UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 14f-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
----------------------------------
RESCON TECHNOLOGY CORP
--------------------------
(Exact name of registrant as specified in its charter)
000-13822
-----------
(Commission File Number)
NEVADA 83-0210455
- ------------------------ --------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
1500 Market Street
12th Floor, East Tower
Philadelphia, Pennsylvania 19102
---------------------------------
(Address of principal executive offices)
(215) 246-3456
------------------
(Registrant's telephone number, including area code)
RESCON TECHNOLOGY CORP
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 PROMULGATED THEREUNDER
RESCON TECHNOLOGY CORP IS NOT SOLICITING PROXIES IN CONNECTION WITH THE
MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER
ACTION BY THE SHAREHOLDERS OF RESCON IS REQUIRED TO BE TAKEN IN CONNECTION
WITH THIS INFORMATION STATEMENT.
INTRODUCTION
This Information Statement is being furnished to stockholders of
record as of January 3, 2005, of the outstanding shares of common stock,
par value $0.0001 (the "Common Stock") of ResCon Technology Corp, a Nevada
corporation, pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Rule 14f-1 thereunder, in
connection with the issuance of certain shares of Common Stock pursuant to
an Agreement and Plan of Reorganization, dated October 16, 2004, by and
among ResCon Technology Corporation, a Nevada corporation ("Rescon"), Nayna
Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary
of Rescon, ("Acquisition Sub"), Nayna Networks, Inc. ("Nayna"), and
Christian Nigohossian, (the "Merger Agreement"), pursuant to which
Acquisition Sub, merged with and into Nayna, with Nayna surviving as a
wholly owned subsidiary of Rescon (the "Merger").
The Merger Agreement provides that Rescon's directors and executive
officers, Henrik Klausgaard, Ilona Klausgaard, Tristan V. Voth-Stonger
shall resign effective as of the Closing Date (as defined in the Merger
Agreement) and that Rescon shall appoint Naveen S. Bisht, Tsuyoshi Taira,
Nicholas Mitsakos, Babu Ranganathan and Rahul Vaid as the directors of
Rescon. Effective as of the Closing Date, Tsuyoshi Taira will become the
Chairman, Naveen S. Bisht will become Chief Executive Officer and President
and Secretary, and Michael Meyer will become Chief Financial Officer.
Rescon will, to the extent permitted by applicable law, secure the
resignation of, or remove, Henrik Klausgaard, Ilona Klausgaard and Tristan
V. Voth-Stonger as the existing directors and executive officers so as to
enable the above persons to be appointed as directors and officers in
accordance with the Merger Agreement. Henrik Klausgaard, Ilona Klausgaard,
and Tristan V. Voth-Stonger have indicated their intent to resign on the
Closing Date.
This Information Statement is being furnished pursuant to Section
14(f) of the Exchange Act, and Rule 14f-1 promulgated thereunder.
No action is required by the stockholders of Rescon in connection with
this Information Statement. However, Section 14(f) of the Exchange Act and
Rule 14f-1 promulgated thereunder require the mailing to Rescon's
stockholders of record of the information set forth in this Information
Statement at least 10 days prior to the date a change in a majority of
Rescon's directors occurs (otherwise than at a meeting of Rescon's
stockholders). Accordingly, the closing of the transactions contemplated
under the Merger Agreement ("Closing") and the resulting change in a
majority of the Rescon's directors will not occur until at least 10 days
following the mailing of this Information Statement, which will be mailed
to Rescon's stockholders of record on or about January 11, 2004.
PROPOSED CHANGE IN CONTROL TRANSACTION
On October 16, 2004, Rescon entered into the Merger Agreement, which
provides that, on the Closing Date, Rescon will acquire all of the
outstanding capital stock of Nayna in exchange for Rescon's issuance to the
Nayna Stockholders of 32,500,000 shares of Rescon's Common Stock.
Immediately following the Closing, Nayna stockholders will own
approximately 89% of the issued and outstanding shares of Rescon's Common
Stock and the current shareholders of Rescon prior to the Closing will own
approximately 11% of the issued and outstanding shares of Rescon's Common
Stock.
Effective as of the Closing, Henrik Klausgaard, Ilona Klausgaard, and
Tristan V. Voth-Stonger will resign as directors and executive officers of
Rescon, and the newly-appointed board of directors of Rescon will consist
of Naveen S. Bisht, Tsuyoshi Taira, Nicholas Mitsakos, Babu Ranganathan and
Rahul Vaid. Three director positions will remain vacant following the
Closing, but these vacant positions are expected to be filled within thirty
(30) days following Closing.
Rescon's completion of the transactions contemplated under the Merger
Agreement are subject to the satisfaction of certain contingencies
including, without limitation, Nayna's delivery of audited and pro forma
financial information acceptable to Rescon and compliance with regulatory
requirements. The directors of Rescon and the directors and stockholders of
Nayna have approved the Merger Agreement, subject to the contingencies and
the transactions contemplated thereunder.
VOTING SECURITIES
Rescon's Common Stock is the only class of equity securities that is
currently outstanding and entitled to vote at a meeting of Rescon's
shareholders. Each share of common stock entitles the holder thereof to one
vote. As of January 3, 2005, there were approximately 4,170,440 shares of
Rescon's Common Stock outstanding.
RESCON'S BUSINESS
Rescon has been engaged in developing certain business opportunities
it has acquired during the past few years, including seeking funding to
complete final development and marketing of its Reading and Writing Plus
educational product, its digital yearbook and its trading software
platform.
3
NAYNA'S BUSINESS
Founded in February 2000, Nayna is a hardware and software development
company that designs, develops and markets next generation broadband access
solutions, also known as Ethernet In The First Mile (EFM) solutions for the
secure communications market. Typical customers include carriers, Cable TV
(CATV) service providers and corporations. Nayna's flagship platform,
ExpressSTREAM, removes the performance bottlenecks typically found in
access networks. The high quality and rich feature set of Nayna's solutions
enables the gigabit class ExpressSTREAM platform to address a wide variety
of applications from the transport level up to and through the application
layer. Nayna, together with the companies which it has acquired, has
raised more than $65 million in venture capital investment over the past
five years, substantially all of which has been spent on product
development.
Nayna's solutions are based on proprietary hardware and software
implementations that are largely based on standard components. This
approach makes Nayna's solutions more flexible and less costly and enables
Nayna to address its customer's needs swiftly without the cost or time
required to make custom silicon chips. These high-performance, cost-
effective solutions are enhanced by intelligent enforcement of Quality of
Service (QoS), which positions Nayna to compete effectively in its target
markets.
Throughout 2004, Nayna introduced a series of products under its
flagship ExpressSTREAM platform. ExpressSTREAM is certified for a wide
variety of applications including handling of advanced real time
applications such as streaming content. Previous generations of products
were limited to average bandwidths of just a few hundred Kilo bits per
second (Kbps) and a total of just 2.5Gbps per system. Nayna's ExpressSTREAM
solutions range up to 32 Gbps of non-blocking system capacity and
10/100/1000 Mbps per subscriber site.
This high capacity is supported by high performance switching capacity
of up to 48 million packets per second, compared to just 2 million packets
per second in most gigabit LAN switches. Nayna's high performance switching
fabric is the key to its excellent carrier class QoS and in turn, provides
Nayna the ability to mix and match voice, data and IP video on the same
links. While typical LAN products can only handle large data packets
efficiently, ExpressSTREAM has sufficient additional capacity to enable it
to mix small high priority voice packets in the same stream as the larger
packets without being lost or delayed.
4
DIRECTORS AND OFFICERS
The following table sets forth the names, positions and ages of the
Rescon's current executive officers and directors. All of Rescon's
directors serve until the next annual meeting of shareholders or until
their successors are elected and qualify. Officers are elected by the board
of directors and their terms of office are at the discretion of the board
of directors.
<Table>
<Caption>
NAME AGE POSITION
- ----- ----- ---------
Henrik H.E. Klausgaard (1) 44 Chief Executive Officer and
Director
Ilona V. Klausgaard 44 Chief Financial Officer, Secretary,
Treasurer and Director
Tristan V. Voth-Stonger, M.D 56 Director
</Table>
(1) Mr. Klausgaard became a director in May 2004 and became the CEO
in August 2004.
(2) Mrs. Klausgaard became a director in May 2004 and became the CFO,
secretary and treasurer in August 2004.
(3) Dr. Voth-Stonger became a director in August 2004
HENRIK H.E. KLAUSGAARD. Since 1995, Mr. Klausgaard has served as an
executive of a corporate services enterprise providing consulting and
support in corporate structuring and trustee services to private
individuals and foundations. Since 2003 he has also took he has served on
the board of directors of a UK based corporate service provider. From 1989
to 1995, Mr. Klausgaard was an independent financial consultant, primarily
in Germany. Mr. Klausgaard is not currently serving as a director of any
other reporting company.
ILONA V. KLAUSGAARD. Since 1995, Mrs. Klausgaard has served as the
managing director of a corporate service provider based in Europe
specializing in set up and management of international corporate entities.
During this time, she has also served as a director for various
corporations. From 1985 to 1985, Mrs. Klausgaard was self employed and
provider client acquisition services to independent financial services
consultants in Europe. Mrs. Klausgaard is not currently serving as a
director of any other reporting company.
TRISTAN V. VOTH-STONGER, M.D. Dr. Stonger currently works as a
plastic surgeon specializing in cosmetic, reconstructive and hand and nerve
surgery. He has practiced in Peru, Indiana since 1991 and has served as a
director of the Indiana Pain Center since 1998. Dr. Stonger also served as
a Flight Surgeon for the United States Air Force Reserves from 1986 to
1994. Dr. Stonger graduated with an A.B. degree in Zoology, Anthropology
from Indiana University in 1969. He received an M.D. degree from the
Indiana University School of Medicine in 1973. Dr. Stonger does not
currently as a director of any other reporting company.
Henrik Klausgaard and Ilona Klausgaard are married.
5
COMMITTEES OF THE BOARD OF DIRECTORS
Rescon does not currently have an audit committee, however, for
certain purposes of the rules and regulations of the SEC, the Company's
board of directors is deemed to be its audit committee. Rescon's board of
directors has determined that its members do not include a person who is an
"audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The board of directors has determined that each of
its members is able to read and understand fundamental financial statements
and has substantial business experience that results in that member's
financial sophistication. Accordingly, the board of directors believes that
each of its members have the sufficient knowledge and experience necessary
to fulfill the duties and obligations that an audit committee would have.
With the proposed change in control of Rescon, it is the intent of the new
board of directors to create an audit committee. One of the director
positions to be filled within 30 days of the Closing Date will be a
director who is an "audit committee financial expert".
Rescon does not have a standing compensation or nominating committee
or committees performing similar functions because it has no meaningful
operations and has no employees. Rescon determined not to establish a
nominating committee at this time in view of changes in the composition of
the Board of Directors that will occur on the Closing Date. Previously,
nominations were determined by the members of the then existing Board of
Directors.
The board of directors met four times during the 2004 fiscal year.
DIRECTORS AND EXECUTIVE OFFICER COMPENSATION
The following table sets forth certain summary information concerning
the compensation paid or accrued by Rescon to its current and former
directors and executive officers during the fiscal years ended August 31,
2004, 2003 and 2002:
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
Long Term Compensation Long Term Compensation
Awards Payouts
Restr All
Name & icted LTIP Other
Principal Compen Stock Options Payout Compen
Position Year Salary Bonus sation Awards /SARs # ($) sation
- -------------------------------------------------------------------------------------
Henrik Klausgaard 2004 $-0- $-0- $-0- $-0- -- $-0- $-0-
CEO, Director
Ilona Klausgaard 2004 -0- -0- -0- -0- -- -0- -0-
CFO, Secretary,
Treasurer, Director
Tristan Voth-Stonger 2004 -0- -0- -0- -0- -- -0- -0-
Director
Christian Nigohossian* 2004 12,000 -0- -0- -0- -- -0- 17,600
Former CEO, 2003 12,000 -0- -0- -0- -- -0- -0-
President, Director 2002 -0- -0- -0- -0- -- -0- -0-
- -------------------------------------------------------------------------------------
</Table>
* Mr. Nigohossian resigned as CEO, president and director of Rescon in
August 2004.
6
NEW DIRECTORS AND OFFICERS
The Merger Agreement provides that, on the Closing Date, the current
directors and officers of Rescon shall resign and Rescon shall appoint the
following persons as executive officers and directors of Rescon.
<Table>
<Caption>
NAME AGE POSITION
- ---- ---- ---------
Naveen S. Bisht 41 Founder, President, Chief Executive Officer,
and Director
Tsuyoshi Taira 65 Chairman of the Board of Directors
Nicholas Mitsakos 45 Director
Babu Ranganathan 50 Director
Rahul Vaid 30 Director
Gautam Chanda 47 Vice President Business Development &
Vertical Markets
Richard D'Sa 55 Vice President Worldwide Sales
Hari Hirani 49 Vice President Engineering
Dr. Raj Jain 53 Co-Founder and Chief Technology Officer
Michael Meyer 54 Chief Financial Officer
Dominique Rodriguez 50 Vice President Product Management
</Table>
The following sets forth biographical information concerning the newly
elected directors and principal officers:
NAVEEN S. BISHT has over 15 years of experience in business development,
marketing, strategy, engineering and general management in storage,
networking and the telecommunication industry. Previously he was the
Founder, President and CEO of Ukiah Software, Inc. - a leader in policy-
based bandwidth and security management software systems for service
provider and enterprise networks that was sold to Novell, Inc. in 1999.
Ukiah received a number of awards including Top 10 Companies to Watch in
1999; Top 25 Hot Startups of 1998; 1999 Telecommunications Product of the
Month Award; 1999 and 1998 Hot Product Awards. Prior to Ukiah, he was
founder and President of a consulting services company focused on
telecommunication and networking market. He is also Founder/Partner of
Luxmi Ventures LLC - a seed stage venture fund focused on network
infrastructure market. Naveen attended the Ph.D. Program at University of
California, Santa Barbara; holds a MS from Texas Tech University; and
earned a MS and BSME from the Birla Institute of Technology & Science,
Pilani. He holds three patents in the area of Quality of Service and
security management in IP Networks. Mr. Bisht is not a nominee or director
of any other reporting company.
7
TSUYOSHI TAIRA is the CEO of Tazan International Inc, a venture capital and
management consultancy firm. Mr. Taira has been involved with a number of
Silicon Valley startup companies as founding investor/director including
Atmel Semiconductor (NASDAQ: ATML), Pico Power Technology Inc (acquired by
Cirrus Logic), Junglee Corporation (acquired by Amazon.com, NASDAQ: AMZN),
Armedia (acquired by Broadcom, NASDAQ: BRCM), Apptivity (acquired by
Progress Software, NASDAQ: PRGS) and many others. He has been instrumental
in providing seed stage financing, management and marketing advice,
especially for the Far Eastern market to the startup companies. Currently
he serves on the boards of Silicon Storage Technology Inc. (flash memory
company), Nayna Networks, Inc. (networking products and services),
Ureach.Com (unified e-mail and voice mail messaging company), Asia-Links
Media (Semiconductor components e-commerce) and Teleweb (Call Center in
China). In addition, he is on the advisory board of Silicon Motion (Graphic
Controller IC), CLCEO (Polarizer), Reveo (Revolutionary Electro Optics
Technology Company) and several other companies. Previously, Mr. Taira was
Chairman of Sanyo Semiconductor directing Sanyo's US marketing strategy.
Most of his career was spent at Sanyo Corporation except for five years
when he worked at Fairchild Semiconductor. Mr. Taira graduated from Tokyo
Metropolitan University with a BSEE. He also received an Honorary Doctor of
Humanities from Newport Asia Pacific University in March 2000. He has
published a number of books including "Audio Amplifier", "Transistor
Physics and Application" as a Co-author and most recently a book on
entrepreneurship, "My Fellow Engineer, Let's Challenge" from Nikkei BP.
NICHOLAS MITSAKOS is an investor and entrepreneur focusing on
communications and bioscience. He is on the board of directors to Nayna
Networks; Hawaii Biotech; Meru Networks; Matisse Networks; NetContinuum
Corporation; and BridgeWave Communications. He is a co-founder or founding
investor in Meru Networks, Matisse Networks, Nayna Networks and
NetContinuum. He is an active advisor to SiNett Corp, MiraPoint
Communications, Colo, Inc., Firewave, Inc. and PS Pharmaceuticals. Mr.
Mitsakos has co-founded several other companies, including InterVu (IPO
December 1997, sold to Akamai March 2000), Capri Systems (sold to Time-
Warner in June 1996), Berkeley Networks (sold to FORE Systems September,
1998); and General Computer Corporation (sold to Warner Communications).
He was the lead investor in Maverick Networks (sold to Broadcom in May,
1999); Wireless Home (sold to Western Multiplex, now Proxim, in April,
2001); ConvergeNet (sold to Dell in July 1999), and Magma Design Automation
(IPO November 2001). Since 1989, Mr. Mitsakos has provided capital for, or
acquired, over 25 companies in the US, Europe and Asia, including several
companies in China. He served as a director or advisor to each company,
and was the CEO of three companies. Mr. Mitsakos has also worked as an
investment banker at Goldman Sachs and Drexel Burnham, and was a consultant
at the Boston Consulting Group. He was a lecturer at UCLA's Anderson
School of Business from 1993 to 1998, creating two courses focused on
developing successful businesses from emerging technologies. He holds BS
degrees in Computer Science and Microbiology from the University of
Southern California and an MBA from Harvard University. He is also on the
board to UCLA's Center for Cerebral Palsy within the UCLA Medical School.
Mr. Mitsakos is not a nominee or director of any other reporting company.
8
BABU RANGANATHAN is a general partner focused in enterprise applications,
networking software and hardware. Prior to joining Apex, Babu was a
management consultant with Booz, Allen and Hamilton, where he developed
strategic technology initiatives for clients in multiple industries. He
also held various management positions in technology development, strategic
services and account management with AT&T. Babu serves or previously served
on the boards of Agamis Systems, Ageia, e-studio LIVE, Nayna Networks and
NexPrise. He has worked extensively with the management teams of Finjan,
Doublespace, I3 Mobile, Inc., and IDK/NETdelivery Corporation. Babu holds
an MBA from the University of Chicago and a BS in Engineering from the
Indian Institute of Technology. Mr. Ranganathan is not a nominee or
director of any other reporting company.
RAHUL VAID is a general partner with Pacesetter Capital Group and joined
the firm in January 2001 and has led several investments for the firm.
Prior to joining the firm, he was Vice President of Investments at
Doublespace LLC, an early stage investment firm that invested in media and
telecommunications ventures in the U.S. and Europe. Prior to Doublespace,
Rahul was one of the founding members of Wit Capital's (now Soundview
Technology Group - Nasdaq: SNDV) investment banking group through the
firm's initial public offering in 1999 and served as Vice President of
Investment Banking. Previously, Rahul has held engineering positions at
Daat Research and the Tata Institute of Fundamental Research in India.
Rahul is involved with several entrepreneurial and industry organizations
such as TiE, CiE, IEEE, SVMG, AEA, and is a frequent speaker at several
conferences on entrepreneurship and venture capital. Rahul holds an MEM (a
joint business degree) and an MS from Dartmouth College, a BS degree from
Government College of Engineering Pune, India, and an Advanced Diploma in
Enterprise Systems from N-IIT, India. Mr. Vaid is not a nominee or
director of any other reporting company.
GAUTAM CHANDA was most recently co-founder, President, and CEO of Accordion
Networks, has over 20 years of product development experience with
telecommunications and data communications systems, including ATM/IP
switching, multi-service access, and SONET/SDH technologies. Accordion
Networks developed products to deliver Broadband Access Services in the
buildings such as MTU (Multi-Tenant Units), MDU (Multi Dwelling Units) and
Hospitality (Hotels). Accordion was funded by distinguished investors such
as Intel, Transwitch Corp., and Bell Canada. Prior to co-founding
Accordion, he was the principal founder and VP of Engineering at Mayan
Networks that developed IP over SONET products for the Service Providers.
He has held various senior technical and management positions at Premisys,
3Com, Intel and ITT. Mr. Chanda holds a BSEE from the Birla Institute of
Technology and Science in Pilani, India and an MSEE from the Polytechnic
Institute of NY at Brooklyn.
9
RICHARD D'SA has over 25 years of experience in the telecommunications and
high technology markets where he has been lauded by his peers for his
visionary strategies. Richard was most recently in charge of Arambei, a
technology, M&A and a channel bridging consultant company. Previous to
Arambei, D'sa was Founder, Senior Vice President, Worldwide Sales &
Marketing and COO of Xpeed Networks, in the broadband access market with
DSL and optical solutions. Previous to Xpeed, D'sa spent 18 successful
years at Motorola Semiconductors, LSI Logic and ITEX in various senior
executive engineering, sales and marketing management roles where his
contributions earned him several awards and promotions. He also spent six
years at OPTi, a premier PC Chipset Company where he served in management
roles to the Senior Executive VP level. D'sa holds B.Sc Honors degree in
Electronics Engineering and Physics, majoring in optical spectroscopy,
semiconductors, electro-magnetic theory and electronics from University of
London, UK.
HARI HIRANI is a senior engineering executive with extensive experience
managing the development of carrier class products for Telecom market. Hari
was previously Vice-President Engineering for NtechRA, Inc. Before NetchRA
Hari was the Director of Engineering for HAL Computers (a division of
Fujitsu), ADC Telecommunications and Telco Systems. Hari has published
numerous technical papers published by industry leading journals. Hari
holds an MSEE (Computer and Information Engineering) from the University of
Florida and BSEE from MS University, India.
DR. RAJ JAIN is an industry renowned professional in communications
industry for his work in IP traffic Management, ATM, Optical Networking and
quality of service. Most recently, he has been a Professor of Computer
Science at Ohio State University. Prior to that for sixteen years, he was a
Senior Consulting Engineer at Digital Equipment Corporation and led the
design and analysis of many computer systems and networking technologies
including Ethernet, DECnet, OSI, FDDI, and ATM networks. He was also an
active member of the All-Optical Networking (AON) consortium consisting of
Digital, M.I.T./Lincoln Lab, and AT&T that started the research on Dense
Wavelength Division Multiplexing networks. He is an active participant in
several other industry forums including Internet Engineering Task Force
(IETF), Optical Interoperability Forum (OIF), Institute of Electrical and
Electronic Engineering (IEEE), American National Institute (ANSI), ITU and
Telecommunications Institute of America (TIA). He is a Fellow of IEEE, a
Fellow of ACM and a member of Optical Society of America, Society of Photo-
Optical Instrumentation Engineers (SPIE), and Fiber Optic Association. Dr.
Jain has also taught at MIT and has 13 patents, over 120 publications and a
number of awards for his contribution to the industry. Previously, he was a
consultant to Nortel, Nexabit/Lucent and a number of other networking
companies. Dr. Jain received his Ph.D. in Computer Science from Harvard
University.
10
MICHAEL MEYER has over 15 years of executive experience in finance and
operations in manufacturing and high-tech companies. Previously, from 2000
to 2004, he was the CEO of AirLink Communications, a wireless data
solutions company. Immediately prior to that, in 1999, he was at LuxN, a
fiber optic equipment startup. From 1996 to 1998 Michael was the VP
Finance and Operations for Sierra Wireless, a wireless modem manufacturer.
He also was the founder and president of a services company focused on
providing temporary executive help for manufacturing and high-tech
companies. He has also been the CFO of a public software company, a
merchant bank (investing in high-tech startups), a battery company and an
electrical equipment manufacturer. Michael attended the MBA program at
Simon Fraser University and holds a CMA from the Society of Management
Accountants. Michael has lived an worked in Australia, Canada and the US.
DOMINIQUE RODRIGUEZ brings over 20 years of experience in senior
engineering, technology, product marketing and business development in the
networking and telecommunications industry. Most recently, he was CTO & Co-
founder of Xpeed Networks. - a company focused on the broadband access
market. Prior to Xpeed, he was the Director of Technology Licensing at
Cylink Corp focused on their wireless products. Previously, he was a Group
Manager, Sparc Technology Group at Sun Microsystems. Prior to that, he was
Co-founder, President and CEO of AIT. He also worked at Thomson-CETIA. He
holds a BS and MS in computer Science and a MBA from the University of
Paris. He also attended the Doctoral Program at University of Paris.
Each director will serve until his successor is elected at the annual
meeting of shareholders or until his earlier death, resignation or removal
and, subject to the terms of any employment agreement with Rescon, each
executive officer serves at the pleasure of the Board of Directors. None
of the new officers or directors have been involved in any transaction with
Rescon or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the
Securities and Exchange Commission, other than with respect to the
transactions that have been described herein. None of the current or new
directors and officers has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, or has been a party
to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) during the past five years, that
resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding Rescon's
Common Stock beneficially owned on January 3, 2005 for (i) each stockholder
known to be the beneficial owner of 5% or more of Rescon's outstanding
Common Stock, (ii) each executive officer and director, and (iii) all
executive officers and directors as a group. In general, a person is deemed
to be a "beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of such security, or the power to
dispose or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within 60 days. At January 3,
2005, Rescon had approximately 4,170,440 shares of Common Stock
outstanding.
11
<Table>
<Caption>
Number of Shares
Beneficial Owner Beneficially Owned Percent
- ------------------------------------- ------------------ --------------
Naveen S. Bisht (1) -0- *
Gautam Chanda (1) -0- *
Richard D'Sa (1) -0- *
Ex-Pit, Inc. 338,984 5.5%
Hari Hirani (1) -0- *
Dr. Raj Jain (1) -0- *
Henrik Klausgaard -0- *
Ilona Klausgaard (2) 11,017 *
Michael Meyer (1) -0- *
Nicholas Mitsakos (1) -0- *
Christian Nigohossian (3) 1,949,154 46.7%
Radical Technologies, Inc. 372,882 8.9%
Babu Ranganathan -0- *
Dominique Rodriguez (1) -0- *
Speed of Thought Trading Corporation (3) 917,967 22.0%
Tsuyoshi Taira (1) -0- *
Rahul Vaid (1) -0- *
Tristan V. Voth-Stonger 96,611 2.3%
- -------------------------------------------------------------------------------
Directors, executive officers and nominees
as a group (14 persons) 107,628 2.6%
- -------------------------------------------------------------------------------
TOTAL 2,768,648 66.4%
- -------------------------------------------------------------------------------
* Less than 1.0%
</Table>
(1) Nominee director and/or officer of Rescon.
(2) Mrs. Klausgaard owns no shares in her own name. Mrs. Klausgaard is
the sole director of an entity that owns 11,017 common shares of Rescon and
therefore, may be deemed to have voting control over those shares.
(3) Mr. Nigohossian owns 1,031,187 shares in his own name. Mr.
Nigohossian is the president and director of Speed of Thought Trading
Corporation and therefore, may be deemed to have voting control over the
917,967 shares held by Speed. Mr. Nigohossian is not a shareholder of
Speed. Mr. Nigohossian is no longer an officer or director of Radical
Technologies, Inc., and no longer maintains voting or investment power over
the shares held by Radical.
12
Following closing of the Merger Agreement, there will be
approximately 36,670,040 common shares outstanding (including the
32,500,000 shares of Rescon common stock issued to the stockholders of
Nayna in exchange for 100% of the outstanding shares of common stock of
Nayna). The following table sets forth certain information regarding
concerning the number of shares of Rescon stock anticipated to be acquired
upon the closing of the Merger based in part on shares of Nayna stock
beneficially owned on December 31, 2004 for (i) each stockholder
anticipated to be the beneficial owner of 5% or more of Rescon's
outstanding Common Stock, (ii) each executive officer and director, and
(iii) all executive officers and directors as a group, on a pro forma basis
to reflect the transactions contemplated by the Merger Agreement. Unless
otherwise indicated, each person in the table will have sole voting and
investment power with respect to the shares shown after the consummation of
the transactions contemplated by the Merger Agreement. Except as otherwise
noted, options granted under the Nayna 2000 Stock Option Plan, which will
be assumed by Rescon in connection with the Merger, are immediately
exercisable, subject to the company's right to repurchase unvested shares
upon termination of employment or other service at a price equal to the
option exercise price.
<Table>
<Caption>
Number of Shares
Beneficial Owner Beneficially Owned Percent
- -------------------------------------------- ------------------ --------------
Pacestter/ MVHC, Inc. (1)
2435 North Central Expressway, Suite 200
Richardson TX 75082. . . . . . . . . . . . 4,423,397 12.06%
Ignite Ventures (2)
225 Shoreline Drive #510
Redwood City, CA 94065 . . . . . . . . . . 4,360,092 11.89%
Apex Ventures (3)
233 South Wacker Drive, Suite 9600
Chicago, Il 60606. . . . . . . . . . . . . 4,119,982 11.24%
Eric McAfee (4)
10600 North DeAnza Blvd., # 250
Cupertino, CA 95014. . . . . . . . . . . . 4,100,000 11.18%
Berg McAfee Companies, LLC (5)
10600 North DeAnza Blvd. #250
Cupertino, CA 95014. . . . . . . . . . . . 3,000,000 8.18%
MKS Ventures, LLC (6)
3320 Baker Street
San Francisco, CA 94123. . . . . . . . . . 2,884,597 7.80%
Christian Nigohossian. . . . . . . . . . . 1,949,154 5.32%
Naveen S. Bisht (7). . . . . . . . . . . . 2,264,273 5.98%
Gautam Chanda (8). . . . . . . . . . . . . 448,556 1.21%
Richard D'Sa (9) . . . . . . . . . . . . . 440,171 1.19%
Hari Hirani (10) . . . . . . . . . . . . . 410,377 1.11%
Dr. Raj Jain (11). . . . . . . . . . . . . 1,128,464 3.03%
Michael Meyer (12) . . . . . . . . . . . . 350,000 *
Dominique Rodriguez (13) . . . . . . . . . 348,371 *
Tsuyoshi Taira (14). . . . . . . . . . . . 1,174,475 3.20%
Nicholas Mitsakos (6). . . . . . . . . . . 2,884,597 7.80%
Babu Ranganathan (3) . . . . . . . . . . . 4,119,982 11.24%
Rahul Vaid (1) . . . . . . . . . . . . . . 4,423,397 12.06%
Directors and executive officers
as a group (11 persons)(15). . . . . . . . 17,992,663 44.43%
</Table>
13
* Less than 1.0%
(1) - 3,806,663 shares held by Alliance Enterprise Corporation, and
- 312,655 shares held by Mesbic Ventures, Inc.
each of which is an Small Business Investment Company and a wholly
owned affiliate of Pacesetter /MVHC, Inc. ("PMVHC"), and through an
investment committee, exercises sole voting and investment power with
respect to all shares of record held by these entities. Individually,
no stockholder, director or officer of PMVHC has or shares such voting
or investment power. Also, includes 300,499 shares held by Pacesetter
Growth Fund, L.P., which shares common management with PMVHC and for
which PMVHC is a limited partner. Mr. Vaid, a Senior Vice President
of PMVHC, disclaims beneficial ownership of shares held by these
entities except to the extent of his pecuniary interest in these
entities and the 3,580 shares Mr. Vaid personally holds.
(2) Includes:
- 4,350,012 shares held by Ignite Ventures II, L.P.,
- 7,192 shares held by Ignite Ventures I, L.P., and
- 1,060 shares held by Ignite Entrepreneurs, L.P.
each of which is an affiliate of Ignite Associates LLC, which also
holds 1,828 shares directly. Ignite Associates LLC is the general
partner of each of these entities, and through an executive committee,
exercises sole voting and investment power with respect to all shares
of record held by these entities. Individually, no stockholder,
director or officer of Ignite Associates LLC has or shares such voting
or investment power.
(3) Includes:
- 2,744,148 shares held by Apex Investment Fund V, L.P.,
- 1,335,369 shares held by Apex Investment Fund IV, L.P., and
- 40,465 shares held by Apex Strategic Partners IV, LLC
Apex Management V, LLC is the general partner of Apex Investment Fund
V, L.P. and Apex Management IV, LLC is the general partner of Apex
Investment Fund IV, L.P. and Apex Strategic Partners IV, LLC. Apex
Management V, LLC and Apex Management IV, LLC, each through an
executive committee, exercises sole voting and investment power with
respect to all shares of record held by Apex Investment Fund V, L.P
and Apex Investment Fund IV, L.P. and Apex Strategic Partners IV, LLC,
respectively. Individually, no stockholder, director or officer of
Apex Management V, LLC or Apex Management IV, LLC has or shares such
voting or investment power. Mr. Ranganathan, a Managing General
Partner of both Apex Management V, LLC and Apex Management IV, LLC
disclaims beneficial ownership of shares held by these entities except
to the extent of his pecuniary interest in these entities.
(4) Includes:
- 3,000,000 shares held by Berg McAfee Companies, LLC,
- 500,000 shares held by McAfee Capital, LLC
- 400,000 shares held by Cagen McAfee Capital Partners, and
- 200,000 shares held by P2 Capital, LLC
Mr. McAfee is a Managing Partner of Berg McAfee Companies, LLC and
Cagen McAfee Capital Partners, each of which exercises sole voting and
investment power with respect to all shares it holds of record through
an executive committee. Individually, no stockholder, director or
officer of Berg McAfee Companies, LLC or Cagen McAfee Capital Partners
has or shares such voting or investment power. Mr. McAfee disclaims
beneficial ownership of shares held by Berg McAfee Companies, LLC and
Cagen McAfee Capital Partners except to the extent of his pecuniary
interest in those entities. Mr. McAfee is the sole Managing Partner
of McAfee Capital, LLC. In this capacity, Mr. McAfee exercises sole
voting and investment power with respect to all shares of record held
by McAfee Capital, LLC. Mr. McAfee's spouse is the sole Managing
Partner of P2 Capital, LLC. In this capacity, she exercises sole
voting and investment power with respect to all shares of record held
by P2 Capital, LLC. Mr. McAfee disclaims beneficial ownership of
shares held by P2 Capital, LLC.
14
(5) Berg McAfee Companies, LLC exercises sole voting and investment power
with respect to all shares it holds of record through an executive
committee. Individually, no stockholder, director or officer of Berg
McAfee Companies, LLC has or shares such voting or investment power.
(6) Includes 1,857,054 shares held by MKS Ventures, LLC. Mr. Mitsakos is
the sole Managing Member of MKS Ventures, LLC. In this capacity, Mr.
Mitsakos exercises sole voting and investment power with respect to
all shares of record held by MKS Ventures. Also includes
298,374 shares subject to immediately exercisable options, of which
49,729 shares will be vested within 60 days after December 31, 2004.
(7) Includes 1,208,030 shares subject to immediately exercisable options,
of which 647,420 shares will be vested within 60 days after December
31, 2004. Also includes 5,966 shares held in trust for the minor
children of Mr. Bisht, of which he disclaims beneficial ownership.
(8) Represents 448,556 shares subject to immediately exercisable options,
none of which will be vested within 60 days after December 31, 2004.
(9) Represents 440,171shares subject to immediately exercisable options,
none of which will be vested within 60 days after December 31, 2004.
(10) Represents 410,377 shares subject to immediately exercisable options,
of which 211,528 shares will be vested within 60 days after December
31, 2004.
(11) Includes 531,716 shares subject to immediately exercisable options, of
which 345,731 shares will be vested within 60 days after December 31,
2004.
(12) Includes 250,000 shares subject to the company's right to repurchase
unvested shares upon termination of employment or other service at a
price equal to the purchase price and 100,000 shares subject to
immediately exercisable options, none of which will be vested within
60 days after December 31, 2004.
(13) Includes 332,979 shares subject to immediately exercisable options, of
which 155,021 shares will be vested within 60 days after December 31,
2004.
(14) Includes 59,675 shares subject to immediately exercisable options, of
which 9,946 shares will be vested within 60 days after December 31,
2004.
(15) See notes 6 through 14. Includes 3,829,878 shares subject to options
that are currently exercisable or will become exercisable within 60
days after December 31, 2004 beneficially owned by executive officers
and directors. 2,410,503 of these shares would not be vested within
60 days after December 31, 2004, and thus would be subject to
repurchase by Nayna.
15
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Rescon's directors and
executive officers, and persons who beneficially own more than 10% of a
registered class of Rescon's equity securities, to file initial reports of
beneficial ownership and changes in beneficial ownership of Rescon's
securities with the SEC. Directors, executive officers and beneficial
owners of more than 10% of Rescon's Common Stock are required by SEC
regulations to furnish Rescon with copies of all Section 16(a) forms that
they file. Except as otherwise set forth herein, based solely on review of
the copies of such forms furnished to Rescon, or written representations
that no reports were required, Rescon believes that for the fiscal year
ended August 31, 2004 beneficial owners complied with Section 16(a) filing
requirements applicable to them, except that Henrik and Ilona Klausgaard
and Tristan Voth-Stonger inadvertently failed to file Form 3s at the time
they became directors of the Company. In addition, each of such necessary
filings, as required to be made, will be filed with the SEC after Closing
of the transactions under the Merger Agreement.
FORWARD LOOKING STATEMENTS
Information included in this Information Statement on Schedule
14f-1 may contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known
and unknown risks, uncertainties and other factors which may cause the
Rescon's and/or Nayna's actual results, performance or achievements to be
materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe the Rescon's and/or
Nayna's future plans, strategies and expectations, are generally
identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend" or "project" or the negative
of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that
may be incorrect, and there can be no assurance that any projections
included in these forward-looking statements will come to pass. Rescon's
and/or Nayna's actual results could differ materially from those expressed
or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, neither Rescon nor Nayna
undertakes any obligation to update publicly any forward-looking statements
for any reason, even if new information becomes available or other events
occur in the future.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully.
Rescon is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission. These reports, proxy statements and
other information filed by Rescon 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.
16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Rescon Technology Corp
By: /S/ Henrik Klausgaard
--------------------------------------
Henrik Klausgaard
Chief Executive Officer
Date: January 6, 2005
17