UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
CONCENTRAX, INC.
(Name of Registrant as Specified In Its Charter)
NEVADA 000-32459 65-0887846
(State or other jurisdiction (Commission (IRS Employer
of incorporation) Identification No.) File Number)
2400 Augusta Place, Suite 425
Houston, Texas 77057
(Address of principal executive offices)
(888) 340-9715
(Registrant's telephone number, including area code)
CONCENTRAX, INC.
2400 Augusta Place, Suite 425
Houston, Texas 77057
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
This Information Statement is being mailed on or about July 27, 2005, by
Concentrax, Inc. (the "Company") to the holders of record of shares of its
common stock as of the close of business on July 22, 2005. This information
statement is provided to you for information purposes only. We are not
soliciting proxies in connection with the items described in this Information
Statement. You are urged to read this Information Statement carefully. You are
not, however, required to take any action.
You are receiving this Information Statement in connection with the
appointment of three new members to the Company's Board of Directors, in
connection with a change in control of the Company. On June 8, 2005 Concentrax,
Inc. (the "Company") completed the sale of 10,000,000 shares (the "Shares") of
the Company's common stock and cashless warrants (the "Warrants") to purchase
1,000,000 shares of the Company's common stock to Pluris Opportunity Fund, L.P.,
an accredited investor. The Shares and Warrants were sold at a per unit price of
$0.025 for gross proceeds totaling $250,000. Since completion of the initial
investment, Pluris Opportunity Fund, L.P. has provided additional financing to
the Company of approximately $30,000.
In connection with the sale of the Shares and the Warrants by the Company
to Pluris Opportunity Fund, L.P., on June 28, 2005, Robert D. Francis was
appointed to the position of Chief Executive Officer of the Company and Steven
H. Grant was appointed to the positions of Chief Financial Officer and Secretary
of the Company. Also on June 28, 2005, Mark Gifford resigned as Chief Executive
Officer of the Company, Paul Smith resigned as Chief Financial Officer and
Treasurer of the Company, and Robert Michael Looney resigned as Secretary of the
Company. Robert D. Francis, Steven H. Grant and Gerry Chastelet are currently
director nominees of the Company, all of whom the Company plans to appoint as
directors approximately ten days after the date the Company mails this
Information Statement to all holders of record of the Company's common stock.
It is contemplated that Messrs. Gifford and Smith will concurrently resign
from the Company's Board of Directors as soon as the nominees listed above begin
to serve in their capacity as members of the Company's Board of Directors.
The information contained in this Information Statement concerning each
person chosen for the Company's Board of Directors has been furnished to the
Company by each individual, and the Company assumes no responsibility for the
accuracy, completeness or fairness of any of that information.
1
CERTAIN INFORMATION REGARDING THE COMPANY
Changes in the Company's Board of Directors - The present directors of the
Company consist of Mark Gifford, Robert Michael Looney and Paul A. Smith. The
Board of Directors has approved the following director nominees to fill
vacancies created by an increase in the number of directors on the Board: Robert
D. Francis, Steven H. Grant and Gerry Chastelet.
Description of Capital Stock
The Company's authorized capital consists of common stock and preferred
stock, both having a par value of $.001 per share. The authorized classes, and
the amount or number of each which are authorized and outstanding as of July 22,
2005, are as follows:
AUTHORIZED OUTSTANDING
----------- -----------
Common Stock 100,000,000 39,092,124
Preferred Stock 10,000,000 -0-
Common Stock
The Company's authorized common equity consists of 100,000,000 shares of
common stock, with $.001 par value per share, of which 39,092,124 shares are
currently issued and outstanding. Shareholders: (i) have general ratable rights
to dividends from funds legally available therefore, when, as and if declared by
the Board of Directors; (ii) are entitled to share ratably in all of the
Company's assets available for distribution to shareholders upon liquidation,
dissolution or winding up of the Company's affairs; (iii) do not have
preemptive, subscription or conversion rights, nor are there any redemption or
sinking fund provisions applicable thereto; and (iv) are entitled to one vote
per share on all matters on which shareholders may vote at all shareholder
meetings.
The common stock does not have cumulative voting rights, which means that
the holders of more than fifty percent of the common stock voting for election
of directors can elect one hundred percent of the directors if they choose to do
so. The Company has not paid any dividends on its common stock and the Company
does not anticipate that any dividends will be paid in the foreseeable future.
Dividends upon preferred shares must have been paid in full for all past
dividend periods before distribution can be made to the holders of common stock.
In the event of a voluntary or involuntary liquidation, all of our assets and
funds remaining after payments to the holders of preferred stock will be divided
and distributed among the holders of common stock according to their respective
ownership.
Preferred Stock
The 10,000,000 shares of preferred stock authorized are undesignated as to
preferences, privileges and restrictions. As the shares are issued, the
Company's Board of Directors must establish a "series" of the shares to be
issued and designate the preferences, privileges and restrictions applicable to
that series. To date, the Board of Directors has not designated any series of
preferred stock.
Dividend Policy
The Company has not paid any dividends since its formation. The Company's
operations are capital intensive and the Company needs working capital. To date,
the Company has not generated any meaningful revenue from its products, and
cannot determine if, or when, meaningful revenues will be realized. Therefore,
the Company will be required to reinvest any future earnings in its operations.
Accordingly, the Board of Directors has no present intention of declaring any
cash dividends. The future declaration and payment of dividends will be
determined by the Board of Directors after considering the conditions then
existing, including earnings, financial condition, capital requirements, and
other factors.
2
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of July 22, 2005
with respect to the beneficial ownership of the outstanding common stock by (i)
any holder of more than five (5%) percent; (ii) each of the named executive
officers, directors and director nominees; and (iii) the Company's directors,
director nominees and named executive officers as a group. Except as otherwise
indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned.
Common Stock Percentage of
Name of Beneficial Owner (1) Beneficially Owned (2) Common Stock (2)
---------------------------------- ------------------------- -----------------
Mark Gifford 927,000 2.4%
Paul A. Smith 1,019,375 2.6%
Robert Michael Looney 725,000 1.9%
Steven H. Grant (3) 0 0%
Gerry Chastelet (3) 0 0%
Robert D. Francis (3) 0 0%
Pluris Opportunity Fund, L.P. (4) 11,000,000 27.4%
---------------------------------- ------------------------- -----------------
All named executive officers, directors 2,671,375 6.8%
and director nominees as a group (6
persons)
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
Concentrax, Inc., 2400 Augusta Place, Suite 425, Houston, Texas 77057.
(2) Applicable percentage ownership is based on 39,092,124. shares of common
stock outstanding as of July 22, 2005, together with securities exercisable
or convertible into shares of common stock within 60 days of July 22, 2005
for each stockholder. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common
stock that are currently exercisable or exercisable within 60 days of July
22, 2005 are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership of such
person, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
(3) Messrs. Grant, Chastelet and Francis are limited partners in Pluris
Opportunity Fund, L.P. As limited partners, Messrs. Grant Chastelet and
Francis do not have voting or investment control over the securities held
by Pluris Opportunity Fund, L.P.
(4) Includes 1,000,000 shares of common stock issuable upon exercise of
outstanding common stock purchase warrants with an exercise price equal to
80% of the average bid price for the 20 trading days prior to the date of
any exercise. Such common stock purchase warrants expire on June 8, 2010.
Pluris Partners, Inc. is the General Partner of Pluris Opportunity Fund,
L.P. Michael O'Derrick, as President of Pluris Partners, Inc., has voting
and investment control over the securities held by Pluris Opportunity Fund,
L.P.
Directors, Director Nominees and Executive Officers
Below are the names and certain information regarding the Company's current
executive officers, directors and director nominees. The Company plans to
appoint the below director nominees to its Board of Directors approximately ten
days after the date the Company mails this Information Statement to
shareholders. None of the Company's directors, director nominees, officers or
affiliates is involved in a proceeding adverse to the Company or has a material
interest adverse to the Company.
- -------------------------- ----- -----------------------------------------------
Name Age Position
- -------------------------- ----- -----------------------------------------------
Robert D. Francis 69 Chief Executive Officer and Director Nominee
- -------------------------- ----- -----------------------------------------------
Steven H. Grant 45 Chief Financial Officer, Secretary and
Director Nominee
- -------------------------- ----- -----------------------------------------------
Mark Gifford 60 Chairman of the Board of Directors
- -------------------------- ----- -----------------------------------------------
Paul A. Smith 53 Director
- -------------------------- ----- -----------------------------------------------
Robert Michael Looney 55 Director
- -------------------------- ----- -----------------------------------------------
Gerry Chastelet 58 Director Nominee
- -------------------------- ----- -----------------------------------------------
3
Background of Executive Officers, Directors and Director Nominees
Officers are elected annually by the Board of Directors (subject to the
terms of any employment agreement), at our annual meeting, to hold such office
until an officer's successor has been duly appointed and qualified, unless an
officer sooner dies, resigns or is removed by the Board. There are no family
relationships between any of our directors, executive officers or persons
nominated or charged to become a director or executive officer.
The Company does not currently have a standing audit, nominating or
compensation committee of the Board of Directors, or any committee performing
similar functions. The Company's Board of Directors currently performs the
functions of audit, nominating and compensation committees. The Board of
Directors does not have a nominating committee charter. Messrs. Gifford, Smith
and Looney participate in the consideration of Director Nominees. None of
Messrs. Gifford, Smith or Looney are considered independent directors as defined
by any national securities exchange registered pursuant to Section 6(a) of the
Securities Exchange Act of 1934 or by any national securities association
registered pursuant to Section 15A(a) of the Securities Exchange Act of 1934.
Robert D. Francis, Chief Executive Officer and Director Nominee. On June
28, 2005, Mr. Francis was appointed Chief Executive Officer of the Company. Mr.
Francis also a director of WaveRider Communications Inc., a public company whose
common stock is quoted on the OTC Bulletin Board. Mr. Francis has been the
Managing Partner of Milford Communications Partners LLC since 1993. Milford
Communications Partners is a technology consulting firm specializing in wireless
communications and automatic vehicle location systems. Mr. Francis also serves
on the Advisory Board of Pluris Partners, Inc., the fund manager for the Pluris
Opportunity Fund, L.P. Since 2003, Mr. Francis has served on the Board of Calmar
Research Corporation and its newly formed subsidiary, Calmar Telematics, LLC. In
2004 he helped found, is a major shareholder in and is on the Board of Cirrus
Communications Pty. Ltd, Sydney, Australia, an operator of fixed broadband
wireless networks. From June 2002 to May 2003, Mr. Francis served on the Board
of SkyLynx Communications, a public company whose common stock is quoted on the
OTC Bulletin Board. Mr. Francis has a Bachelor of Arts degree from Hendrix
College, Conway, Arkansas
Steven H. Grant, Chief Financial Officer, Secretary and Director Nominee.
On June 28, 2005, Mr. Grant was appointed Chief Financial Officer and Secretary
of the Company. Mr. Grant is currently a director of WaveRider Communications
Inc., a public company whose common stock is quoted on the OTC Bulletin Board.
Since 2001, Mr. Grant has been the General Partner in Optima Partners, LLP, a
partnership focused on real estate investment and property management. From 1997
to 2001, Mr. Grant was Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary of Digital Lightwave, Inc., a public company
whose common stock is quoted on the OTC Bulletin Board. Mr. Grant has also
served in similar capacities for Silver King Communications, Inc. from 1992 to
1996, and at Precision Systems, Inc. from 1996 to 1997. Mr. Grant has a masters
in business administration from the University of South Florida and is a former
Certified Public Accountant in Florida and Texas.
Mark Gifford, Chairman of the Board of Directors. Mr. Gifford is currently
Chairman of the Company's Board of Directors and has held that position since
January 29, 2001. In addition, Mr. Gifford was Chief Executive Officer of the
Company from January 29, 2001 until June 28, 2005. In April of 1998, Mr. Gifford
founded American Tracking Service, Inc., where he served as President and
Director until the company was voluntarily dissolved on December 18, 2000. From
1995 though April of 1998, Mr. Gifford was an automotive security systems
consultant, marketing his own electronic security devices to rental car
companies and commercial fleets nationwide.
Paul A. Smith, Director. Mr. Smith is currently a director of the Company
and has held that position since January 29, 2001. In addition, Mr. Smith was
Chief Financial Officer and Treasurer of the Company from January 29, 2001 until
June 29, 2005. From February of 1994 through the present, Mr. Smith has been a
Geological Consultant to the oil and gas exploration industries, identifying
drill-sites through his examination and analysis of geological and geophysical
data. Over the past decade, Mr. Smith has provided geological consulting
services to the following companies, among others: Pennzoil Exploration and
Production Company, Dolomite Resources, Strand Energy and Columbia Gas
Development, where he served as Senior Geologist.
4
Robert Michael Looney, Director. Mr. Looney is currently a director of the
Company and has held that position since January 29, 2001. In addition, Mr.
Looney was Secretary of the Company from January 29, 2001 until June 28, 2005.
In August of 2000, Mr. Looney founded Thorp Petroleum, Inc., where he is
involved in strategic business development and marketing. Mr. Looney also was a
founder of Cymraec Exploration, Inc., which was formed in July of 2000. From
1996 to the present, Mr. Looney has served and continues to serve as President
of Ballistic Sports Images, Inc. Mr. Looney served as Vice President and
Secretary of Apogee, Inc. from May of 1995 through December of 1999. From
January of 1998 though December of 1999, Mr. Looney served as Vice President of
New Ventures for Esenjay Exploration, Inc.
Gerry Chastelet, Director Nominee. Mr. Chastelet retired from active
operational activities in the technology industry in 2002 to manage his personal
investments. Mr. Chastelet is currently a director of WaveRider Communications
Inc., a public company whose common stock is quoted on the OTC Bulletin Board,
and a director of Technology Research Corporation, a public company whose common
stock is quoted on the Nasdaq National Market. From December 1998 to January
2002, Mr. Chastelet was the President, Chairman and Chief Executive Officer of
Digital Lightwave, Inc., a public company whose common stock is quoted on the
OTC Bulletin Board. From December 1995 to October 1998, Mr. Chastelet served as
President and Chief Executive Officer of Wandel and Goltermann Technologies,
Inc., a global supplier of communication test and measurement equipment. Mr.
Chastelet holds a degree in electronics engineering from Devry Institute of
Technology and is a graduate of the University of Toronto Executive Masters in
Business Administration program.
Shareholder Communications
The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures. The Board of Directors has not adopted a
procedure to recommend nominees for the Board of Directors.
Executive Compensation
The following table sets forth information concerning the total
compensation that we have paid or that has accrued on behalf of our principal
executive officer and other executive officers with annual compensation
exceeding $100,000 during the years ended December 31, 2004, 2003 and 2002.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
-------------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ------------------------------ ------------
Restricted Securities All
Other
Annual Under-lying Other
Name and Bonus Compen- Stock Award(s) Options/ LTIP Compen-
Principal Position Year Salary ($) ($) sation ($) ($) SARs (#) Payouts ($) sation ($)
- ---------------------------- -------- -------------- --------- ------------ ----------------- ------------ ------------ ------------
Mark Gifford, 2004 $72,000 (2) -0- -0- -0- -0- -0- -0-
Former Chief 2003 $69,000 -0- -0- -0- -0- -0- -0-
Executive Officer (1) 2002 $60,000 -0- -0- -0- -0- -0- -0-
(1) Mr. Gifford resigned from the position of Chief Executive Officer of
the Company on June 28, 2005.
(2) $71,600 of the $72,000 has been deferred and is accrued and payable to
Mr. Gifford (See "Certain Relationships and Related Transactions" on
page 6 of this Information Statement)
Compensation of Directors
The Company's outside directors receive 5,000 shares of our restricted
common stock monthly subject to an annual vesting period for their service on
the Board, and the Company's employee directors receive 2,500 restricted shares
monthly, also subject to an annual vesting period.
5
Certain Relationships and Related Transactions
On June 8, 2005, the Company completed the sale of 10,000,000 shares of the
Company's common stock and cashless warrants to purchase 1,000,000 shares of the
Company's common stock to Pluris Opportunity Fund, L.P. for aggregate gross
proceeds totaling $250,000. Robert D. Francis serves on the Advisory Board of
Pluris Partners, Inc., the fund manager for Pluris Opportunity Fund, L.P. In
addition, Robert D. Francis, Steven H. Grant and Gerry Chastelet have a minor
passive investment as limited partners in Pluris Opportunity Fund, L.P.
Paul Smith, former Chief Financial Officer of the Company, has made three
loans to the Company: (i) On October 11, 2003, Mr. Smith loaned the Company
$11,911, of which $8,522 is currently outstanding; (ii) On March 25, 2004, Mr.
Smith loaned the Company $10,200, of which $10,200 is currently outstanding; and
(iii) on June 15, 2004, Mr. Smith loaned the Company $11,210, of which $11,210
is currently outstanding. Each of these loans bears interest at the rate of 15%
per annum. As of June 30, 2005, $8,481.84 of the total principal amounts owed to
Mr. Smith have been paid so that the current remaining balance is $21,450.16.
Robert Michael Looney, a director and former Secretary of the Company, made
a total of eight loans over a period ranging from July 22, 2004 to April 23,
2005 to the Company. The total principal amount of these loans is approximately
$35,035, which bears interest at the rate of 15% per annum. As of May 31, 2005,
$34,630 of the principal amount was outstanding.
Mark Gifford, Chairman and former Chief Executive Officer of the Company,
has loaned the Company a total of $85,000, which bears interest at the rate of
15% per annum. As of June 30, 2005, the principal amount of this loan has been
paid.
As of May 31, 2005, the Company owed the following employees the amounts
indicated as past due wages and salaries: Paul Smith - $37,415; Mark Gifford -
$71,600; Edward Wadsworth - $41,120; and Josh Choi - $25,120.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of change in ownership of
common stock and other equity securities of the Company. Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely upon
a review of Forms 3 and 4 and amendments thereto furnished to the Company under
Rule 16a-3(e) during the fiscal year ended December 31, 2004 and Forms 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended December 31, 2004 the Company believes that during the fiscal year ended
December 31, 2004 the Company's executive officers, directors and all persons
who own more than ten percent of a registered class of the Company's equity
securities complied with all Section 16(a) filing requirements.
6
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
CONCENTRAX, INC.
/s/ Robert D. Francis
---------------------
Robert D. Francis
Chief Executive Officer
7