The corporation formerly known as
ALBION AVIATION, INC.
now known as
ARADYME CORPORATION
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Information Statement Pursuant to Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
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INTRODUCTION
On March 31, 2003, Albion Aviation, Inc. completed a reorganization
with Aradyme Development Corporation, a Nevada corporation, in which, Albion,
which currently has approximately 1.5 million shares issued and outstanding,
issued an aggregate of approximately 13.1 million shares of common stock and
12,000 shares of preferred stock (convertible into 120,000 shares of common
stock) to the Aradyme stockholders.
As a result of the acquisition, the acquired company became a
wholly-owned subsidiary of Albion, the president of the acquired company was
appointed president of Albion, and the other current officers and directors of
the acquired company will become the officers and directors of Albion, as
discussed below. The acquired company's board of directors and management team
will continue the acquired company's business as Albion's new operating
subsidiary. Albion has changed its name to Aradyme Corporation and relocated its
principal executive offices to 677 East 700 South, Suite 201, American Fork,
Utah 84003, telephone: (801) 756-9585, telecopy: (801) 756-9518.
Pursuant to the agreement between Albion and the acquired company,
Albion agreed to appoint the current directors of the acquired company to the
board of directors of Albion, followed by the resignation of Albion's previous
sole director, with the effect that the entire board of directors of Albion
would be changed without an Albion stockholder meeting. Albion's common stock is
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended, and therefore, is subject to its periodic reporting and
proxy/information statement requirements. Pursuant to those proxy/information
statement requirements, Albion is required to provide specified information to
its stockholders at least 10 days before a majority of its directors is changed
otherwise than pursuant to a stockholder meeting. Pursuant to this requirement,
Albion is providing this information statement to its stockholders. Based on the
mailing and filing of this information statement on or about the date indicated
below, we expect that the new directors will take office on approximately April
21, 2003.
This information statement is being mailed on or before April 11, 2003,
to owners of record on March 31, 2003 (the "record date"), of shares of common
stock of Albion. As of the record date, Albion had 1,527,000 shares of common
stock issued and outstanding, each of which is entitled to one vote on all
matters submitted to the stockholders for their consideration.
This information statement is being delivered to provide information
regarding anticipated changes in the membership of the board of directors of
Albion in conjunction with the completed business acquisition and is provided
for information purposes only. You are urged to read this information statement
carefully. You are not, however, required to take any action.
THE REORGANIZATION BETWEEN ALBION AND ARADYME
As noted above, on March 31, 2003, Albion completed a reorganization
with Aradyme Development Corporation, a Nevada corporation, in which, Albion,
which currently has approximately 1.5 million shares issued and outstanding,
issued an aggregate of approximately 13.1 million shares of common stock and
12,000 shares of preferred stock (convertible into 120,000 shares of common
stock) to the acquired company stockholders. Options to purchase approximately
1.3 million shares of the acquired company's common stock at $0.50 per share are
being converted into options to purchase the same number of shares of Albion
common stock on the same terms.
As a result of the acquisition, the acquired company became a
wholly-owned subsidiary of Albion, the president of the acquired company was
appointed the president of Albion, and the other current officers and directors
of the acquired company will become the officers and directors of Albion, as
discussed below. The acquired company's board of directors and management team
will continue the acquired company's business as Albion's new operating
subsidiary. Albion has changed its name to Aradyme Corporation. Accordingly, the
current name and address of the registrant is:
ARADYME CORPORATION
677 East 700 South, Suite 201
American Fork, Utah 84003
Telephone: (801) 756-9585
Telecopy: (801) 756-9518
The acquired company was organized in February 2001 as a research and
development company for product development and custom programming for clients
needing database solutions for business applications. As an outgrowth of its
initial activities, in 2002, the acquired company introduced the market to
Aradyme Database Management System, or Aradyme DBMS, software technology. The
Aradyme DBMS is designed as a user-friendly and cost-effective development
platform that the acquired company believes will enable it to establish revenues
from:
o sales of custom-developed database applications based on Aradyme DBMS;
o sales of vertical applications already developed on Aradyme DBMS;
o sales of Aradyme development licenses for developers and resellers
and the resulting ongoing revenue from user licenses required at
workstations accessing applications developed or based on the
Aradyme DBMS; and
o training, support, upgrade protection, specialized development
modules/tools, and consultants.
The Aradyme DBMS uses a development platform that makes the resulting
applications dynamic for the life of the application. The Aradyme DBMS approach
enables rapid building of database applications in a drag-and-drop environment
that the acquired company believes is more powerful, flexible and yet more
affordable than leading alternatives. The technology means applications remain
100% open and flexible to real-time additions, modifications and changes,
allowing applications to continually evolve real-time with business processes,
even after data has been entered. The acquired company believes that
facilitating ongoing revisions, additions and enhancements without loss of data,
downtime, or expensive time-consuming re-architecture of the DBMS is an
important feature of the Aradyme DBMS approach.
The acquired company believes that this is different than current DBMS
software, which becomes difficult to change after the system is populated with
data. With the traditional approach, any future flexibility must generally be
anticipated and coded into the DBMS architecture before it is populated with
data. If possible future uses or applications are not properly anticipated and
incorporated into the initial architecture, subsequent revisions and changes
become costly and time-consuming and, in some instances, practicably impossible
to implement.
The Aradyme DBMS is designed to enable the user to revise, add to, or
enhance the application at any time during its life without the loss or
corruption of the data or expensive, time-consuming re-architecture. In
addition, database solutions by different development teams or different
companies using Aradyme DBMS can be integrated. The acquired company believes
that this enables the Aradyme DBMS users to deploy DBMS solutions faster, less
expensively, and with the ability to continue to customize and integrate
solutions as they continue to use the Aradyme DBMS software, in effect
increasing its functionality and efficiency over time, as compared with other,
traditional DBMS software, which tends to become obsolete through the increasing
limitations on program alterations as the database is populated with increasing
amounts of data.
The acquired company, a development-stage company, had $30,148 in
revenue for the fiscal year ended September 30, 2002, and had an accumulated
loss of $891,200 for the year ended September 30, 2002, and $1,109,980 for the
period from inception through September 30, 2002. For the quarter ended December
31, 2002, the acquired company reported revenue of $15,995 and a loss of
$215,937, for an accumulated loss of $1,325,917 from inception through December
31, 2002. As of December 31, 2002, the acquired company had stockholders' equity
(deficit) of ($124,041). The auditors' report for the year ended September 30,
2002, contained an explanatory paragraph regarding the ability of the acquired
company to continue as a going concern.
Since inception, the acquired company has relied on proceeds from the
sale of securities to fund its activities. From inception through December 31,
2002, the acquired company had required an aggregate of $1,171,000 in cash to
fund its operating activities and $23,000 to fund its investing activities, all
of which was provided by the $1,238,000 received from financing activities,
including approximately $1,139,000 in net proceeds from the sale of common and
preferred stock and approximately $126,000 net advances from a related party.
The acquired company estimates that it will require approximately $2.0
million in cash to fund its activities through December 31, 2003, which it will
seek to obtain principally through the sale of securities. The acquired company
has no commitment from any person to acquire all or any of such securities or to
provide funding through any other mechanism. The acquired company expects that
additional capital will be required in 2004 if it is unable to generate
sufficient revenues from commercialization of its Aradyme DBMS.
DIRECTORS AND EXECUTIVE OFFICERS
Prior to the Reorganization
Sole Director and Officer
Prior to the reorganization, Jehu Hand was the sole director and
executive officer of Albion. Jehu Hand, age 46, has been President and Chief
Financial Officer of Albion since its inception. Mr. Hand has been engaged in
corporate and securities law practice and has been a partner of the law firm of
Hand & Hand, Dana Point, California, since 1992. Since 1992 he has been a
registered principal (Series 7, 24 and 63) of SoCal Securities, Dana Point,
California], a securities broker-dealer and member of the National Association
of Securities Dealers, Inc. SoCal Securities does not make a market in Albion's
common stock. Mr. Hand was formerly a director and president of Las Vegas
Airlines, Inc., Las Vegas, Nevada, from May 1992 until June, 2002. In 1998, Las
Vegas Airlines purchased a controlling interest in Las Vegas Airlines, Inc., a
Nevada corporation, engaged in air charter operations in Las Vegas. In
mid-December 1998, Las Vegas Airlines, Inc. notified the FAA that it would
discontinue all flight operations effective immediately. Jehu Hand has a J.D.
degree from New York University School of Law and a B.A. degree from Brigham
Young University.
Committees and Board Meetings
Albion has no standing audit, nominating or compensation committees of
the board of directors or any committees performing similar functions.
Albion's sole director acted as a sole director, as evidenced by
written consents or minutes of director action, on six occasions.
Compliance with Section 16(a) of the Securities Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Albion's directors and executive officers, and persons who own more
than 10% of a registered class of the Albion's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of equity securities of Albion. Officers, directors and
greater than 10% stockholders are required to furnish Albion with copies of all
Section 16(a) forms they file.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to Albion for the period following the effectiveness of its
registration statement under Section 12(g) of the Securities Exchange Act on
December [15], 2002, until the end of its last fiscal year ended December 31,
2002, no person who, at any time during the most recent fiscal year, was a
director, officer, beneficial owner of more than 10% of any class of equity
securities of Albion, or any other person known to be subject to Section 16 of
the Securities Exchange Act failed to file, on a timely basis, reports required
by Section 16(a) of the Securities Exchange Act, except that Jehu Hand has not
filed his initial statement of beneficial ownership on Form 3.
After the Reorganization
Directors and Executive Officers
Upon closing the reorganization on March 31, 2003, the sole director
and officer of Albion resigned as president and, in his capacity as sole
director, appointed Kirk L. Tanner, president of the acquired company, as
president of Albion.
Pursuant to the Reorganization Agreement, the three following designees
of the acquired company have been appointed as directors of Albion to take
office no earlier than 10 days after this information statement is mailed to the
Albion stockholders and filed with the Securities and Exchange Commission. The
following table sets forth the name, age and position of each person who will
become a director of Albion.
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Name Age Position
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James R. Spencer 38 Chief Executive Officer and Director
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Kirk L. Tanner 44 President and Director
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Merwin D. Rasmussen 49 Chief Financial Officer, Corporate Secretary and Director
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The directors serve until the annual meeting of the stockholders and
until their successors are elected. The executive officers serve at the pleasure
of the board of directors. Unless described below, there are no family
relationships among any of the directors and officers. Each person currently
holds the position indicated in the acquired company and will be appointed to
the same position in Albion.
James R. Spencer has served as Aradyme's chief executive officer since
September 2001 and has been a director since February 2001. Before joining
Aradyme, Mr. Spencer was a founder, senior partner, and president at Tanner
Spencer Group, Orem, Utah, from June 1997 through June 2001, where he directed,
consulted and executed marketing and general business strategies and tactics for
both private and publicly-held companies and their products. From October 1993
to June 1997, Mr. Spencer worked for Novell, Inc., Orem, Utah, where he was
senior director of product line management and planning for the $1.2 billion
annual NetWare product offering. From December 1989 to October 1993, he worked
for SoftSolutions, Inc., Orem, Utah, a database application provider, where he
played a principal role in creating the document management and groupware
software category and directed SoftSolutions' marketing in its efforts to become
a market leader. He received his B.S. in Business Finance from Brigham Young
University.
Kirk L. Tanner has served as Aradyme's president since September 2001
and a director since February 2001. Prior to joining Aradyme, Mr. Tanner was a
founder, senior partner, and chief executive officer of Tanner Spencer Group,
Orem, Utah, from June 1997 to June 2001, consulting, directing and executing
marketing programs for both private and publicly-held companies. Mr. Tanner was
also employed by Ted Bates, an advertising agency located in Chicago, Illinois,
from June 1985 to February 1987, and BBDO, an advertising agency located in
Dallas, Texas, from February 1987 to March 1988. While with Ted Bates and BBDO,
Mr. Tanner managed accounts such as the Ben Hogan Golf Company, Pepsi, Eagle
Brand Snacks, and Kroger Food Stores. Mr. Tanner has managed the marketing and
communications programs for Novell, Inc. as director of marketing from March
1988 to August 1989 and as a marketing manager from June 1995 to June 1997, and
SoftSolutions, Inc. as director of corporate communications from October 1989 to
March 1990, and Wicat Systems as director of corporate communications and
marketing from March 1990 to September 1992, and Hales Allen as vice president
of account services working with companies like Josten Learning and WordPerfect
Corporation from September 1992 to February 1995. He earned a B.A. in
advertising from Brigham Young University, Salt Lake City, Utah, and an M.S. in
advertising from Northwestern University, Chicago, Illinois.
Merwin D. Rasmussen has been an independent contract anesthetist since
1982 and Chief of Obstetrical Anesthesia Department at Pioneer Valley Hospital
since 1986. Mr. Rasmussen has also served as Aradyme's corporate secretary and a
director from February 2001 to the present. Mr. Rasmussen also has been the
manager/director of Synergy Limited, LLC, which owns and operates a Golds Gym
fitness franchise in West Valley City, Utah, since June 2001. From June 1995 to
the present, Mr. Rasmussen has been an owner and director of Envirofresh, Inc.,
a finance company located in Salt Lake City, Utah, from July 1995 to the
present. Additionally, he has been the chief executive officer and board member
of Eagle Rock Funding, Salt Lake City, Utah, a mortgage finance company, since
July 1999. Mr. Rasmussen received a degree in anesthesia in 1980 from
Minneapolis School of Anesthesia.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this information
statement, the outstanding common stock owned of record or beneficially by each
person who owned of record, or was known by the acquired company or Albion, as
the case may be, to own beneficially, more than 5% of issued and outstanding of
the acquired company and Albion, respectively, and the name and share holdings
of each director and all of the executive officers and directors of the acquired
company and Albion, respectively, as a group, together with the ownership of the
foregoing in Albion after giving effect to the completion of the reorganization:
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After Reorganization
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Before Reorganization Percent of Outstanding
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Security Number(1) Percent Number Primary Diluted(2)
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Currently held in Albion
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Jehu Hand, sole director, Common stock 815,800 53.4% 815,800 5.5% 5.1%
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Kimberly Peterson Common stock 93,850 6.1 93,850 0.6 0.6
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All other Albion Common stock 617,350 40.4 617,350 4.2 3.8
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1,527,000 100.0% 1,527,000 10.4 9.5
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Currently held in Aradyme
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Aradyme principal
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Jenkins Family Trust Common stock 2,900,000 22.1% 2,900,000 19.6 18.0
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Daniel Faust Common stock 2,000,000 15.3 2,000,000 13.5 12.4
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Leonard Cooke Common stock 2,000,000 15.3 2,000,000 13.5 12.4
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Lynn Rob Ledbetter Common stock 901,056 6.9 901,056 6.2 5.6
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Wade R. Cook Common stock 684,998 5.2 684,998 4.6 4.2
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Aradyme directors:
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James R. Spencer 3 Common stock 977,250 7.5 977,250 6.6 6.1
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Kirk L. Tanner 3 Common stock 975,250 7.4 975,250 6.6 6.0
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Merwin D. Rasmussen 3 Common stock 975,000 7.4 975,000 6.6 6.0
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Options 1,000,000 7.1 1,000,000 6.3 5.8
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1,975,000 14.0 1,975,000 11.8 10.9
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All Aradyme directors and Common stock 2,927,500 22.1 2,927,500 19.8 18.1
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Options 1,000,000 7.0 1,000,000 6.8 6.2
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3,927,500 27.6 3,927,500 26.6 24.3
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Preferred stock Common Stock 120,000 0.9 120,000 0.8 0.7
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All other Aradyme Common stock 1,700,020 19.7 1,700,020 11.5 10.5
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Common stock subscriptions 1,391,000 8.6
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13,233,574 100.0% 14,624,574 90.5
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16,151,574 100.0%
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(1) Except as otherwise noted, shares are owned beneficially and of record, and
such record stockholder has sole voting, investment and dispositive power.
(2) Gives effect to the issuance of common stock on the payment of
outstanding subscriptions and the exercise of outstanding options.
(3) The prinicipal address of these persons is c/o the company at 677 East 700
South, Suite 201, American Fork, Utah 84003.
EXECUTIVE COMPENSATION
Albion has not paid any remuneration or compensation to any current
executive officer, director or nominee for appointment as an executive officer
or director of Albion, except that Mr. Hand uses unimproved real estate acquired
by Albion in September 2002 for vehicle storage. The value of such storage space
is estimated to be $400 per month. Albion has no stock option, retirement,
pension or profit-sharing programs for the benefit of directors, officers or
other employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, Mr. Hand has advanced general administrative
operating expenses of Albion of less than $5,000 per year, and these amounts
have been classified as related-party payables. The amount of $1,249 was
contributed to capital by Mr. Hand upon completion of the 2001 initial public
offering. Those expenses related to the purchase and maintenance of aircraft and
other expenses of the operating subsidiary, Svetlana Aviation, have been
accounted for as contributions to capital, and were $500, $40,063 and $41,770,
for the years ended December 31, 2001, 2000 and 1999, respectively. Mr. Hand's
contributions have consisted only of cash.
Albion acquired a Cessna 421B in December 1998 from an unrelated party,
an aircraft broker in Mississippi. The purchase price of $159,400 was paid
$16,000 in cash and $143,900 in debt financing from Greentree Financial. The
loan is payable over seven years in monthly installments of $2,297, and the
interest rate is 8.75% per annum. Mr. Hand guaranteed the loan that financed the
purchase of the aircraft. The aircraft was sold in January 2002 for $122,000,
resulting in a net gain on resale of $40,076. In December, Albion bought a
Mooney aircraft for $45,200. Mr. Hand also guaranteed the loan of $40,410 and he
loaned $4,490 of the down payment (subsequently repaid to him in January 2002).
In the event Albion defaults on the loan, Mr. Hand would be personally liable
for any unpaid balance, and he might have the right as guarantor to take
possession of or sell the aircraft.
*******
This information statement is provided to you for information purposes only. No
action by you is sought or required.