (the "Acquisition") in
exchange for 500,000 Ordinary Shares of the Company resulting in
the Sellers owning approximately 11% of the outstanding Ordinary
Shares of the Company. Holders of Ordinary Shares are entitled
to one vote per share on all matters for which the
securityholders are entitled to vote. The Acquisition Closing
resulted in a change in control of the Company. The Ordinary
Shares issued in the Exchange were issued pursuant to the
exemption from registration provided under Section 4(2) of the
Act and Rule 506 promulgated thereunder.
In connection with the Acquisition, Joseph Rozelle and David
Richardson agreed to resign as directors of the Company effective
as of the tenth day following the mailing of this Information
Statement to the stockholders of the Company (the "Effective
Date") and Frank DeLape was appointed a new director and
Executive Chairman of the Company and Joseph Clancy was appointed
a new director. Rizos Krikis was appointed Chief Financial
Officer of the Company effective as of the Acquisition Closing.
You are not required to vote on this change of directors and
your vote is not requested. Normally, the election of directors
requires a vote of the holders of Ordinary Shares entitled to
vote. In this case, the Company's current directors are
resigning in connection with a change of control transaction and
those directors are appointing new directors to the board.
Therefore, no vote of stockholders of the Company is required to
effectuate the resignation of the current directors and the
appointment of the new directors.
Simultaneously with the Acquisition Closing, the Company
sold (the "Offering") in a private offering made solely to
accredited investors three thousand eight hundred and sixty five
(3,865) units (the "Units") at a purchase price of $1,500 per
Unit for aggregate gross proceeds of approximately $5,797,500.
Each Unit consisted of 500 shares of the Company's Series A
Convertible Preference Shares, par value $0.00064 ("Series A
Preference Shares") and 500 Ordinary Shares (1,932,500 Series A
Preference Shares and 1,932,500 Ordinary Shares in the
aggregate). The Series A Preference Shares and Ordinary Shares
sold in the Offering were issued pursuant to the exemptions from
the registration requirements of the Securities Act provided
under Section 4(2) of the Securities Act and Rule 506 promulgated
thereunder.
VOTING SECURITIES
The Company has authorized 78,125,000 Ordinary Shares,
5,000,000 Series A Preference Shares and 15,000,000 "blank check"
preference shares $.00064 par value per share (the "Preference
Shares"). In December 2007, the Company amended its Memorandum
and Articles of Association to effect a stock split to increase
its authorized share capital. As a result of the stock split,
the Company's authorized share capital was increased from
50,000,000 Ordinary Shares and 1,000,000 Preference Shares to
78,125,000 Ordinary Shares and 20,000,000 Preference Shares. In
addition, the Company's outstanding Ordinary Shares increased
from 1,281,500 Ordinary Shares immediately prior to the stock
split to 2,000,000 Ordinary Shares immediately after the stock
split. The Company did not have any Preference Shares
outstanding at the time of the stock split. Following the
closing of the Acquisition and the Offering, as of April 3, 2008,
the Company had 6,932,500 Ordinary Shares issued and outstanding
and 1,932,500 Series A Preference Shares issued and outstanding.
The foregoing does not include Ordinary Shares issuable upon
exercise of outstanding options/warrants, conversion of the
Series A Preference Shares, bridge notes and/or stock options
under any stock option plans adopted by the Company in the
future.
Ordinary Shares
Holders of Ordinary Shares are entitled to one (1) vote for
each Ordinary Share held at all meetings of stockholders (and
written actions in lieu of meetings). Dividends may be declared
and paid on our Ordinary Shares from funds lawfully available
therefore as, if and when determined by the Company's board of
directors and subject to any preferential rights of any then
outstanding Preference Shares. The Company does not intend to
pay cash dividends on its Ordinary Shares. Upon the voluntary or
involuntary liquidation, sale, merger, consolidation, dissolution
or winding up of the Company, holders of Ordinary Shares will be
entitled to receive all of the Company's assets available for
distribution to stockholders, subject to any preferential rights
of any then outstanding Preference shares. The Ordinary Shares
are not redeemable.
Preference Shares
Our board of directors is authorized to issue from time to
time, subject to any limitation prescribed by law, without
further stockholder approval, up to 20 million blank check
Preference Shares in one or more series. Preference Shares will
have such designations, preferences, voting powers,
qualifications and special or relative rights or privileges as
determined by our Board, which may include, among others,
dividend rights, voting rights, redemption and sinking fund
provisions, liquidation preferences, conversion rights and
preemptive rights.
Series A Preference Shares
We have designated 5 million of our Preference Shares as
Series A Preference Shares. The Series A Preference Shares shall
rank senior as to the payment of dividends and in liquidation as
to the Ordinary Shares. The Series A Preference Shares have a
stated value of $3.00 per share, which is subject to adjustment
(the "Stated Value"). The Series A Preference Shares have the
right to vote only with respect to matters relating to amendments
of any of the preferences, rights or limitations of the Series A
Preference Share or the issuance by the Company of Preference
Shares having rights equal to and/or superior to the Series A
Preference Shares. Each Series A Preference Share may be
redeemed by the Company at its sole option at any time and from
time to time commencing six months after the date of issuance
(the "Redemption Date") at a redemption price equal to the sum of
(i) the Stated Value, and (ii) all accrued but unpaid dividends
thereon.
Unredeemed Series A Preference Shares will be eligible to be
converted into Ordinary Shares (the "Conversion Shares") at the
then applicable Conversion Ratio (as defined below) thirty months
after the date of issuance. Each Series A Preference Share will
be convertible into six (6) Ordinary Shares (the "Conversion
Ratio," with each date of conversion being referred to as the
"Conversion Date"). Upon conversion, all accrued and unpaid
(undeclared) dividends on the Series A Preference Shares through
the Conversion Date shall be paid in additional Ordinary Shares
as if such dividends had been paid in additional shares of Series
A Preference Shares rounded up to the nearest whole number, and
then automatically converted into additional Ordinary Shares at
the then applicable Conversion Ratio. The Conversion Ratio is
subject to adjustment in the event of stock splits, stock
dividends, combinations, reclassifications and the like and to
weighted average anti-dilution protection for sales of Ordinary
Shares at a purchase price below $0.50 per share.
Each Series A Preference Share shall accrue dividends at the
rate of six (6%) percent per annum of the Stated Value ($0.18 per
share per annum) and shall be payable on the Redemption Date.
Dividends payable will be prorated from the date each Series A
Preference Share was issued based on the number of days each such
Series A Preference Share was outstanding. Dividends on the
Series A Preference Shares shall be cumulative. No dividends or
other distributions may be paid or otherwise made with respect to
the Ordinary Shares and no Ordinary Shares may be repurchased by
the Company during any fiscal year of the Company until dividends
on the Series A Preference Shares have been declared, paid or set
apart during that fiscal year. In addition, the Company reserves
the right to declare and pay optional dividends to the holders of
Series A Preference Shares in such amounts, form (securities
and/or cash) and at such time as determined by the Company' s
Board of Directors.
The Series A Preference Shares will have a liquidation
preference over the Ordinary Shares equal to the then stated
value, plus all accrued but unpaid dividends.
THE COMPANY'S BUSINESS
General
Prior to the Acquisition, the Company had no material assets
and/or operations. The Company was organized under the laws of
the Cayman Islands on March 10, 2006, and prior to the
Acquisition Closing, the Company had not generated revenues and
its operations consisted solely of attempting to identify,
investigate and conduct due diligence on potential businesses for
acquisition. The Company filed a registration statement on Form
10 with the Securities and Exchange Commission (the "Commission")
to register its Ordinary Shares under Section 12(g) of the
Exchange Act and it files periodic reports with the Commission
pursuant to the Exchange Act. Copies of such reports, along with
the Company's registration statement on Form 10 are available on
the Commission's web site. There is no trading market for the
Ordinary Shares. In July 2007, shareholders of the Company
approved a name change of the Registrant from "Tiger Growth
Corporation" to "Aegean Earth & Marine Corporation."
Aegean Earth was formed in July 2007, for the purpose of
engaging in construction in Greece and surrounding countries.
Upon completion of the Acquisition, Aegean Earth became a wholly-
owned subsidiary of the Company and the business of the Company
became that of Aegean Earth.
Proposed Business Plan
The focus of the Company is to participate in the
construction and development business for, among other projects,
the direct contracting or joint venturing in the construction and
development of real estate projects, roads, utility structures,
commercial buildings, and other related facilities.
The Company's business plan contemplates the Company
pursuing and completing construction projects in Greece and other
parts of Southern and Eastern Europe, either alone or by forming
joint ventures with other companies. The Company also intends to
be active in acquiring complimentary companies to increase
project opportunities and revenue. The Company is actively
pursuing construction opportunities both in the private and
public sectors throughout the Mediterranean, Middle East, and
Northern Africa regions. The Company is actively pursuing the
acquisition of one company which the Company believes will be
completed in the second or third quarter of 2008, provided,
however, that no assurance can be given that such acquisition
will be completed by then or at all.
The Company intends to take advantage of what it perceives
to be an increase in the demand for construction in the
Mediterranean and Balkan countries. The Company has, entered
into a consulting contract with a former president of a Greek
construction company who has over 25 years of experience in the
construction industry, and has experience in performing a variety
of types of construction projects, including highways, commercial
buildings, bridges and tunnels, airports and marinas. In
addition, Mr. Clancy, the Managing Director of Aegean Earth who
became an officer of the Company following the Acquisition, has
prior experience in the negotiation and development of
construction projects in the residential, commercial, and
industrial sectors over the past 30 years.
The Company believes that there is strong opportunity in
construction in the Mediterranean and Balkan countries. In
Greece, where Aegean Earth is headquartered, a number of
governmental initiatives have been announced that the Company
believes will increase potential construction and development in
Greece. In 2007, it was announced by the European Union that a
series of infrastructure improvements have been planned,
including the development of further upgrades of highways and the
rail network, that are partially being financed by EUR24 billion
funding which has been allocated to Greece from the European
Union for the period from 2007 to 2013. The Company intends to
focus a significant portion of its efforts in obtaining contracts
and thereafter providing the construction and other services for
these projects. The Greek government has made an effort to
promote tourism, spending over $55 million in the promotion of
tourism in 2006 alone, which resulted in an increase in tourism
of over 10% in 2006 as compared to the previous year. The
Company believes that this increase in tourism will continue, and
could result in the need for additional hotels and marinas to be
built, resulting in additional opportunities for the Company. In
the surrounding states of Bulgaria and Romania, the European
Union has designated over EUR22 billion in grant money for the
purpose of structural improvements, primarily in the
environmental and infrastructure areas. The Company is actively
working with existing suppliers, managers, operators and property
owners in pursuing this lucrative area of business. The Company
has identified four (4) areas in which current market indicators
support additional marina development which includes attendant
commercial support facilities such as hotels, casinos,
restaurants and luxury shopping areas.
Proposed Acquisition
One of the Company's intended methods of growth is through
the acquisition of complimentary construction, engineering, or
development companies in Greece and elsewhere in Europe. The
Company has begun the process of identifying a number of
acquisition targets that will potentially allow it to generate
immediate revenue through existing projects.
The Company has identified and entered into a Memorandum of
Understanding (the "Memorandum") with one such potential
acquisition candidate, a Greek construction company that is
currently the subject of a bankruptcy proceeding under the laws
of Greece. The proposed acquisition and the Memorandum are both
subject to, among other conditions, the prior approval of the
Greek courts and there can be no assurances when, if ever, such
proposed acquisition will be completed.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of
February 29, 2008 regarding the beneficial ownership of our
Ordinary Shares by (i) each person who, to our knowledge,
beneficially owns more than 5% of our Ordinary Shares; (ii) each
of our directors and "named executive officers"; and (iii) all of
our executive officers and directors as a group:
Name and address of Number of Percent of
Beneficial Owner Shares Class (1)
- ------------------- --------- ----------
Directors and Named Executive Officers(2):
Joseph Clancy (3) 250,000 5.6%
Frank DeLape (4) 5,144,005 71.6
Rizos Krikis -
Joseph Rozelle* -
David Richardson* 78,034 1.8%
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All directors and named executive officers
as a group (3 persons) 5,394,005 75.1%
Other 5% or Greater Beneficial Owners
Access America Fund, L.P.(5)
1800 West Loop South
Houston, TX 77027 4,894,005 70.6%
Konstantinos Polites
Tenarou 49
PO Box 73050
Ano Glyfada, 165 62 Greece 250,000 5.6%
* Effective as of the consummation of the Acquisition, Joseph
Rozelle resigned as a director and officer of the Company and
David Richardson resigned as a director of the Company.
(1) Beneficial ownership is calculated based on an aggregate of
4,432,500 Ordinary Shares outstanding as of February 29,
2008. The number of Ordinary Shares outstanding does not
include the Ordinary Shares issuable upon conversion of the
Series A Preference Shares. The Series A Preference Shares
may not be converted to Ordinary Shares until 30 months
after the date of their issuance. See "Description of
Securities." Beneficial ownership is determined in
accordance with Rule 13d-3 of the SEC. The number of shares
beneficially owned by a person includes Ordinary Shares
issuable upon conversion of securities and subject to
options or warrants held by that person that are currently
convertible or exercisable or convertible or exercisable
within 60 days of the date hereof. The Ordinary Shares
issuable pursuant to those convertible securities, options
or warrants are deemed outstanding for computing the
percentage ownership of the person holding these options and
warrants but are not deemed outstanding for the purposes of
computing the percentage ownership of any other person. The
persons and entities named in the table have sole voting and
sole investment power with respect to the shares set forth
opposite the stockholder's name, subject to community
property laws, where applicable.
(2) Unless otherwise specified, the address for the directors
and named executive officers is c/o Nautilus Global
Partners, 700 Gemini, Suite 100, Houston, TX 77027.
(3) The address for Mr. Clancy is Tenarou, 49, PO Box 73050,
Ano Glyfada, 165 62 Greece
(4) Includes 2,394,005 Ordinary Shares held by Access America
Fund, LLP ("AAF") and 2,500,000 Ordinary Shares issuable to
AAF upon conversion of the bridge notes. Such amount does
not include any Ordinary Shares issuable upon conversion of
the Series A Preference Shares owned by AAF and purchased in
the Offering as such Series A Preference Shares are not
convertible within 60 days of the date hereof. Access
America Investments LLC ("AAI") is the general manager of
AAF. Mr. DeLape is the Chairman of AAI and he is also a
control person of Benchmark Equity Group which owns 41.7% of
AAI. Accordingly, Mr. DeLape may be deemed to share
indirect beneficial ownership of the Ordinary Shares held by
AAF. Mr. DeLape, however, expressly disclaims beneficial
ownership of such Ordinary Shares. The amount of Ordinary
Shares also includes 250,000 Ordinary Shares issuable upon
the exercise of stock options, which the Company has agreed
to issue to Mr. DeLape. The exercise terms of such options
have not been determined.
(5) Consists of 2,394,005 Ordinary Shares and 2,500,000 Ordinary
Shares issuable upon conversion of the Bridge Notes.
Excludes (i) all Ordinary Shares issuable upon conversion of
the Series A Preference Shares owned by AAF and purchased in
the Offering as such Series A Preference Shares are not
convertible within 60 days of the date hereof and (ii)
250,000 Ordinary Shares issuable upon the exercise of
options which the Company has agreed to issue to Mr. DeLape.
DIRECTORS AND EXECUTIVE OFFICERS
Prior to the completion of the Acquisition, our Board of
Directors consisted of Joseph Rozelle and Mr. David Richardson.
In connection with the Acquisition Messrs. Rozelle and Richardson
resigned as directors of the Company effective as of the tenth
day following the mailing of to our stockholders of this
Information Statement on Schedule 14f-1. In addition, effective
as of the Acquisition Closing, Mr. DeLape was appointed a
director and Executive Chairman of the Company and Mr. Clancy was
appointed a director of the Company.
Effective as of the Acquisition Closing, Mr. Rozelle
resigned as the Company's President and Chief Financial Officer
and Rizos Krikis was appointed as Chief Financial Officer of the
Company.
The names of our current officers and directors, as well as
certain information about them are set forth below:
Name Age Position(s)
---- --- -----------
Frank DeLape 53 Executive Chairman and Director
Joseph Clancy 67 Director
Rizos Krikis 43 Chief Financial Officer
Frank DeLape. Director and Executive Chairman - Frank DeLape is a
co-founder of the Company and was appointed a director and the
Executive Chairman of the Company on February 29, 2008. Frank
DeLape is also Chairman and CEO of Benchmark Equity Group, a
company he founded in 1994. Prior to founding Benchmark, Mr.
DeLape spent 11 years in executive management roles managing
turnarounds for various companies. In that regard, he worked on
behalf of such companies' boards of directors or the sponsoring
banks to recapitalize companies to return them to profitability
or to maximize cash repayment through orderly
liquidation. Benchmark provides private equity and debt
financings from various funds as well as a syndicate of
investors. Mr. DeLape was a founder and financier of Think New
Ideas, a NASDAQ NMS listed company, which later sold for over
$300 million. At Benchmark, Mr. DeLape has formed and been
instrumental in the growth of eighteen companies. Of these,
several have become NASDAQ listed, one listed on the American
Stock Exchange, and three were sold, creating in total over
several billion dollars in market value. From August 2001 through
October 2005, Mr. DeLape was Chairman of the Board of the
biotechnology company Isolagen, Inc. Over his four years as
Chairman and a major shareholder of Isolagen, Mr. DeLape oversaw
the listing of Isolagen on the American Stock Exchange, and
raising over $194 million in debt and equity financings for the
company. Mr. DeLape is a Director of Polymedix, Inc. since
November 2005 and President, CEO and a director of Influmedix,
Inc. since April 2006. Mr. DeLape is also a director of Anchor
Funding Services since January 2007 and Uni-Pixel, Inc. Both such
corporations file reports under the Exchange Act. The trading
symbol for Uni-Pixel, Inc. on the NASD Bulletin Board is "UNXL".
Since March 2006, Mr. DeLape has also served as the Executive
Chairman of Six Diamond Resorts International, a Cayman Islands
company that he co-founded that files reports under the Exchange
Act. Mr. DeLape is a controlling stockholder of Six Diamond
Resorts International and in October 2007, he was appointed a
director of Six Diamond Resorts International. Mr. DeLape is a
member of the National Association of Corporate Directors.
Joseph Clancy. Director. Mr. Clancy was appointed a director of
the Company on February 29, 2008. Prior thereto, Mr. Clancy was
a Manager of Aegean Earth since its inception in July 2007. Mr.
Clancy is an experienced professional in both private equity and
construction and development. Since June 2006, he has served as
one of the National Representatives of Access America Investments
in Greece and Cyprus. From February 2003 to May 2006, he served
as a consultant/advisor for Vibrant Capital Corporation in New
York, where he oversaw the implementation of a life settlement
acquisition program to secure a bond issued under the securities
laws of Luxembourg and also implemented two private placement
programs of investments in conjunction with that asset class.
Prior thereto, from January 2002 to February 2003 he served as a
Director in Oriri Holdings, SA, of Oslo, Norway, where he oversaw
the implementation of international marketing operations for
content for mobile phones throughout the EU market. Mr. Clancy
has also overseen the construction, master planning, and
development of numerous properties, including an 800 acre mixed
use area in Colorado. He has also served as the Chief Operating
Officer of DiaChi Corporation and Prime Financial Services Group
of London. Mr. Clancy graduated with a B.Sc. in Engineering from
the United States Naval Academy in Annapolis, Maryland. He
served as a Captain in the U.S. Marine Corps from 1963-1967 and
was decorated for valor for his service in Vietnam.
Rizos Krikis. Chief Financial Officer- Mr. Krikis was appointed
Chief Financial Officer of the Company on February 29, 2008. Mr.
Krikis has a number of years of experience in the financial
industry and has served in multiple capacities both in industry
and private equity. From 2004 to 2007, Mr. Krikis was Chief
Financial Officer of Cosmotelco Telecommunications in Greece.
Prior to Cosmotelco, Mr. Krikis was a senior manager for the
Emporiki Private Equity and Venture Capital Fund, where he was
responsible for the initial investment decision and ongoing
monitoring of the Fund's portfolio investment. Mr. Krikis also
was a consultant from the Greek Trade Commission in New York. He
graduated with both his Bachelor's and Master's degrees in
Business Administration from Baruch College in New York, and is
fluent in both English and Greek.
Stock Option Plans
The Company intends to develop a stock option plan for its
executives in the next twelve months.
Board Committees
The Company's Board of Directors has no separate committees
and the Company's Board of Directors acts as the Audit Committee
and the Compensation Committee. The Company is not a "listed
company" under Commission rules and is therefore not required to
have an audit committee comprised of independent directors. The
Company's board of directors has determined that its members do
not include a person who is an "audit committee financial expert"
within the meaning of the rules and regulations of the
Commission. The Company's board of directors has determined,
however, that each of its members is able to read and understand
fundamental financial statements and has substantial business
experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that
each of its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations that an audit
committee would have.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive
officers and directors, and person who beneficially own more than
ten percent of our equity securities, to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file. Based on our
review of the copies of such forms received by us, we believe
that during the year ended December 31, 2007, all such filing
requirements applicable to its officers and directors were
complied with, other than a Form 4 of Benchmark Equity Group
reporting the sale of Ordinary Shares to Access America Fund,
L.P. ("AAF") and a Form 3 of AAF reporting the acquisition of
Ordinary Shares.
CHANGES TO THE BOARD OF DIRECTORS
At the Acquisition Closing, Joseph Rozelle submitted his
resignation from all offices of the Company that he holds
effective immediately and Mr. Rozelle and David Richardson, the
two members of our board of directors submitted their
resignations from the board of directors, effective as of the
tenth day following the mailing of this Information Statement to
the stockholders of the Company (the "Effective Date"). At the
Acquisition Closing, Frank DeLape was appointed a new director of
the Company and our Executive Chairman and Joseph Clancy was
appointed as a new director effective immediately.
To the best of the Company's knowledge, except as set forth
below, the incoming directors are not currently directors, do not
hold any position with the Company and have not been involved in
any transactions with the Company or any of its directors,
executive officers, affiliates or associates which are required
to be disclosed pursuant to the rules and regulations of the SEC.
To the best of the Company's knowledge, the designees have not
been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, have not been a party to any
judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement.
LEGAL PROCEEDINGS
To the Company's knowledge, no director, officer or
affiliate of the Company, and no owner of record or beneficial
owner of more than five percent (5%) of the securities of the
Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a
material interest adverse to the Company in reference to pending
litigation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Clancy, who was appointed a director of the Company
effective as of the Acquisition Closing, was a controlling
stockholder and a Manager of Aegean Earth, prior to the
Acquisition. Pursuant to the terms of the Acquisition Agreement,
Mr. Clancy received 250,000 Ordinary Shares in exchange for his
capital stock of Aegean Earth.
AAF previously agreed to loan to the Company up to $500,000.
In May and November 2007, AAF loaned to the Company $300,000,
which loan is evidenced by the Bridge Notes. The loans were used
by the Company to provide working capital to Aegean Earth prior
to the Acquisition. The Bridge Notes bear interest at the rate
of 6% per annum and are payable on demand. The Bridge Notes are
convertible at any time and from time to time by the holder into
an aggregate of approximately 2,500,000 Ordinary Shares. Frank
DeLape, the Company's Executive Chairman is the Chairman of
Access America Investments, LLC ("AAI"), the general partner of
AAF, and Joseph Rozelle, a director and Chief Financial Officer
of the Company at the time the loans were made is the Chief
Financial Officer of AAI. The control person of AAF is AAI. Mr.
DeLape may be deemed a control person of AAI.
BOARD OF DIRECTORS' MEETINGS
During the last fiscal year the Company's board of directors
met two times for regular meetings. Each director attended all
of the meetings of the Company's board of directors held during
the period when he was a director.
COMPENSATION OF DIRECTORS
The Company has not paid compensation to directors for
serving as directors. The Company's Board of Directors may in
the future decide to award the members of the Board of Directors
cash or stock based consideration for their services to us, which
awards, if granted shall be in the sole determination of the
Board of Directors.
EXECUTIVE COMPENSATION
Compensation discussion and analysis
We did not pay salaries to our former executive officers.
Following the Acquisition, we intend to compensate our executive
officers after a period of time depending upon the progress
toward achieving our business strategy. Our Board of Directors
will determine the compensation given to our executive officers.
We do not have a compensation committee nor do we have any
executive compensation program in place. In addition to base
compensation levels, our Board of Directors will also determine
whether to issue executive officers equity incentives in
consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the
individual executive officer's performance. Such awards may also
include long-term stock based compensation to certain executives
which is intended to align the performance of our executives with
our long-term business strategies.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our
executive officers in its sole discretion, if the Board of
Directors believes such bonuses are in the Company's best
interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate
each month, which revenue is a direct result of the actions and
ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent
necessary to support the Company's long-term business strategy we
may award certain executives with long-term, stock-based
compensation in the future, in the sole discretion of our Board
of Directors.
Criteria for Compensation Levels
We have not set compensation levels for our executive
officers. However, in the future, our Board of Directors,
intends to establish compensation levels for our executive
officers, and in connection therewith may consider many factors,
including, but not limited to, the individual's abilities and
performance that results in: the advancement of corporate goals
of the Company, execution of our business strategies,
contributions to positive financial results, and contributions to
the development of the management team and other employees. In
determining compensation levels, our Board of Directors may also
consider the experience level of each particular individual
and/or the compensation level of executives in similarly situated
companies in our industry.
SUMMARY COMPENSATION TABLE
We have not paid salaries to our former officers, and have
not yet determined future salaries for our executive officers.
The principals of Aegean Earth to date have been paid
compensation as consultants rather than taking a salary from
Aegean Earth.
Employment Agreements
We have not entered into employment agreements with any of
our other executive officers and/or directors as of the date
hereof. We have orally agreed with Mr. Frank DeLape, our
Executive Chairman, to issue to him stock options to purchase up
to 250,000 Ordinary Shares. The terms of such options shall be
determined at a future date by mutual agreement of the Company
and Mr. DeLape.
Compensation of Directors
We have not paid our directors compensation for serving as
one of our directors. Our Board of Directors may in the future
decide to award the members of the Board of Directors cash or
stock based consideration for their services to us, which awards,
if granted shall be in the sole determination of the Board of
Directors.
Securities Authorized for Issuance under Equity Compensation
Plans
We currently do not have an equity compensation plan in
place for our executives.
NO STOCKHOLDER ACTION REQUIRED
This Information Statement is being provided for
informational purposes only, and does not relate to any meeting
of stockholders. Neither applicable securities laws, nor the
corporate laws of the State of Nevada require approval of the
sale of the Shares contemplated by the Securities Purchase
Agreement. No vote or other action is being requested of the
Company's stockholders. This Information Statement is provided
for informational purposes only.
This Information Statement has been filed with the
Securities and Exchange Commission and is available
electronically on EDGAR at www.sec.gov.
The Board of Directors
April 3, 2008