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Notice of Corporate Name Change
To Be Effected July 25, 2001
To Stockholders of The IXATA Group, Inc.:
On June 12, 2001 our Board of Directors adopted an amendment to IXATA's
Certificate of Incorporation to change the name of the Company from "The IXATA
Group, Inc." to "RFP Express Inc."
As of June 12, 2001, the holders of a majority of our outstanding shares of
voting stock approved the corporate name change by a written consent signed by
each of these stockholders in accordance with Delaware law.
The name change will become effective at the close of business on July 25, 2001.
This letter and the accompanying information statement are being distributed to
you, our stockholders, in accordance with the requirements of (S) 228(d) of the
Delaware general corporation law and (S) 14(c) of the Securities Exchange Act of
1934.
By Order of the Board of Directors, July 5, 2001
Michael W. Wynne
Chairman of the Board
8989 Rio San Diego Drive #160, San Diego, California 92108.
Phone (800) 473-6748 www.ixata.com
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[X] Preliminary information statement
[_] Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
[_] Definitive information statement
The IXATA Group, Inc.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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The IXATA Group, Inc.
Information Statement
General Information for Stockholders
RFP Express(SM) is our flagship service and is the first of a family of new
Internet-based e-commerce services developed to meet the needs of a broad
spectrum of clients in the hotel, hospitality and corporate travel industries.
RFP Express automates the request for proposal (or RFP) process in the
hospitality services market. This process typically involves hundreds or, in
some cases, thousands of properties worldwide. RFP Express integrates a user-
friendly Internet interface, sophisticated data-warehousing system, powerful
relational data base systems combined with e-mail and fax technologies to
deliver automated solutions for creating, sending, receiving and managing the
RFP process. By automating the RFP process, RFP Express provides dramatic cost
savings to our users.
Since we acquired IXATA.COM in July 1999, we have achieved more than 300% growth
in our corporate customer base. Although we cannot guaranty that such rapid
growth can be sustained, we believe that it attests to the success of our RFP
Express product.
The Board of Directors believes it is in the best interest of the Company to
change its corporate name to "RFP Express Inc." to capitalize upon the success
of our RFP Express service and to establish an image that is consistent with our
focus on the RFP Express product family. Since launching our service in 1998,
we have created a strong and recognized brand name, RFP Express, with a solid
client base of over 75 of the Fortune 500 companies, and an equally significant
number of hotel chains and properties worldwide. We intend to capitalize on
this brand as we expand our products and services. We will establish the
Company as the premier web-based tool for managing the purchase of travel and
related services. The Company and its services are now one.
Our common stock is traded on the Nasdaq Over-the-Counter Bulletin Board under
the symbol "IXTA." To reflect the name change, we intend to change the symbol to
"RFPE," if it is available.
This information statement is being furnished to you in connection with an
amendment to our Certificate of Incorporation to effect the name change.
Section 242(b) of the Delaware general corporation law provides that every
amendment to the Certificate of Incorporation of a Delaware corporation must
first be adopted by a resolution of the Board of Directors and then be subject
to the approval of stockholders owning a majority of the stock entitled to vote
on the amendment. Accordingly, our Board of Directors adopted the amendment by
unanimous written consent pursuant to (S) 141 of Delaware law. The holders of a
majority of our outstanding shares of voting stock adopted and approved the
amendment by a written consent pursuant to (S) 228.
Pursuant to (S) 228 of Delaware law, we are required to provide prompt notice of
the taking of the corporate action without a meeting to the stockholders of
record who have not consented in writing to the action. This information
statement is intended to provide you with the required notice. The amendment is
the only matter covered by this information statement. We are mailing this
information statement on or about July 5, 2001 to our stockholders of record as
of the close of business on June 12, 2001. Our stockholders are not entitled to
any dissenters' or appraisal rights under Delaware law as a result of the
approval of the amendment.
We are not asking you for a proxy and request that you not send us a proxy.
Vote Required
The stockholder vote required to approve the amendment to our Certificate of
Incorporation is the affirmative vote of the holders of a majority of our
outstanding shares of voting stock. There are 14,325,543 shares of our common
stock, par value $0.001 per share, and 1,495,461 shares of our Series C
convertible preferred stock, par value $0.001 per share, outstanding. The
holders of the preferred and common stock vote together as a single class on all
matters presented for the vote of our stockholders. Each holder of common stock
is entitled to one vote for each share held, while each preferred stock holder
may cast a number of votes equal to the number of shares of common stock
issuable upon conversion of his or her preferred stock, presently ten shares of
common for each preferred share. The record date for purposes of determining
the number of outstanding shares of stock, and for determining stockholders
entitled to vote, is the close of business on June 12, 2001, the day on which
the Board of Directors adopted the amendment. As of June 12, 2001, the Company
had outstanding 14,325,543 shares of common stock and 1,495,461 shares of
preferred stock, or, giving effect to the ten for one voting rights of the
preferred stock, shares entitled to a total of 29,280,153 votes. Therefore, the
affirmative vote of the holders of shares entitled to 14,640,077 votes is
required to approve the amendment.
Vote Obtained
Section 228 of the Delaware general corporation law provides that the written
consent of the holders of outstanding shares of voting stock, having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the matter were
present and voted, may be substituted for a special meeting. In order to
eliminate the cost and delay involved in holding a special meeting and in order
to effect the name change as soon as possible, the Board of Directors decided to
obtain the written consent of the holders of a majority of our outstanding
voting shares.
The directors, executive officers and other stockholders who adopted the
resolutions to amend the Certificate of Incorporation to change the name of the
Company collectively own 6,061,875 shares of common stock and 1,395,461 shares
of preferred stock or 68.4% of the Company's outstanding voting stock. The
amendment and name change will be effective at the close of business on July 25,
2001. At that time Article I of the Company's Certificate of Incorporation will
be amended to read: "The name of the corporation is RFP Express Inc."
Security Ownership of Principle Holders and Management
The following table includes, as of June 12, 2001, information regarding the
beneficial ownership of the our common stock, by each stockholder known by us to
be the beneficial owner of more than 5% of the outstanding shares of the common
stock, each director, each executive officer included in our 2000 executive
compensation table and all directors and executive officers as a group.
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Beneficial Ownership (2)
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Common Common Series C Series C
Stock Stock Stock Preferred Preferred
Name and Address (1) Common Warrants Options (3) Stock (4) Warrants (5) Total (6) Percent (7)
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Zimri C. Putney (8) -- 1,500,000 -- 1,305,461 1,270,000 27,254,610 65.5%
NextGen Fund II, L.L.C. -- 900,000 -- 771,277 750,000 16,112,770 52.9%
12701 Fair Lakes Circle
Suite 690
Fairfax, VA 22033
NextGen SBS Fund II, L.L.C. -- 600,000 -- 514,184 500,000 10,741,840 42.9%
12701 Fair Lakes Circle
Suite 690
Fairfax, VA 22033
Michael M. Grand (9) 4,300,000 -- 50,000 -- -- 4,350,000 30.3%
Fred Gluckman (10) 1,761,875 100,000 50,000 -- -- 1,911,875 13.2%
Andreoli Family Trust (11) 1,761,875 -- -- -- -- 1,761,875 12.3%
3131 Liberty Circle S.
Las Vegas, NV 89121
Gerald R. McNichols 100,000 -- -- 90,000 90,000 1,900,000 11.8%
23349 Parsons Road
Middleburg, VA 20117
Michael W. Wynne -- -- -- 90,000 90,000 1,800,000 11.2%
Robert Steiner 516,250 -- 150,000 -- -- 666,250 4.6%
840 17th Street, #309
San Diego, CA 92101
Paul B. Silverman 100,000 -- 200,000 -- -- 300,000 2.1%
9520 Center Street
Vienna, VA 22181
Andrew H. Kent -- -- 170,000 -- -- 170,000 1.2%
2613 N. Potomac Street
Arlington, VA 22207
Robert D. Cuthbertson -- -- 125,000 -- -- 125,000 0.9%
Edward C. Groark -- -- -- -- -- -- 0.0%
John C. Riener -- -- -- -- -- -- 0.0%
All current directors and 6,578,125 1,600,000 375,000 1,395,461 1,360,000 36,107,735 82.3%
executive officers as a group
(8 individuals)
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Footnotes on the next page
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(1) Unless otherwise indicated, the address of each of the beneficial owners is
c/o The IXATA Group, Inc., 8989 Rio San Diego Drive #160, San Diego,
California 92108.
(2) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock beneficially owned by them. A person is considered to be
the beneficial owner of securities that can be acquired by that person
within 60 days of March 31, 2001 upon the exercise of warrants or option or
the conversion of convertible securities.
(3) Options to purchase shares of Common Stock that are presently or will
become exercisable within 60 days.
(4) Each share of Series C Preferred Stock is convertible without additional
consideration into ten shares of Common Stock, subject to adjustment for
stock splits, stock dividends and other recapitalizations and
reorganizations. The holders of the Series C Preferred Stock and Common
Stock vote together as a single class on all matters presented for the vote
of the Company's stockholders. Each preferred stockholder may cast a
number of votes equal to the number of shares of Common Stock issuable upon
conversion of his or her preferred stock.
(5) Warrants to purchase shares of Series C Preferred Stock for $1.00 per share
exercisable at any time until ten years from the date of issuance. Each
share of Series C Preferred Stock is convertible without additional
consideration into ten shares of Common Stock, subject to adjustment for
stock splits, stock dividends and other recapitalizations and
reorganizations.
(6) Assumes that the beneficial owners' shares of Series C Preferred Stock have
been converted into Common Stock, and warrants to purchase shares of Series
C Preferred Stock have been exercised and converted into Common Stock.
(7) Each beneficial owner's percent ownership is determined by assuming that
options or warrants that are held by that person (but not those held by any
other person) and which are exercisable within 60 days have been exercised
and that shares of Series C Preferred Stock that are held by that person
(but not those held by any other person) have been converted into Common
Stock.
(8) Includes the following shares owned by NextGen Fund II, L.L.C. and NextGen
SBS Fund II, L.L.C.: (i) warrants to purchase 1,500,000 shares of Common
Stock; (ii) 1,285,461 shares of Series C Preferred Stock; and (iii)
warrants to purchase 1,250,000 shares of Series C Preferred Stock. Mr.
Putney is a member of and is the managing director of the managing member
of NextGen Fund II, L.L.C. and NextGen SBS Fund II, L.L.C. Mr. Putney
disclaims beneficial ownership of the shares held by NextGen Fund II,
L.L.C. and NextGen SBS Fund II, L.L.C.
(9) Includes 4,300,000 shares of Common Stock held by Montpilier Holdings,
Inc., a Nevada corporation. Mr. Grand has sole power to vote or direct the
voting of shares held by Montpilier.
(10) Includes 1,761,875 shares of Common Stock held by the Gluckman Family Trust
of which Mr. Gluckman is sole trustee. Also includes 100,000 warrants to
purchase Common Stock held by Tel.n.form, Inc., a California corporation of
which Mr. Gluckman is President.
(11) Vera Ellen Andreoli is sole trustee of the Andreoli Family Trust.
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