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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DEFINITIVE INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
</Table>
XBOX TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement,
if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
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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.
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XBOX TECHNOLOGIES, INC.
COMERICA BANK BUILDING
1800 N.W. CORPORATE BLVD.
SUITE 101
BOCA RATON, FL 33431
TO THE STOCKHOLDERS OF XBOX TECHNOLOGIES, INC.:
The purpose of this letter is to inform you that we intend to take the
following action by written consent of our stockholders:
- Amend our certificate of incorporation to change our name from
"XBOX Technologies, Inc." to "Knowledge Mechanics Group, Inc."
TECHinspirations, Inc. (Cayman), a Cayman island corporation, is the
beneficial owner of shares of our common stock which, in the aggregate,
represent approximately 89.3% of the aggregate voting power of all outstanding
shares of our capital stock. TECH has executed a written consent in favor of the
action described above. This consent satisfies the stockholder approval
requirement for the proposed action and allows us to take the proposed action on
or after October 12, 2001.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of TECH
satisfies the applicable stockholder voting requirements of the Delaware General
Corporation Law and our certificate of incorporation and bylaws, we are not
asking for a proxy and you are requested not to send us one.
The accompanying information statement is for informational purposes only
and explains the terms of the amendment to our certificate of incorporation.
Please read the accompanying information statement carefully.
By Order of the Board of Directors,
/s/ Thomas A. Letscher
Thomas A. Letscher
Secretary
September 21, 2001
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XBOX TECHNOLOGIES, INC.
COMERICA BANK BUILDING
1800 N.W. CORPORATE BLVD.
SUITE 101
BOCA RATON, FL 33431
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INFORMATION STATEMENT
SEPTEMBER 21, 2001
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about September 21, 2001
to our stockholders of record at the close of business on September 14, 2001.
This information statement is being sent to you for informational purposes only.
NO ACTION IS REQUESTED ON YOUR PART.
This information statement is being furnished to our stockholders to inform
you of the adoption of a resolution by written consent by TECHinspirations, Inc.
(Cayman), a Cayman Island corporation and our largest stockholder. The
resolution adopted by TECH gives us the authority to take the following action
at any time on or after October 12, 2001:
- Amend our certificate of incorporation to change our name from "XBOX
Technologies, Inc." to "Knowledge Mechanics Group, Inc."
On July 27, 2001 the Board of Directors adopted resolutions authorizing
this amendment to our certificate of incorporation and recommending that our
stockholders adopt resolutions authorizing this amendment. On September 1, 2001,
TECH executed a written consent authorizing the filing of an amendment to our
certificate of incorporation to our change our name to "Knowledge Mechanics
Group, Inc." at any time on or after October 12, 2001.
As of the close of business on September 14, 2001, we had 204,788,368
shares of our common stock and 896,554 shares of our series B preferred stock
outstanding. Each holder of our series B preferred stock is entitled to 5 votes
per share, while each holder of our common stock is entitled to one vote per
share. Holders of our common stock and our series B preferred stock generally
vote as a single class on all matters presented to our stockholders, including
the amendment to our certificate of incorporation.
TECH is the beneficial owner of shares of our capital stock representing
approximately 89.3% of the aggregate voting power of all outstanding shares of
our capital stock. Stockholders holding at least a majority of the aggregate
voting power of all outstanding shares of our capital stock must execute a
written consent in favor of adoption of the amendment to our certificate of
incorporation in order to allow us to implement the amendment to our certificate
of incorporation. Accordingly, the requisite stockholder approval of the
amendment to our certificate of incorporation to change our name from "XBOX
Technologies, Inc." to "Knowledge Mechanics Group, Inc." was obtained by the
execution of TECH's written consent in favor of the amendment to our certificate
of incorporation.
CHANGE OF OUR NAME
General
On June 11, 2001, we entered into an agreement with Microsoft corporation.
The agreement documents the settlement of a dispute between XBOX and Microsoft
regarding rights to the name "XBOX." Although both parties are required to
maintain the confidentiality of the agreement, we are permitted to inform our
stockholders that the terms of the agreement require us to changes our name to a
name that does not include
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the term "XBOX" no later than November 11, 2001. We intend to change our name to
"Knowledge Mechanics Group, Inc." to comply with the agreement by filing an
amendment to our certificate of incorporation with the Delaware Secretary of
State on or about October 12, 2001, which is the earliest date we are authorized
to take such action under the terms of the written resolutions executed by TECH.
Upon the filing of the amendment to our certificate of incorporation, our name
will be changed to "Knowledge Mechanics Group, Inc."
The name "Knowledge Mechanics Group, Inc." was selected by the Board of
Directors as our new name to reflect the importance of our wholly-owned
subsidiary, Knowledge Mechanics, Inc. ("KMI"), to us as a whole. KMI develops
technology-based solutions that take a software company's existing information,
convert this information into knowledge components and then arrange the
components in a manner that will help inform customers, partners, and staff.
Following the cessation of operations of FullMetrics, Inc. in August 2000, KMI
became our sole operating subsidiary.
The Board of Directors believes that changing our name to "Knowledge
Mechanics Group, Inc." will boost the visibility of KMI and provide current and
potential investors with a clear indication of the current focus of our
operations.
The agreement also required us to change our ticker symbol to a symbol that
does not include the term "XBOX." Our ticker symbol currently is "XBOX" and will
be changed to a new symbol after the amendment to our certificate of
incorporation is filed with the Delaware Secretary of State to effect our name
change. The ticker symbol change will not require any action on the part of our
stockholders. In addition, our CUSIP number will be changed to 49925M 10 0 once
the amendment to our certificate of incorporation has been filed with the
Delaware Secretary of State.
THERE IS NO NEED TO SEND IN YOUR EXISTING CERTIFICATES REPRESENTING SHARES
OF THE CAPITAL STOCK OF XBOX. Your existing certificate will continue to
represent shares of capital stock of XBOX as if our name, ticker symbol and
CUSIP number had not changed. Neither the change of our name and ticker symbol
nor the assignment of a new CUSIP number will affect your ability to trade your
shares of capital stock of XBOX. Our exchange agent will issue stock
certificates with our new name and CUSIP number as stock certificates are sent
in upon transfers of shares of our capital stock by our existing stockholders.
Until you sell or otherwise transfer your shares of our capital stock, there is
no need to send us or our exchange agent your existing stock certificates.
Consent Required
Approval of the amendment to our certificate of incorporation requires the
consent of the holders of shares representing a majority of the aggregate voting
power of all outstanding shares of our capital stock. TECH, which holds
approximately 89.3% of the aggregate voting power of all outstanding shares of
our capital stock as of September 14, 2001, has given its consent to the
amendment to our certificate of incorporation. This consent allows the Board of
Directors to implement our name change at any time on or after October 12, 2001.
Accordingly, the requisite stockholder approval of the amendment to our
certificate of incorporation has been obtained.
RIGHTS OF DISSENTING STOCKHOLDERS
Our stockholders are not entitled to any appraisal or similar rights under
Delaware law in connection with the actions described in this information
statement.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our common stock as of September 14, 2001 unless otherwise noted
(1) by each person who is known by us to own beneficially more than 5% of the
outstanding shares of our common stock, (2) by each of our directors, (3) by
each of our most highly compensated executives (including our President and
Chief Executive Officer) as of August 31, 2001 and (4) all of our executive
officers and directors as a group.
Common Stock
<Table>
<Caption>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
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PERCENT OF
NAME AMOUNT CLASS(2)
---- ----------- ----------
TECHinspirations, Inc. (Cayman)(3).......................... 191,716,000 91.5%
Frank van Luttikhuizen(4)................................... -- --
Thomas W. Bugbee(5)......................................... 1,092,790 *
Richard Cascio(6)........................................... -- --
John van Leeuwen(7)......................................... 3,250,000 1.6%
All executive officers and directors as a group (4
persons)(8)............................................... 4,342,790 2.1%
</Table>
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* less than 1%.
(1) Except as otherwise indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with respect to all
shares of our common stock. Shares of our common stock subject to options or
warrants currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such options
but are not deemed outstanding for computing the percentage of any other
person.
(2) Based on [204,788,368] shares of our common stock outstanding as of
September 14, 2001.
(3) Includes 4,750,000 shares of common stock issuable upon the exercise of a
warrant. The address for TECHinspirations, Inc. (Cayman) is c/o CIBC Bank
and Trust Company (Cayman) Limited, P.O. Box 694, CIBC Building, Edward
Street, Georgetown, Grand Cayman B.W.I.
(4) Mr. Luttikhuizen's address is 2275 No. 8 Side Road, R.R. #2, Milton,
Ontario, Canada.
(5) Includes 1,012,500 shares of common stock issuable upon the exercise of
outstanding stock options, with such option becoming exercisable with
respect to 266,667, 266,667 and 266,666 shares only when the per share price
of our common stock meets or exceeds $.50, $.75 and $1.00, respectively. Mr.
Bugbee's address is c/o Bugbee & Associates LLC, 2704 Drew Avenue South,
Minneapolis, MN 55416.
(6) Excludes 191,716,000 shares of common stock held by TECH. Mr. Cascio serves
as the President and COO of TECHinspirations, Inc., a wholly owned
subsidiary of TECH. Mr. Cascio's address is Comerica Bank Building, 1800
N.W. Corporate Blvd, Suite 101, Boca Raton, FL 33431.
(7) Excludes 191,716,000 shares of common stock held by TECH and includes
3,250,000 shares of common stock issuable upon the exercise of outstanding
stock options, with such option becoming exercisable with respect to
1,000,000, 1,000,000 and 1,250,000 shares only when the per share price of
our common stock meets or exceeds $.50, $.75 and $1.00, respectively. Mr.
van Leeuwen serves as Chairman of the Board of TECHinspirations, Inc. Mr.
van Leeuwen's address is 2275 No. 8 Side Road, R.R. #2, Milton, Ontario,
Canada.
(8) Includes an aggregate of 4,262,500 shares of Common Stock issuable upon the
exercise of a warrants and options held by our directors and officers.
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Series B Preferred Stock
The following table sets forth information regarding the beneficial
ownership of outstanding shares of our series B convertible preferred stock as
of September 14, 2001 unless otherwise noted (1) by each stockholder who is
known by us to own beneficially more than 5% of the outstanding shares of our
series B convertible preferred stock, (2) by each of our directors, (3) by each
of our most highly compensated executives (including our President and Chief
Executive Officer) as of August 31, 2001 and (4) all of our executive officers
and directors as a group.
<Table>
<Caption>
SHARES OF SERIES B
CONVERTIBLE
PREFERRED STOCK
BENEFICIALLY
OWNED(1)
--------------------
PERCENT OF
NAME AMOUNT CLASS(2)
---- ------- ----------
Archery Venture Partners LP(3).............................. 77,476 8.6%
Seligman Investment Funds(4)................................ 479,595 53.5%
Wasserstein Adelson Ventures, L.P........................... 174,098 19.4%
Frank van Luttikhuizen...................................... -- --
Thomas W. Bugbee............................................ -- --
Richard Cascio.............................................. -- --
John van Leeuwen............................................ -- --
All executive officers and directors as a group (4
persons).................................................. -- --
</Table>
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(1) Except as otherwise indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with respect to all
shares of series B convertible preferred stock.
(2) Based on 896,554 shares of series B convertible preferred stock outstanding
as of September 14, 2001. An additional 1,148,588 shares of series B
convertible preferred stock are being held by the exchange agent for XBOX
for issuance to the former stockholders of YOUpowered, Inc., pursuant to an
Agreement and Plan of Merger Dated July 5, 2001, but such 1,148,588 shares
were not outstanding as of September 14, 2001.
(3) The address for Archery Venture Partners LP is 237 Park Avenue, Suite 900,
New York, NY 10017.
(4)Consists of 108,964 shares held by the Seligman Investment Opportunities Fund
NTV Portfolio, 129,244 shares held by the Seligman Investment Opportunities
Fund NTV II Portfolio and 241,387 shares held by Seligman New Technologies
Fund, Inc. The address for each of the Seligman Funds is J&W Seligman & Co.,
100 Park Avenue, 7th Floor, New York, NY 10017.
(5)The address for Wasserstein Adelson Ventures LP is 1301 Avenue of the
Americas, 44th Floor, New York, NY 10019.
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INFORMATIONAL PURPOSES ONLY
As the requisite stockholder vote for the amendment to our certificate of
incorporation to effect our name change as described in this information
statement was obtained upon the delivery of the written consent of TECH, WE ARE
NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This
information statement is for informational purposes only. Please read this
information statement carefully.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas A. Letscher
Thomas A. Letscher
Secretary
Minneapolis, Minnesota
September 21, 2001
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