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
|_| Definitive information statement Commission only (as permitted by
Rule 14c-5(d)(2))
Level Jump Financial 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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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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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LEVEL JUMP FINANCIAL GROUP, INC.
133 Richmond Street West
Suite 401
Toronto, Ontario
Canada M5H 2K1
To the Holders of Common Stock, Class A
Preferred Stock and Class B Preferred Stock of
Level Jump Financial Group, Inc.
Level Jump Financial Group, Inc., a Florida corporation ("Company"),
has obtained the written consent of certain of its shareholders of record as of
October 31, 2000 approving the sale of thestockpage.com inc., a wholly-owned
subsidiary of the Company ("Stockpage"), to Robert Landau and David Roff, two of
the Company's directors and officers. Details of the sale of Stockpage and other
important information are set forth in the accompanying Information Statement.
The disinterested members of the Company's Board of Directors have fully
reviewed and unanimously approved the sale of Stockpage and have determined that
the consideration is fair to the Company and its shareholders. Under Section
607.0704 of the Florida 1989 Business Corporation Law, action by shareholders to
approve the sale may be taken without a meeting by written consent of the
holders of the requisite percentage of shares of capital stock of the Company
entitled to vote thereon. Holders of approximately 89% of the Company's voting
securities have executed a written consent approving the sale as of October 31,
2000. No other vote or shareholder action is required. Pursuant to Section
607.0704 of the Florida 1989 Business Corporation Law, you are hereby being
provided with notice of the approval by less than unanimous written consent of
the shareholders of the Company. Pursuant to the Securities Exchange Act of
1934, as amended, you are being furnished with an Information Statement relating
to this action along with this letter.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
Brice Scheschuk
Secretary
Toronto, Ontario, Canada
______________, 2000
LEVEL JUMP FINANCIAL GROUP, INC.
______________
INFORMATION STATEMENT
______________
CONCERNING CORPORATE ACTION AUTHORIZED BY
WRITTEN CONSENT OF SHAREHOLDERS OWNING
A MAJORITY OF SHARES OF CAPITAL STOCK
ENTITLED TO VOTE THEREON
________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
________________
This Information Statement is being furnished to the shareholders of
Level Jump Financial Group, Inc., a Florida corporation ("Company"), to advise
them of the corporate action described herein, which has been authorized by the
written consent of shareholders owning a majority of the voting securities of
the Company entitled to vote thereon. This action is being taken in accordance
with the requirements of the Florida 1989 Business Corporation Law ("Florida
Law") and the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
the regulations promulgated thereunder.
The Company's Board of Directors ("Board") announced that the close of
business on October 31 , 2000 was the record date ("Record Date") for the
determination of shareholders entitled to notice about the proposal authorizing
the sale ("Sale") of the Company's wholly-owned subsidiary, thestockpage.com
inc. ("Stockpage"), to Robert Landau and David Roff, two of the Company's
officers and directors ("Purchasers"). The consideration to be paid by the
Purchasers will be (i) the cancellation of 5,912,500 shares of Stockpage's
exchangeable stock ("Exchangeable Stock"), each share exchangeable upon certain
conditions into one share of the Company's common stock, par value $.0025 per
share ("Common Stock"), (ii) the surrender for cancellation of each share of the
Company's Class A Preferred Stock ("Class A Stock") and Class B Preferred Stock
("Class B Stock") held by the Purchasers, (iii) the cancellation of employment
agreements that the Company has with each of the Purchasers and (iv) $100 in
cash.
On October 30, 2000, the disinterested members of the Board approved
the Sale and authorized the Company's officers to obtain written consents from
the holders of a majority of the outstanding voting securities of the Company to
approve the Sale. Under Section 607.0704 of the Florida Law, any action required
or permitted by the Florida Law to be taken at an annual or special meeting of
shareholders of a Florida corporation may be taken without a meeting, without
prior notice and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Notice of the written consent must be given to those
shareholders who have not consented in writing within 10 days of obtaining the
authorization. On or before October 31, 2000, ten shareholders who include the
four directors and officers of the Company ("Majority Shareholders") who are the
owners of record of the Company's voting securities having the right to vote the
equivalent of 12,619,553 shares of Common Stock (89.11%) executed and delivered
to the Company their written consent to the Sale. Accordingly, no vote or
further action of the shareholders of the Company is required to approve the
Sale.
The Company is required, in accordance with Rule 14c-2 of the Exchange
Act, to mail this Information Statement to shareholders of the Company no later
than twenty (20) days prior to the date the Sale will become effective. The
Company anticipates that the Sale will become effective twenty (20) days after
the mailing of this Information Statement ("Effective Date"). This Information
Statement is first being mailed to shareholders on or about _______, 2000. This
Information Statement will also constitute notice of the approval of the Sale by
less than unanimous written consent to the shareholders who have not so
consented thereto as required by Section 607.0704 of the Florida Law.
The executive offices of the Company are located at 121 Richmond Street
West, 7th Floor, Toronto, Ontario, Canada M5H 2K1, and its telephone number is
(416) 777-0477. This Information Statement is furnished for informational
purposes only.
VOTING SECURITIES
As of the Record Date, the Company had issued and outstanding 8,249,500
shares of Common Stock, 1 share of the Company's Class A Stock and 1 share of
the Company's Class B Stock. Each holder of a share of Class A Stock or Class B
Stock is entitled to the number of votes equal to the number of outstanding
Exchangeable Stock held by such holder. There are currently 5,912,500 shares of
Exchangeable Stock issued and outstanding. The Class A Stock and Class B Stock
vote together with the holders of the Common Stock as a single class, except as
to matters which applicable law or the Company's Articles of Incorporation
require a separate vote. Therefore, the total number of votes eligible to vote
on matters submitted to the shareholders at this time is 14,162,000. The consent
of the holders of a majority of all of the Company's outstanding voting
securities was necessary to authorize the Sale.
SUMMARY OF THE SALE
The following are the most material terms of the proposed Sale.
o The consideration offered by the Purchasers for Stockpage is
(i) the cancellation of 5,912,500 shares of Stockpage's
Exchangeable Stock, (ii) the surrender for cancellation of
each share of the Company's Class A Stock and Class B Stock
held by the Purchasers, (iii) the cancellation of employment
agreements that the Company has with each of the Purchasers
and (iv) $100 in cash.
o Both of the Purchasers are directors and officers of the
Company and Stockpage and, therefore, have a conflict of
interest with regard to the Sale. Upon the Effective Date, the
Company will terminate its existing employment agreements with
the Purchasers, and the Company will no longer be obligated to
pay them their previous salaries or provide them with the
agreed upon benefits. The Purchasers will, however, remain
directors and officers of the Company.
o The disinterested members of the Board and management have
determined that the Sale is not a sale of all, or
substantially all, of the Company's assets under Florida Law.
Therefore, shareholders will not be entitled to dissenters'
rights, and all shareholders, including those that disagree
with the Sale or that were not asked to execute a consent,
will be forced to accept the Company's decision to proceed
with the Sale without recourse.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and accompanying footnotes set forth certain
information as of October 30, 2000 with respect to the stock ownership of (i)
those persons known to the Company to beneficially own more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) each executive
officer whose compensation exceeded $100,000 in the fiscal year ended December
31, 1999, and (iv) all directors and executive officers of the Company as a
group. Except as otherwise indicated in the table below, the business address of
each of the persons listed is care of the Company, 121 Richmond Street West, 7th
Floor, Toronto, Ontario, Canada M5H 2K1.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Outstanding Shares
- ------------------------------------ -------------------- ------------------
ZDG Holdings Inc. 6,431,823 (1) 45.4%
23 Sandfield Road
Toronto, Ontario M3B 2B5
Robert Landau 780,573 (1) 5.5%
David Roff 4,293,481 (2) 30.3%
Brice Scheschuk 790,625 5.6%
Glen Akselrod 790,625 5.6%
All executive officers and directors as a group (4
persons)......................................... 12,306,554 (3) 86.9% (4)
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(1) Includes 3,547,500 shares which may be issued upon exercise of the
retraction rights of Stockpage's Exchangeable Stock and 1 share of Class A
Stock. Also includes 780,573 shares of the Company's Common Stock owned by
Mr. Landau. ZDG Holdings Inc. is a corporation wholly owned by the spouse
of Mr. Landau, Ms. Marni Miller. Mr. Landau is the sole director and
president of ZDG Holdings Inc.
(2) Includes 2,365,000 shares which may be issued upon exercise of the
retraction rights of Stockpage's Exchangeable Stock and 1 share of Class B
Stock.
(3) Includes 5,912,500 shares of which may be issued upon exercise of the
retraction rights of Stockpage's Exchangeable Stock and the Class A Stock
and Class B Stock.
(4) Excludes options.
SALE OF STOCKPAGE
Background of the Company and Stockpage
The Company is a Florida corporation that was incorporated on January
8, 1980 under the name Skyfreight, Inc. On September 9, 1994, the Company's name
was changed to Caldera Corporation Inc. and then on September 6, 1996 to Caldera
Corporation. In January 2000, the Company's name was changed again to its
present name. From 1980 until 1986, Caldera was engaged in the air freight
business in Miami, Florida. During 1994, Caldera acquired options to purchase
gold mining leases located in Chile and in Alaska and on April 26, 1997 the
leases were transferred to Au International Inc. (a related party) in exchange
for the assumption of all of Caldera's liabilities. From April 1997 until
October 1999, Caldera had no business operations.
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On October 20, 1999, the Company's Board (at the time Caldera
Corporation) entered into an Agreement and Plan of Exchange with Level Jump
Financial Group, Inc. ("Level Jump Colorado"), a Colorado corporation, which was
consummated on October 28, 1999 whereby the Company issued 5,087,500 shares of
Common Stock in exchange for all 3,700,000 shares of common stock of Level Jump
Colorado. In addition, the Company agreed to assume Level Jump Colorado's
obligation to issue shares of Common Stock that could result in the issuance of
5,912,500 shares under exchangeable share agreements and 2,750,000 Shares under
a Performance Equity Plan. As part of the transaction, the directors of Level
Jump Colorado were appointed to the Company's Board and the Company's former
directors resigned from the Board. Prior to the acquisition of Level Jump
Colorado, the Company had no significant operations. The transaction was
accounted for as an issuance of stock for the net assets of Level Jump Colorado,
accompanied by a recapitalization. Level Jump Colorado's assets were recorded at
carryover basis and no goodwill was recorded from the transaction. Level Jump
Colorado's historical financial statements became those of the Company. On
January 31, 2000, the Company completed a reorganization ("Reorganization")
whereby Level Jump Colorado was merged into the Company and the Company assumed
all of Level Jump Colorado's obligations.
Stockpage was incorporated in Ontario, Canada on August 27, 1997 as a
financial public relations services corporation. On March 29, 1999, the
shareholders of Stockpage formed Level Jump Colorado, a Colorado corporation.
Thereafter, on June 1, 1999, Level Jump Colorado acquired Stockpage. The
acquisition was accounted for on a continuity of interest basis as Level Jump
Colorado and Stockpage were controlled by the same shareholders before and after
the purchase and sale transaction. In connection with the Reorganization,
Stockpage became the Company's wholly-owned subsidiary.
Through Stockpage, the Company has provided financial public relations
services to its customers. These services are aimed at small and micro-cap
companies typically listed on the Over-the-Counter Bulletin Board. Stockpage has
offered a variety of services including web-based and traditional investor
relations services. In addition, Stockpage's web site has included charts, free
real-time stock quotes, delayed stock, option and mutual fund quotes, market
information, business and financial news, and SEC information.
Background of the Sale
Economic and business challenges which Stockpage has experienced during
the last year led the Board to undertake a general review of the Company's
long-term strategy and prospects for Stockpage's business. As a result of a
number of factors, the Board determined to consider a sale of Stockpage as a
means of preserving shareholder value. The Board determined, however, not to
publicly solicit buyers for Stockpage since such methods would, in its view,
have given the impression that the Company was in a distressed position.
Beginning in 1999 and continuing in 2000, the business of Stockpage
began to encounter increasing competition from Internet investor relations
companies and other Internet financial service companies, as well as base
competition from other investor relations companies. During the same period, the
Company incurred increasing expenses related to Stockpage's operations in an
attempt to meet competition and to expand the business. Stockpage's revenues for
the nine months ended September 30, 2000 have declined to $____ from $___ in the
comparable period in 1999. Stockpage has signed up only two new clients thus far
in 2000 and has no strong prospects for additional clients. Based on
management's projections, the Board does not expect Stockpage's revenues or
numbers of clients to improve in the future.
On October 30, 2000, the Board met to consider the general terms and
conditions of a proposed sale of Stockpage. In its evaluation, the Board
reviewed the operations of the Company and the actions taken by management to
contain expenses associated with its overall operations and the business of
Stockpage. Over the past two months, the Company has reduced Stockpage's staff
by half and stopped paying management salaries as a result of the overall
liquidity crunch being experienced by the Company. A significant portion of the
capital resources of the Company during fiscal year 2000 were being devoted to
Stockpage. Based on these factors, the Board determined that in light of the
liquidity crunch, this use of capital was not in the best interests of the
Company. In addition, because of the overall liquidity crunch, the then
independent auditors of the Company insisted on including a going concern note
in the financial statements for the fiscal quarter ended June 30, 2000.
Stockpage continues to carry a large tax obligation to the Canadian government
and does not have any liquid assets to pay the amount due. Stockpage has largely
liquidated the assets that it could sell to cover its expenses to date.
Therefore, based on the absence of positive prospects for Stockpage and its
continuing expenses and current obligations, the Board concluded that it was
important to explore the possibility of selling Stockpage.
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The Board reviewed a variety of options for the sale of Stockpage. The
Board, however, determined that the available alternatives to the proposed Sale
did not have the same overall benefits of those that the Purchasers' offer had.
For a more detailed discussion of the possible alternatives to the Sale, see the
section below entitled "Reasons for the Sale - Lack of Available Alternatives."
The Board then examined the possibility of selling Stockpage to the
Purchasers. In considering the Sale, the Purchasers and the other members of the
Board were keenly aware of the potential conflicts of interest that existed with
regard to the Sale. In order to avoid any appearance of impropriety, the
Purchasers were excused from the Board's discussion. In evaluating the
Purchasers' offer, the Board analyzed the overall impact of the Sale on the
ongoing operations of the Company, the positive and negative factors of the Sale
and the considerations regarding the Purchasers' conflicts of interest in the
Sale. Each of the Purchasers own shares of the Company. If the Sale were to be
approved, the Purchasers would be on both sides of the transaction (as
significant shareholders of the seller and as the purchasers). After carefully
evaluating these and other factors discussed herein, the Board determined that
the consideration for Stockpage, in light of its recent economic trouble, was
fair in all respects and that the offer was as good as one the Company could
expect to receive from a non-affiliated third party. For a more detailed
discussion of the fairness of the consideration for Stockpage, see the
discussion below entitled "Reasons for the Sale - Fairness of the Terms of the
Sale."
Board and Shareholder Approval
Based on the foregoing, the Board determined that it was in the best
interest of the Company and its shareholders to approve the Sale and the
transactions contemplated thereby. The Board then authorized the officers of the
Company to seek shareholder approval of the Sale. Under Florida Law, the Sale
requires the affirmative vote or consent of a majority of all of the outstanding
voting securities entitled to vote on the transaction. On or before October 31,
2000, ten shareholders who include the four directors and officers of the
Company ("Majority Shareholders") who are the owners of record of the Company's
voting securities having the right to vote the equivalent of 12,619,563 shares
of Common Stock (89.11%)executed and delivered to the Company their written
consent to the Sale, such consent being sufficient under Florida Law to approve
the Sale.
On October 31, 2000, the Company announced the consummation of the Sale
through a press release. On October 30, 2000, the business day immediately
preceding the public announcement of the Sale, the bid and ask prices of the
Company's Common Stock on the OTC Bulletin Board were $.1875 and $.25,
respectively.
Background and Interests of the Purchasers
Mr. Landau and Mr. Roff co-founded the Company in March 1999 and
co-founded Stockpage in August 1997. Both hold positions with the Company and
Stockpage and both are on the Board.
Robert Landau has been President of the Company and Stockpage since
their respective inceptions. Mr. Landau designed Stockpage's first web site and
was one of the pioneers of on-line investment newsletters. He has significant
experience in capital markets, Internet marketing, investor relations and web
site design. Mr. Landau is responsible for the Company's and Stockpage's
strategic direction and overall management. He is also actively involved in
sales to investor relations clients. Prior to founding the Company and
Stockpage, Mr. Landau worked for Watson Wyatt from February 1995 to February
1998. Watson Wyatt is an actuarial consultant to some of the largest pension
plans in Canada. He has a Bachelor of Commerce - Actuarial Science and Finance
degree from the University of Toronto in Toronto, Ontario, Canada.
David Roff, CA, has been Vice President and Treasurer of the Company
since its inception. Mr. Roff is also responsible for Stockpage's marketing
campaigns that resulted in member growth to more than 30,000 members. He has
significant experience in Internet marketing, capital markets and financial
management. Mr. Roff is responsible for Company's and Stockpage's human
resources, administration and internal operations. Mr. Roff is a Canadian
Chartered Accountant and previously worked for Coopers & Lybrand Consulting (now
PricewaterhouseCoopers) in Toronto from May 1995 to March 1998 where he advised
large financial institutions, investment fund complexes and other organizations
on technology and internal control strategies. Mr. Roff has a Bachelor of Arts
degree from the University of Western Ontario in London, Ontario, Canada.
On May 1, 1999, the Company and Stockpage signed written employment
agreements with Robert Landau and David Roff. Mr. Landau acts as the president
of the two companies and is compensated at an annual rate of $330,000. Mr. Roff
- 5 -
acts as the Vice President Operations and Administration and is compensated at
an annual rate of $256,000. These employment agreements have been amended to
reduce the salaries due thereunder to approximately $60,000 per year. Upon the
Effective Date, these employment agreements will be cancelled.
Mr. Landau is the owner of 780,573 shares of the Company's Common
Stock. Mr. Landau is also the sole director and president of ZDG Holdings Inc.
("ZDG"), an Ontario corporation. ZDG is a corporation wholly owned by the spouse
of Mr. Landau. ZDG's beneficial ownership of the Company's Common Stock,
described in full under the section entitled "Security Ownership of Certain
Beneficial Owners," includes 3,547,500 shares of the Company's Exchangeable
Stock and 1 share of Class A Stock which will be used to purchase Stockpage.
Mr. Roff is the owner of 1,928,481 shares of the Company's Common
Stock. In addition, Mr. Roff's beneficial ownership, as described in full under
the section entitled "Security Ownership of Certain Beneficial Owners," includes
2,365,000 shares of the Company's Exchangeable Stock and 1 share of Class B
Stock which will be used to purchase Stockpage.
Reasons for the Sale
The Board believes that the Sale is expedient and in the best interests
of the Company and its shareholders for a number of reasons. In reaching its
determination, the Board consulted with the Company's management and considered
the positive and negative factors of the Sale including the following:
Competitive Nature of the Industry
Stockpage's business has been encountering increasing competition from
Internet investor relations companies and other Internet financial service
companies, as well as the base competition from other investor relations
companies. The Board and management considered the fact that the financial
public relations services industry is extremely competitive and is likely to
become more so in the future. Many of Stockpage's competitors are larger and
have substantially greater resources, financial and otherwise, than Stockpage.
In addition, Stockpage may face competition from other new entrants into its
markets and there is no assurance that Stockpage could compete favorably with
all or any of its competitors.
Lack of Available Alternatives
The Board examined a variety of alternatives regarding the business of
Stockpage. The Board initially considered a sale of Stockpage's operations to an
unaffiliated third party. The Board, however, concluded that because of certain
unique issues relating to the original and any other acquisition of a Canadian
company by a United States company, as well as specific obligations relating to
the operations of Stockpage, there would be very little interest from third
parties. The Board also believed that little interest would arise from third
parties due to the competitive market in financial public relations, the low
start-up costs for such businesses, the absence of significant goodwill in
Stockpage's operations, and the history of expenses and losses associated with
Stockpage's results of operations. The Board also considered simply closing the
operations of Stockpage. It was decided, however, that to close Stockpage's
operations would not be the most advantageous course of action if a purchaser
could be found.
Fairness of the Terms of the Sale
The Board and the Company's management believes that, in light of the
above-described difficulties affecting Stockpage's business, the consideration
offered by the Purchasers was fair in all respects. The Purchasers have agreed
to acquire Stockpage for (i) the cancellation of their right to acquire
5,912,500 shares of Common Stock of the Company pursuant to the outstanding
Exchangeable Stock which they hold, (ii) the surrender for cancellation of the
Class A Stock and Class B Stock, and (iii) the cancellation of the employment
agreements between the Company and each of the Purchasers. The estimated market
value of the share component of the consideration is $1,293,359 and there are
other indeterminant benefits to the Company from the termination of the
employment contract obligations and transfer and assumption of the continuing
obligations of Stockpage by the Purchasers as a result of their acquiring the
stock of the subsidiary. Considering the limitations on the ability to sell
Stockpage, the elimination of the Exchangeable Stock and the assumption of the
obligations of Stockpage by the Purchasers, the Board believes that the
transaction provides the best available option to the Company.
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Benefits of the Structure of the Sale
The Board of Directors believes that the structure of the Sale presents
certain benefits to the Company. The sale of Stockpage to the Purchasers allows
the transaction to be completed on an accelerated basis as the Purchasers are
intimately aware of the Company's and Stockpage's business. Due to the
Purchasers' relationship with the Company and Stockpage, the terms of the Sale
were able to be agreed upon under congenial conditions. Additionally, in
connection with the Sale, the Purchasers will assume all of the obligations of
Stockpage and will be responsible for paying and satisfying many of Stockpage's
liabilities. This structure was very favorable to the Company as it releases it
from the current liabilities and future liabilities that Stockpage may incur
except for the guarantees it has on the lease at the Toronto location and a
furniture lease for items in the Toronto office. The Company will remain liable
on its intercompany loans from Stockpage in the amount of $580,000.
No Dissenters' Rights
Florida provides dissenters' rights for the disposition of all, or
substantially all, of a Florida corporation's assets under Section 607.1202 of
the Florida Law. The disinterested members of the Board and management, however,
have determined that the Sale does not provide for the disposition of all, or
substantially all, of the Company's assets. Accordingly, shareholders who
disagree with the Sale or who have not consented thereto in writing will be
forced to accept the Board's decision to effectuate the Sale with no recourse.
Certain Relationships and Related Transactions
Acquisition of Stockpage by the Company
On June 1, 1999, the Company (at that time, Level Jump Colorado)
acquired all of Stockpage's issued and outstanding common shares. The
acquisition comprised the following elements:
o Stockpage's articles of incorporation were amended to create
the Exchangeable Stock;
o The Company amended its charter to create the Class A Stock
and Class B Stock, and Stockpage subscribed for and was issued
one share of each such class;
o Stockpage purchased from Messrs. Landau and Roff, the two
previous common shareholders of Stockpage, for cancellation
all of Stockpage's previously issued and outstanding common
shares for consideration consisting of 9,300,000 shares of
Exchangeable Stock and the two shares of the Company's Class A
Stock and Class B Stock;
o The Company subscribed for and was issued 100 common shares of
Stockpage;
o Each of Messrs. Landau and Roff entered into a Voting and
Exchange Agreement with the Company and Stockpage; and
o The Company and Stockpage entered into a Support Agreement.
On October 14, 1999, Messrs. Landau and Roff agreed to modify the terms
of the Exchangeable Stock to reduce the number of outstanding shares from
9,300,000 to 4,300,000 and modify the corresponding agreements. In exchange for
the modification, Messrs. Landau and Roff were issued an aggregate of 5,000,000
shares of Stockpage's Preference Shares, no par value ("Preference Shares"). In
connection with the Sale, the shares of Exchangeable Stock and Class A Stock and
Class B Stock issued to Stockpage and the Purchasers will be cancelled upon the
Effective Date.
Support Agreement
The Company and Stockpage entered into a Support Agreement pursuant to
which the parties agreed that no dividends would be declared or paid on the
Company's Common Stock unless Stockpage simultaneously declared and paid an
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economically equivalent dividend (after appropriate adjustments for currency
translations) on the Exchangeable Stock. The Support Agreement also provided
that the Company would do all things necessary to ensure that Stockpage would be
able to make all payments on the Exchangeable Stock required in the event of the
liquidation, dissolution or winding-up of Stockpage or the retraction of
Exchangeable Stock by a holder. The Support Agreement also contained certain
restrictions on the Company's issuance of additional securities or the
incurrence of additional indebtedness without the prior approval of Stockpage's
shareholders and the holders of the Exchangeable Stock.
The Support Agreement provided that so long as any shares of
Exchangeable Stock were owned by a holder other than the Company or its
affiliates, the Company would be, and remain, the direct or indirect beneficial
owner of all outstanding shares of Stockpage other than such shares.
Upon the Effective Date, the Support Agreement will be terminated and
will have no further force or effect.
Voting and Exchange Agreements Relating to the Exchangeable Stock
The Company and Stockpage entered into a Voting and Exchange Agreement
with each of the Purchasers, pursuant to which each of Mr. Landau and Mr. Roff
were granted (i) voting rights with respect to matters presented to shareholders
and (ii) rights relating to the exchange of the shares of Exchangeable Stock for
shares of Common Stock. Upon consummation of the Sale, the Voting and Exchange
Agreements will be terminated and have no further force or effect.
Preference Shares
Stockpage has 5,000,000 shares of Preference Shares issued and
outstanding shares. These shares do not have any voting rights except as
required by law and in other designated circumstances. The Preference Shares are
entitled to receive dividends, subject to the prior rights of the Exchangeable
Stock, at the non-cumulative rate of 12% per annum of the redemption amount,
currently CD$0.265 (US$0.1715) per share ("Redemption Amount"), when and as
declared by the Stockpage's board of directors. The Preference Shares are
subject to redemption by Stockpage, in whole or in part upon payment of the
Redemption Amount and declared but unpaid dividends. In the event of a
liquidation, dissolution or winding-up of Stockpage, subject to the rights of
higher ranking shares, the Preference Shares are entitled to payment of the
Redemption Amount prior to any payment in respect of junior ranking securities.
Loans to/from Related Parties
The Company or its subsidiaries may lend funds to directors and
officers. At September 30, 2000, the Company had no loans outstanding to related
parties.
The Company or its subsidiaries may borrow funds from related parties.
At December 31, 1999, the Company had no borrowings outstanding from related
parties. At December 31, 1998, the Company had borrowed $58,030 from Rolling
Capital Corporation, a company that was owned by certain officers and directors
of Stockpage. The amount was repaid by the Company in 1999. At September 30,
2000 the Company had borrowings of $615 from a related party.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully. It
describes the terms of the Sale and contains certain other information
concerning the Purchasers and the Company. The Company is subject to the
informational requirements of the Exchange Act and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). These reports, proxy statements and other
information filed by the Company with the SEC may be inspected without charge at
the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of these materials may be
obtained from the SEC's website at http://www.sec.gov.
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INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 1-13478) are incorporated in this Information Statement
by reference and made a part hereof:
o Annual Report on Form 10-KSB for the year ended December 31,
1999, filed with the Commission on March 21, 2000;
o Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000, filed with the Commission on May 15, 2000;
o Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000, filed with the Commission on August 11, 2000; and
o Current Report on Form 8-K, dated September 19, 2000, filed
with the Commission on September 25, 2000.
The Company's Registration Statement on Form 10 (File No. 0-27728),
which contains descriptions of the Company's Common Stock, is also incorporated
in this Information Statement by reference and made a part hereof.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Information Statement and prior to the Effective Date shall be deemed to be
incorporated by reference in this Information Statement and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Information Statement and filed with
the Commission prior to the date of this Information Statement shall be deemed
to be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Information Statement.
The Company will provide without charge to each person to whom this
Information Statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 121 Richmond Street West, 7th Floor,
Toronto, Ontario, Canada M5H 2K1, Attention: Investor Relations (telephone
number: (416) 777-0477).
LEVEL JUMP FINANCIAL GROUP, INC.
Toronto, Ontario, Canada
________________________, 2000
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