SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
NOTICE OF CHANGE IN THE MAJORITY OF DIRECTORS
Date of Designation Pursuant to Section 14(f) of the Securities Exchange Act of
1934: 10 days after the date of filing of this Notice and transmittal thereof to
the Registrant's shareholders.
Commission File number: 000-9154
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PARADIGM HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
WYOMING 83-0211506
- ------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2600 Tower Oaks Blvd., Suite 500, Rockville, Maryland 20852
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (301) 468-1200
PARADIGM HOLDINGS, INC.
2600 Tower Oaks Blvd., Suite 500
Rockville, Maryland 20852
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934
NOTICE OF CHANGE IN THE MAJORITY OF DIRECTORS
November ___, 2004
GENERAL
This Information Statement is being mailed on or about November 142004
to the holders of record of the Common Stock, of Paradigm Holdings, Inc., a
Wyoming corporation (the "Company") as of the close of business on November ___,
2004. This Information Statement is being furnished in contemplation of a change
in a majority of the members of the Company's Board of Directors as a result of
a change in control of the Company. The Company has issued 17,500,000 the
Company's Common Stock to the subscribing shareholders in consideration for the
acquisition of 100% of the shares of Paradigm Solutions Corp., a Maryland
corporation by a wholly owned subsidiary of Paradigm Holdings, Inc.
Pursuant to the purchase transaction, the Company will have a total of
approximately 20,000,000 shares of its Common Stock outstanding, of which
approximately 17,500,000 will be owned by the President and Chief Executive
Officer, Secretary, and new directors. The balance will be in the public float
or owned by the other prior shareholders of the Company, or by other
unaffiliated parties. Jeffrey Ploen and Redgie Green have resigned effective 10
days after the mailing of this Notice. Raymond Huger, Frank Jakovac, and Mark
Serway will be appointed directors of the Company effective November ____, 2004.
This Information Statement is required by Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder. You are
urged to read this Information Statement carefully. You are not, however,
required to take any action in connection with the Information Statement. NO
PROXIES ARE BEING SOLICITED BY THIS NOTICE.
The information contained in this Information Statement was prepared by
the Company except for information concerning the New Directors, which was
furnished to the Company by the New Directors. The New Directors assume no
responsibility for the accuracy or completeness of the information prepared by
the Company.
OUTSTANDING SHARES AND VOTING RIGHTS
As of November 13, 2004, the Company had outstanding 20,000,000 shares
of Common Stock outstanding. Each share entitles the holder to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of November 13, 2004,
including each person known by the Company to be the beneficial owner of more
than 5% of any class of the Company's capital stock as of November 13, 2004. In
addition, the number of shares of the Company's Common Stock beneficially owned
by each Current Director and officer of the Company, and the number of shares
beneficially owned by the Current Directors and executive officers of the
Company as a group, as of November 13, 2004, are disclosed below in the second
table. The information was furnished to the Company by the identified
individuals in public reports. Except as indicated, each person listed below has
sole voting and investment power with respect to the shares set forth opposite
such person's name.
Security Ownership of Certain Beneficial Owners
Name and Address Amount and Nature of Percent of Common
of Beneficial Owner Beneficial Ownership Stock Outstanding
- ------------------- -------------------- ------------------
(Post Transaction)
Ray Huger 12,145,000 60%
2600 Tower Oaks Blvd., Suite 500
Rockville, Maryland 20852
Mark Serway 0 0
2600 Tower Oaks Blvd., Suite 500
Rockville, Maryland 20852
Frank Jakovac 0 0
2600 Tower Oaks Blvd., Suite 500
Rockville, Maryland 20852
Ultimate Investment Corp. & 1,107,939 5.5%
Shortline Equity Partners, Inc.
(Beneficially Lance Baller)
Security Ownership of Management
Name of Amount and Nature of Percent of Common
Beneficial Owner Beneficial Ownership Stock Outstanding
- ---------------- -------------------- -----------------
Jeffrey Ploen, Director 1,054,411 5.2%
Ray Huger, President, CEO, 12,145,000 60%
& Director appointee
Mark Serway, CFO, Secretary, 0 0
& Director appointee
NOTE: Post appointment, the following officers or members of senior management
will own shares not listed above.
Harry Kaneshiro 3,395,000 16%
Samar Ghandry 1,960,000 10%
Officers and Directors
as a Group
(post appointment, excluding 17,500,000 87%
Messrs. Ploen & Green)
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Current Directors and Executive Officers
On November 3, 2004, Redgie Green resigned as a Director. Jeffrey
Ploen, the sole director and officer, resigned as director of the Company
effective 10 days after mailing of this Notice to Shareholders. As part of the
transactions contemplated by the Agreement, the members of the Board of
Directors after the change of control are expected to be three, namely Ray
Huger, Frank Jakovac, and Mark Serway, subject to the mailing of this Notice.
Ray Huger is President and Mark Serway is Secretary and CFO.
Listed below are the Current Directors of the Company, (who have
resigned effective ten days after the mailing of this Notice) followed by their
business experience:
New Directors and Executive Officers
The following biographical information concerning the New Directors is
provided.
Ray Huger, President and Chief Executive Officer, established Paradigm
Solutions following a very successful 25-year career with IBM. With his solid
experience as a senior executive as well as his hands-on expertise in the
technical and marketing areas, Ray's
understanding of business and technology allowed him to develop a solid
infrastructure and business proposition for Paradigm. He is a results-oriented
executive known for his business judgment and dynamic management style. Ray
successfully established a corporate culture that values performance excellence,
customer satisfaction, quality control, and respect for employees.
Harry Kaneshiro, Senior Vice President, is responsible for overall
Company operations. Harry is a former senior executive with both large and
medium-sized organizations with a wealth of government contracting experience
and business operations expertise. He is a seasoned, people-oriented manager
whose attentive management style, close contract oversight, and frequent
customer interaction positioned the Company to achieve outstanding contract
performance. Harry's strong technical and financial background helps ensure that
Paradigm has an effective and highly-efficient service delivery operation.
Samar Ghadry, Senior Vice President, is responsible for the Company's
business development activities. A very creative, skilled executive with diverse
experience in the information technology field, Samar has an exceptional track
record of business growth and corporate success. She is a hands-on,
multi-tasking business professional with keen knowledge of the IT marketplace
and a distinctive understanding of customer requirements. Her business savvy and
industry expertise have advanced the Company's ability to consistently deliver
high- quality solutions that exceed customer expectations.
Mark A. Serway, Senior Vice President and Chief Financial Officer, has
broad senior business and financial management experience in the professional
services and manufacturing marketplace that encompasses corporations in both the
Government and Commercial sectors having domestic and international operations.
His strong and diverse background includes public and private firms with annual
revenues ranging from $20 million to $1 billion. Mark brings extensive expertise
in business operations, financial forecasting and reporting, M&A, pricing, cash
management, contract administration, purchasing, and facilities management.
Frank Jakovac, President and Chief Operating Officer, leads Paradigm's
Business Continuity Services line of business. Frank is a seasoned executive
with a successful track record in building companies and positioning them for
accelerated growth. With a strong background in business development,
leadership, and management, he has earned an industry-wide reputation for
integrity, commitment, and success. He has led both products and services
companies and was chairman and CEO of a company that became the largest
independent disaster recovery provider in the country. Frank is a proactive
leader comfortable in both large and small corporate environments with the
ability to inspire and motivate people to achieve extraordinary results.
The New Directors will take office ten days after the mailing of this
Notice. The New Directors beneficially collectively own 17,500,000 common shares
of the Company. None of the New Directors has been involved in any transaction
with the Company or any of its Current Directors or officers that is required to
be disclosed pursuant to the rules and regulations of the Securities and
Exchange Commission prior to the transaction in which the shares specified are
issued hereof.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission. Based on copies of such reports furnished to
the Company, there were no reportable untimely filings under Forms 3, 4, or 5 by
persons subject to Section 16(a) of the Securities Exchange Act of 1934, as
amended, during the last fiscal year.
Executive Compensation
The following table and notes set forth the annual cash compensation
paid to officers by Paradigm Holdings, Inc., a Wyoming corporation during its
fiscal years ended December 31, 2003, 2002, and 2001, respectively and in 2004
to date. No other executive officer received compensation in excess of $100,000
in any such year. Directors are not paid compensation.
Annual Compensation Long-Term
Compensation
Awards
Name and Fiscal Salary Bonus Other Annual Restricted Securities All Other
Principal Position Year Compensation Stock Underlying Compensation
Award(s)($) Options
- --------------------------------------------------------------------------------------------------------------------------
Jeffrey Ploen, 2004 0 0 0 0 0 0
President, Director 2003 0 0 0 0 0 0
2002 0 0 0 0 0 0
2001 0 0 0 0 0 0
Denis Iler, 2004 0 0 0 0 0 0
President & 2003 0 0 0 0 0 0
Director 2002 0 0 0 0 0 0
2001 0 0 0 0 0 0
Robert R. Spatz, 2004 0 0 0 90,000 0 0
President, Assistant 2003 0 0 0 0 0 0
Treasurer, & 2002 26,000* 0 0 0 0 0
Director 2001 53,500* 0 0 0 0 0
Don Goddard, 2004 0 0 0 30,000 0 0
Director 2003 0 0 0 0 0 0
2002 12,000* 0 0 0 0 0
2001 34,200* 0 0 0 0 0
Randall L. Reichert, 2004 0 0 0 10,000 0 0
Director 2003 0 0 0 0 0 0
2002 38,000* 0 0 0 0 0
2001 87,000* 0 0 0 0 0
Officers & Directors 2004 0 0 0 140,000 0 0
as a Group 2003 0 0 0 0 0 0
2002 76,000* 0 0 0 0 0
2001 174,700* 0 0 0 0 0
* Includes accruals
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, as of date
of this report and is no aware of any legal proceedings in which any Director,
nominee, officer, or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
COMMITTEES AND MEETINGS OF THE BOARD
During the fiscal year ended December 31, 2003 and year to November 3,
2004, the Board of Directors held one regular meeting and executed several
consents to action in lieu of meetings. All directors attended 100% of the
meetings of the Board or executed the unanimous consents.
The Company has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, although it plans to form one or more of those committees following
the appointment of the New Directors. Prior to closing of the transaction under
the Agreement, the Current Directors had not approved any Stock Option Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 3, 2004, Paradigm Holdings, Inc., a Wyoming corporation
("PDHO") entered into an Agreement and Plan of Reorganization with Paradigm
Solutions Merger Corp., a Delaware corporation and wholly-owned subsidiary of
PDHO (the "Merger Sub"), Paradigm Solutions Corporation, a Maryland corporation
("PSC") and the shareholders of PSC (the "PSC Shareholders"). Pursuant to the
Agreement and Plan of Reorganization, the Merger Sub will be merged with and
into PSC, which shall be the surviving corporation and continue its existence
under the laws of the State of Maryland and shall be a wholly-owned subsidiary
of PDHO. In consideration of the Merger, the PSC Shareholders exchanged 14,412
shares of common stock of PSC, which was 100% of the issued and outstanding
capital stock of PSC, for 17,500,000 shares of common stock of PDHO.
Ray Huger, Mark Serway, and Frank Jakovac were issued 17,500,000 shares
in conjunction with the above-described transaction.
Shortline Equity Partners and J. Paul consulting returned to treasury a
total of 8,088,000 shares of common stock of the 10,000,000 shares which they
had purchased from the Company by subscription in August of 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
November 19, 2004 Paradigm Holdings, Inc.
By: \s\ Raymond A. Huger
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Raymond Huger, President, CEO, &
Director Appointee