UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
FILED BY THE REGISTRANT [x]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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[ ] PRELIMINARY INFORMATION STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS
PERMITTED BY RULE 14(C)-5(D)(2))
[x] DEFINITIVE INFORMATION STATEMENT
EXPERTISE TECHNOLOGY INNOVATION, INC.
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(Exact name of registrant as specified in its corporate charter)
Commission File No. 001-15665
NEVADA 88-0389393
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(State of Incorporation) (IRS Employer Identification No.)
10390 Commerce Center Drive
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Suite 250
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Rancho Cucamonga, CA 91730
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(Address of principal executive offices)
(909) 945-8563
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(Issuer's telephone number)
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EXPERTISE TECHNOLOGY INNOVATION, INC.
INTRODUCTION
This Information Statement is being delivered on or about April 23,
2004 to the holders of shares of common stock, par value $0.001 (the "Common
Stock") of Expertise Technology Innovation, Inc. (the "Company"). You are
receiving this Information Statement in connection with the, the recent merger
of United Communications HUB, Inc. into a wholly-owned subsidiary of the
Company, the appointment of new members to the Company's board of directors, and
the change of the Company's name to United UC Hub Group, Inc.
Effective March 5, 2004, a wholly-owned subsidiary of the Company
merged with United Communications HUB, Inc., a California corporation ("UC
HUB"). UC HUB was the surviving corporation and is now a wholly-owned subsidiary
of the Company. The Company issued 4,188,375 shares of its Series A Preferred
Stock to UC HUB stockholders. As a result of this transaction, control of the
Company changed, Mr. Paul Lanham, the director of the Company submitted his
resignation effective 10 days from the date of mailing of this Information
Statement, Mr. Larry Wilcox was appointed to the Company's board of directors as
of the closing, Messrs. V. Bill Thompson and Michael Sharbrough were appointed
to the Company's board of directors also effective 10 days from the date of
mailing of this Information Statement, and the management of the Company
resigned with the management of UC HUB replacing it, including Mr. Wilcox who is
now president and chief executive officer. The remaining officers are Mr. George
Wyckhuyse as vice president of finance and Ms. Karen Sharbrough as vice
president of operations, treasurer and secretary.
As a result of the merger, the new principal stockholders of the
Company have signed a consent amending the Company's Certificate of
Incorporation in order to change its name to UC Hub Group, Inc., which will take
effect 20 days after the mailing of this Information Statement. For further
information concerning the merger, see the Form 8-K filed by the Company with
the Securities and Exchange Commission (the "SEC") which is available on its
website at www.sec.gov.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities of the Company
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As of the closing of the merger, there were 1,987,734 shares of the
Company's Common Stock and 4,188,375 shares of the Company's Series A Preferred
Stock issued and outstanding. Each share of Common Stock entitles the holder
thereof to one vote and each share of Series A Preferred Stock entitles the
holder thereof to 60 votes on each matter that may come before a meeting of the
stockholders.
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth, as of March 5, 2004, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each officer and director of the Company; (ii) each person
who owns beneficially more than 5% of each class of the Company's outstanding
equity securities; and (iii) all directors and executive officers as a group.
Because Mr. Paul Lanham has conditionally resigned as a director, the
information relating to him in this table and his biographical information have
been omitted.
Amount and Nature Percent
Name and Address of of Beneficial on As Converted
Title of Class Beneficial Owner(1) Ownership Basis(2)
- -------------- ------------------- --------- --------
Common Stock and Series A Larry Wilcox (3) 1,616,944 1/3 38.3 %
Preferred Stock 10390 Commerce Center Drive Preferred
Suite 250 and
Rancho Cucamonga, CA 91730 793,347
Common
Series A Preferred Stock Michael Sharbrough (4) 51,041 2/3 1.1 %
10390 Commerce Center Drive
Suite 250
Rancho Cucamonga, CA 91730
Series A Preferred Stock V. Bill Thompson 8,958 1/3 *
10390 Commerce Center Drive
Suite 250
Rancho Cucamonga, CA 91730
Series A Preferred Stock George Wyckhuyse 15,883 *
10390 Commerce Center Drive
Suite 250
Rancho Cucamonga, CA 91730
Series A Preferred Stock Karen Sharbrough (4) 51,041 2/3 1.1 %
10390 Commerce Center Drive
Suite 250
Rancho Cucamonga, CA 91730
Series A Preferred Stock Beth Herold 912,961 2/3 18.8 %
Officers and Directors as a group 39.8 %
*Less than 1%
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(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting investment
power or has the power to acquire such beneficial ownership within 60
days.
(2) Assumes that all shares of and the Series A Preferred Stock have been
converted. The percentages of voting power prior to conversion are
approximately the same.
(3) Includes 18,971 shares of Common Stock and 1,595,277 2/3 shares of
Series A Preferred Stock owned by the Wilcox Limited Family
Partnership, 21,666 2/3 shares of Series A Preferred Stock owned by
two minor children of Mr. Wilcox, 187,500 shares of Common Stock
exercisable upon exercise of options that are vested or will vest
within 60 days, and 586,876 shares of Common Stock over which Mr.
Wilcox holds an irrevocable proxy.
(4) Because Michael and Karen Sharbrough are married, their holdings have
been combined for purposes of beneficial ownership. Michael Sharbrough
holds 17,291 and 2/3 shares of Series A Preferred Stock in his name,
and Karen Sharbrough holds 33,750 shares of Series A Preferred Stock
in her name.
Board of Directors
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The following contains information, including the name and age of the
persons who will be directors of the Company effective 10 days after the mailing
of this Information Statement and information concerning the Company's new
management. The executive officers of the similar Company are elected annually
by the board of directors. The directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or until
their death, resignation or removal by the board of directors. Unless described
below, there are no family relationships among any of the directors and
officers.
Name Age Position(s)
- ---- --- -----------
Larry Wilcox 56 President, chief executive officer, and
chairman of the board of directors
George Wyckhuyse 57 Vice president of finance
Karen Sharbrough 57 Vice president of operations, treasurer
and secretary
Michael Sharbrough 62 Director
V. Bill Thompson 62 Director
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Larry Wilcox. Mr. Wilcox has experience in creating and developing new business
ventures in the entertainment, media and the high-growth telecom and computer
technology markets. Mr. Wilcox founded UC HUB in February 1999 and has been its
chief executive officer and chairman of the board of directors since inception.
He has focused on the development of UC HUB to distribute bundled services and
technologies for affinity groups and municipalities. In contrast to his
entrepreneurial and technology background, many people remember Mr. Wilcox for
his award-winning television and movie entertainment career, and as a star for
the successful television series "CHiPs," playing the role of CHiP Officer Jon
Baker. CHiPs was syndicated successfully in over 100 foreign countries.
Recently, a reunion CHiPs movie was produced by him for TNT and became one of
the highest-rated movies in the history of TNT.
Michael Sharbrough has been the executive vice president of ALLCom USA, Inc., a
subsidiary of UC Hub since February 2003. Since July 1997, he has been a sales
consultant to telecommunications companies. Since 1999, he has been a consultant
to UC Hub and AllCom USA, another subsidiary of the Company. Mr. Sharbrough is
also married to Karen Sharbrough.
V. Bill Thompson has been a director of UC Hub since September 1999. Since
August 1999 to date, he has been a consultant to telecommunications startups,
providing assistance with preparation of business plans and private placement
memoranda. From 1996 through July 1999, Mr. Thompson was vice president-business
planning and development for TeleHub Network Services.
George Wyckhuyse is a certified public accountant who has been engaged in the
practice of accounting for more than the past five years. Mr. Wyckhuyse has
provided part-time consulting services to UC Hub since 2003 and is not an
employee.
Karen Sharbrough has been the Vice President of Operations of UC Hub since 1999.
Immediately prior to joining UC Hub, Ms. Sharbrough spent 25 years as a manager
with Pacific Bell, California's largest telecommunications company. Ms.
Sharbrough is married to Michael Sharbrough.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Because of an SEC rule that requires this Information Statement to be
mailed to stockholders and 10 days to elapse before a majority of the board of
directors can change, the Company's board of directors currently consists solely
of Mr. Lanham and Mr. Wilcox.
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Ten days following the mailing of this Information Statement, Mr. Lanham's
resignation will become effective and Messrs. Thompson and Sharbrough will
become directors.
Since Mr. Lanham was the Company's only director in 2003, no formal
board meetings occurred, and all action was taken by written consent as a
director.
AUDIT COMMITTEE AND CORPORATE GOVERNANCE
The board of directors does not have an audit committee, nominating
committee or compensation committee or any committees performing similar
functions. In the future, the Company intends to establish audit, compensation
and nominating committees and adopt such other corporate governance functions as
it believes appropriate and necessary for the protection of investors.
Currently, each of these functions is being performed by the board of directors
as a whole, none of whom are independent. Each committee, when established, will
have a majority of independent directors.
Although the Company does not currently have a process for security
holders to send communications to the board of directors, the Company believes
that such communication is an important corporate governance step and it intends
to implement such a process as soon as practicable.
Immediately following the merger, the Company's board of directors
agreed to compensate its non-employee directors by granting options to purchase
shares of common stock in the amount of 10,000 options per year which shall vest
in 5,000 option increments on each June 30th and December 31st. During 2003, no
director received compensation.
NOMINATING COMMITTEE
The Company currently has no independent directors as the term
"independent" is defined by the rules of the Nasdaq Stock Market (although the
Company's Common Stock is not listed there), nor will the Company have any
independent directors following the appointment of the new directors. The
Company intends to form a nominating committee in the future. At that time, it
will adopt a nominating committee charter. At this time, the Company does not
have any policy with regard to the consideration of any director candidates
recommended by security holders. The Company believes that the establishment of
such a policy is within the purview of a nominating committee. Similarly, the
Company does not have any specific qualifications for membership on the
nominating committee or for a nominee to the board of directors at this time,
although it expects that the nominating committee may implement such policies in
the future and it is for this reason that the Company does not know whether
there will be any difference in the manner in which the nominating committee
will evaluate nominees to be a director based on whether the nominee is
recommended by a security holder or otherwise. The directors listed above
represent persons selected by UC HUB as part of the Merger Agreement and
negotiated with prior management of the Company. At this time, the Company does
not pay a fee to any third party to identify or evaluate or assist in
identifying or evaluating
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potential nominees to the board of directors. The Company has not received any
requests from any security holder recommending any nominees to its board of
directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 2003, the Company issued 550,000 shares of Common Stock to Mr.
Lanham's son for legal services and satisfaction of the indebtedness assigned to
him.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than 10
percent of a registered class of the Company's equity securities to file with
the Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than 10 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, 4 and 5 supplied
to the Company, none of the officers, directors or 10 percent stockholders of
the Company were delinquent in any necessary filings under Section 16(a).
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its officers and directors
for the past three fiscal years. Prior to the merger, the Company entered into a
three-year employment agreement with Mr. Wilcox effective upon the closing of
the merger. The Agreement provides a base salary of $360,000 per year (with cost
of living increases) and potential bonuses. Additionally, Mr. Wilcox received a
grant of 1,500,000 stock options exercisable at $.16 per share, which shall vest
in equal installments of 250,000 options on each June 30 and December 31 on a
vesting date if Mr. Wilcox is employed by the Company. These options replace a
grant by UC Hub in April 2003. Mr. Wilcox's benefits under his prior agreement
with UC Hub including payment of the premiums on a $2 million life insurance
policy owned by Mr. Wilcox and payment of an automobile allowance of $1,500 per
month, plus insurance have been continued.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid during each of the
three years ended December 31, 2003 to our chief executive officer and our other
executive officers whose total salary and bonus in our fiscal year ended
December 31, 2003 exceeded $100,000. It is included because it is required by an
SEC rule, although it does not list compensation of our new management since
none was paid by us.
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ANNUAL COMPENSATION
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FISCAL OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- --------------------------- ---- ------ ----- ------------
Paul Lanham 2003 $0 $0 $0
President and sole director 2002 $0 $0 $0
2001 $0 $0 $0
STOCK OPTIONS
The Company did not grant any stock options, nor were any options
exercised by the named executive officer.
During 2003, the Company did not adjust or amend the exercise price of any stock
options previously awarded to the named executive officer, whether through
amendment, cancellation or replacement grants, or any other means.
Dated: March 8, 2004 By order of the Board of Directors
/s/ Larry Wilcox
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Larry Wilcox, President
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