RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SELECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATIGEN.COM, INC.
3191 North Canyon Road
Provo, Utah 84604
May 31, 2002
This report is furnished by the Board of Directors of Datigen.com, Inc., a
Utah corporation (the "Company"), to the holders of common stock of Datigen to
provide notice of a change in management. On May 16, 2002, the Board of
Directors approved resolutions appointing M. Ballard Gardner and Matthew Haney
to serve as directors of Datigen effective June 10, 2002, to fill vacancies
resulting from the resignations of Tracy Livingston and Josh James. These
appointees will constitute a majority of the members of the board of directors.
As a result of the foregoing there has been a change of control in management of
Datigen.
This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are not
required to respond to this report.
This report will be delivered to shareholders on or about May 31, 2002.
DIRECTORS, EXECUTIVE OFFICERS, AND NOMINEES;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Officers
The following table sets forth certain information for each officer,
director and director appointee of Datigen.
Name Age Positions (1) Since
Joseph F. Ollivier 60 President, Chief Executive Officer and 1999
Director
M. Ballard Gardner 70 Operations Manager and Director Appointee N/A
Matthew Haney 25 Vice President - Marketing and Director N/A
Appointee
The following is information on the business experience of each officer,
director and director appointee.
Joseph F. Ollivier. Since 1995, Mr. Ollivier has been a managing member of
First Capital Funding, LLC, a private mortgage company, where he supervises loan
activity. Mr. Ollivier has served since July 1999, as an officer and director of
Mountain Oil, Inc., a public company engaged in the business of oil and gas
exploration and development.
M. Ballard Gardner. M. Ballard Gardner. Starting in 1992, Mr. Gardner owned
and operated Amerex the predecessor to Precision Concrete Cutting. Previous to
Amerex he was employed as operations manager at Mini World, Inc. a high volume,
clothing manufacturer.
Matthew Haney. Mr. Haney graduated with a bachelor's degree in economics
from Brigham Young University in Provo, Utah in December 2000. While in school
Mr. Haney owned and operated from January 2000 through April 2001, Keystone
Advisors, LC, a payroll service company for employers. Since December 2000, Mr.
Haney has been employed by First Capital Funding, LLC, where he supervises loan
activity.
EXECUTIVE COMPENSATION
Compensation
No cash compensation was paid to the present executive officers of Datigen
during the years ended December 31, 2001 and 2000. On November 2, 2000, we
granted to J. Tracy Livingston options to purchase 20,000 shares of common stock
each at an exercise price of $1.50, which was the fair value for the common
stock on that date. The options are vested and expire October 1, 2004 . The
options were issued to compensate him for services rendered to Datigen during
2000, for which he received no other compensation.
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In connection with the acquisition of our trip hazard removal business in
January 2002, we entered into a two-year employment agreement with M. Ballard
Gardner under which he will be employed full time at an annual salary of
$75,000. After the initial two-year term, the employment agreement will renew
automatically annually, subject to the right of either party to terminate on 60
days advance notice. Datigen may terminate Mr. Gardner's employment for cause as
defined in the agreement. In February 2002, we appointed Mr. Gardner to the
position of Operations Manager, and granted to him an option to purchase 10,000
shares of common stock at an exercise price of $1.06 per share, which was the
fair value for the common stock on the grant date. The options expire on the
earlier of February 12, 2005 or 90 days following the date on which Mr. Gardner
ceases to serve as either an executive officer, director, or full-time employee.
Mr. Haney in connection with his efforts as VP-Marketing received an option
to purchase 10,000 shares of common stock at an exercise price of $1.40 per
share on May 15, 2002 and receives a monthly salary of $1,500. There is no
employment agreement in place.
Mr. Ollivier, received options to purchase 10,000 additional options at
$1.40 per share in connection with his role as President and CEO of the company
and in exchange for services provided to Datigen during 2001, for which he
received no other compensation.
Stock Options
In January 2000, Datigen granted to each of the directors a non-qualified
option to purchase 25,000 shares of common stock on or before December 31, 2002,
at an exercise price of $2.25 per share, which was the fair market value of
Datigen common stock based on the trading price for Datigen's securities on the
date of grant. No options were granted to any employee or executive officer
during the year ended December 31, 2001. The following table sets forth certain
information with respect to unexercised options held by our executive officers
as of December 31, 2001.
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at Options/SARs at
Name December 31, 2001 December 31, 2001 ($)
Exercisable/ Unexercisable Exercisable/ Unexercisable (1)
Joseph Ollivier, 25,000/ 0 0/ 0
President
J. Tracy Livingston, 45,000/ 0 0/ 0
Sec./ Treas.
(1) This value is determined on the basis of the difference between the average
of the high bid and asked prices on December 29, 2001, of the securities
underlying the options and the exercise price.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Datigen's directors and executive officers, and
persons who own more than 10 percent of the common stock, to file with the
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Securities and Exchange Commission (the "SEC") initial reports of beneficial
ownership ("Form 3") and reports of changes in beneficial ownership of common
stock and other equity securities of Datigen ("Form 4"). Officers, directors,
and greater than 10 percent shareholders of Datigen are required by SEC
regulations to furnish to Datigen copies of all Section 16(a) reports that they
file. To our knowledge, based solely on a review of the copies of such reports
furnished to us, all Section 16(a) filing requirements applicable to its
officers, directors, and greater than 10 percent beneficial owners were complied
with for the year ended December 31, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2002, the number and
percentage of the 850,000 outstanding shares of common stock which, according to
the information supplied to Datigen, were beneficially owned by (i) each person
who is currently a director and director appointee, (ii) each executive officer,
(iii) all current officers and director appointees as a group and (iv) each
person who, to the knowledge of Datigen, is the beneficial owner of more than
five percent of the outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power with respect
to all shares beneficially owned, subject to community property laws where
applicable.
Common Percent of
Shares Class(1)
Name and Address
Joseph Ollivier (2) 140,500 15.9
4643 N. Mile High
Provo, UT 84604
M. Ballard Gardner (2) 185,000 21.5
444 North 550 East
Orem, UT 84097
Matthew Haney (2) 10,000 1.2
1368 South Alpine Loop
Provo, Utah 84606
All officers and director appointees (3 335,500 37.1
persons)
(1) These figures represent the percentage of ownership of the named individuals
assuming each of them alone has exercised his or her options, and percentage
ownership of all officers and directors of a group assuming all such purchase
rights held by such individuals are exercised.
(2) These figures include, for Mr. Gardner options to purchase 10,000 shares at
an exercise price of $1.06 per share, for Mr. Ollivier options to purchase
25,000 shares at an exercise price of $2.25 per share and options to purchase
10,000 shares at an exercise price of $1.40 per share, and for Mr. Haney options
to purchase 10,000 shares at an exercise price of $1.40 per share.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Datigen uses office space provided by Joseph F. Ollivier, an officer and
director, free of charge. Datigen previously leased a garage and storage space
located at the residence of M Ballard Gardner, our Operations Manager, a
director appointee, and a principal stockholder, in Orem, Utah at a monthly
rental rate of $600. Datigen now rents an office and warehouse space located at
938 North State Street; Orem, Utah at a monthly rental rate of $1,440.
In connection with the acquisition of our trip hazard removal business in
January 2002, we entered into a two-year employment agreement with M. Ballard
Gardner under which he will be employed full time at an annual salary of
$75,000. After the initial two-year term, the employment agreement will renew
automatically annually, subject to the right of either party to terminate on 60
days advance notice. Datigen may terminate Mr. Gardner's employment for cause as
defined in the agreement. In February 2002, we appointed Mr. Gardner to the
position of Operations Manager, and granted to him an option to purchase 10,000
shares of common stock at an exercise price of $1.06 per share, which was the
fair value for the common stock on the grant date. The options expire on the
earlier of February 12, 2005 or 90 days following the date on which Mr. Gardner
ceases to serve as either an executive officer, director, or full-time employee.
At December 31, 2001, Datigen has outstanding $211,000 in notes receivable
from a finance company owned and controlled by Joseph F. Ollivier, an officer
and director of Datigen. The notes are secured by real property and bear
interest at the rate of 10 percent per annum. Interest is payable monthly and
the notes are due in August 2002.
Datigen.com, Inc.
By Order of the Board of Directors