SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Information Statement
Command International Corporation
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(Name of Registrant as Specified In Its Charter)
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(1) Title of each class of securities to which transaction
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(2) Aggregate number of securities to which transaction
applies:___________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:________________________
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(5) Total fee paid:____________________
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COMMAND INTERNATIONAL CORPORATION
c/o Vertical Capital Partners, Inc.
488 Madison Avenue, 8th Floor
New York, New York 10022
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
On May 12, 2004, the Board of Directors of Command International
Corporation (the "Company") unanimously approved a Settlement Agreement with
Staffin Group International, LLC ("Staffin"), whereby the Company agreed to sell
to Staffin its wholly-owned subsidiary Command Line Corporation ("CLC"). The
material terms of this transaction were:
o The Company sold 100 shares of CLC, which constituted all of the
issued and outstanding capital stock of CLC, in consideration for
the surrender of 578,936 shares of the Company.
o As a result of the Settlement Agreement, the Company no longer
has an operating company.
A more detailed description of this transaction is contained on page
3. In addition, on July 6, 2004, the Board of Directors unanimously approved the
amendment of the Company's Certificate of Incorporation to change the name of
the Company to Key Command International Corp. and to increase the number of
shares of authorized common stock and change the par value per share (the
"Common Stock"), from 40,000,000 shares, $.001 par value per share to
100,000,000 shares, $.0001 par value per share.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR
INFORMATIONAL PURPOSES TO NOTIFY THE COMPANY'S STOCKHOLDERS OF ANTICIPATED
EVENTS WHICH WILL RESULT IN THE COMPANY SELLING ITS WHOLLY-OWNED SUBSIDIARY AND
AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION ON AUGUST 9, 2004, TO
PROVIDE FOR A CHANGE TO THE COMPANY'S NAME AND AN INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK AND NOT IN CONNECTION WITH A VOTE OF THE
COMPANY'S STOCKHOLDERS. WHILE THE SALE OF THE COMPANY'S SUBSIDIARY TOOK EFFECT
AS OF MAY 12, 2004, THE PROPOSED CHARTER AMENDMENT WILL NOT TAKE EFFECT UNTIL
TWENTY (20) DAYS AFTER THIS INFORMATION STATEMENT IS MAILED TO OUR STOCKHOLDERS.
The date of this Information Statement is July 19, 2004.
Delaware law permits stockholder action to be taken without a meeting
if consent in writing is received from a majority of all stockholders who would
be entitled to vote upon the action if such meeting were held. Delaware law then
requires prompt notice to those stockholders who did not consent in writing. By
written actions taken as of May 12, 2004 and July 6, 2004, the Company's
principal stockholders, who collectively own approximately 57.09% of the
outstanding shares of the Company's Common Stock consented to the foregoing
corporate action as well as to the execution and filing of all necessary
documentation to evidence and effectuate the transactions. The Company had
11,473,040 shares of Common Stock outstanding as of July 6, 2004. Each share of
Common Stock has one vote. This Information Statement is provided to
stockholders of record as of July 7, 2004.
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to us with respect to
the beneficial ownership of 11,473,040 shares of our common stock outstanding,
as of July 6, 2004 by:
o Each person known by us to beneficially own 5% or more of our
common stock,
o Each of our executive officers and directors, and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of
the SEC and includes voting and investment power. Under SEC rules, a person is
deemed to be the beneficial owner of securities which may be acquired by such
person upon the exercise of options and warrants or the conversion of
convertible securities within 60 days from the date on which beneficial
ownership is to be determined. Each beneficial owner's percentage ownership is
determined by dividing the number of shares beneficially owned by that person by
the base number of outstanding shares, increased to reflect the
beneficially-owned shares underlying options, warrants or other convertible
securities included in that person's holdings, but not those underlying shares
held by any other person.
Except as otherwise indicated in the notes to the following table,
o We believe that all shares are beneficially owned, and investment
and voting power is held by, the persons named as owners; and
o The address for each beneficial owner listed in the table, except
where otherwise noted, is at Command International Corporation,
c/o Vertical Capital Partners, Inc., 488 Madison Avenue, 8th
Floor, New York, New York 10022.
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Amount and
Nature of Percentage of Shares
Name of Stockholder Beneficial Ownership Beneficially Owned
- ------------------- -------------------- --------------------
Allied International Fund, Inc.
488 Madison Avenue
New York, New York 10022.................. 1,075,000 9.37%
Frank Cantatore........................... 0 *
Command International Group, Inc. (1)..... 4,660,302 40.62%
Robert Fallah............................. 0 *
Harbor View Fund Inc.
14 Rolling Hill Road
Old Westbury, NY 11568.................... 775,000 6.76%
Old Oak Fund, Inc.
14 Rolling Hill Road
Old Westbury, NY 11568.................... 800,000 6.97%
James Prestiano
631 Commack Rd., Suite 2A
Commack, N.Y. 11725 ...................... 727,500 6.34%
Rubin Family Irrevocable Stock Trust
18 Pine Tree Drive
Great Neck, New York 11024................ 1,575,000 13.73%
All executive officers and directors ..... 0 *
as a group (2 persons )
* Less than 1% of the issued and outstanding shares.
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(1) This entity is a holding company comprised of various shareholders,
including members of management.
SALE OF WHOLLY-OWNED SUBSIDIARY OF THE COMPANY
On May 12, 2004, our Board of Directors approved a Settlement
Agreement with Staffin Group International, LLC ("Staffin"), whereby the Company
agreed to sell to Staffin 100 shares of its wholly-owned subsidiary Command Line
Corporation ("CLC"), which constituted all of the issued and outstanding capital
stock of CLC, in consideration for the surrender of 578,936 shares of the
Company. CLC markets interactive systems used in manufacturing, purchasing and
maritime management. CLC is located at 1090 King George's Post Road, Edison, New
Jersey. The phone number for the executive offices is (732) 738-6500. Staffin
acquired the 578,936 shares pursuant to a Stock Purchase Agreement dated as of
March 18, 2002, whereby the Company acquired from Staffin 100% of the issued and
outstanding capital stock of CLC. CLC shall retain all intellectual property
rights, trademarks, goodwill and other related rights such as existed prior to
the closing date of the Stock Purchase Agreement, as well as all development
that has taken place within CLC since the closing date of the Stock Purchase
Agreement. Certain obligations between the Company and CLC were cancelled and
the Company agreed to assume responsibility for satisfying certain defined
obligations. Robert Fallah, our President and Chief Executive Officer, resigned
from all officer and director positions he held with CLC and Donald Staffin and
Anne Staffin resigned from all officer and director positions they held with the
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Company. The Company agreed to enter into the Settlement Agreement to resolve
several disputes that arose under the Stock Purchase Agreement. No federal or
state regulatory requirements must be complied with or nor must any approvals be
obtained in connection with this transaction.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S NAME
Our Board of Directors has determined that it is in the best interest
of our Company to change our corporate name from "Command International
Corporation" to "Key Command International Corp." When our Company was formed,
it was named Algiers Resources, Inc. Upon our merger with Command International
Acquisition Corp. when we acquired Command Line Corporation as a wholly-owned
subsidiary, we changed our name to Command International Corporation. We
recently learned that there is another corporation which had the same name in
Delaware prior to us. Since we no longer own Command Line Corporation, it was
determined to be advisable that we change our name at this time.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE OF THE
AUTHORIZED SHARES OF COMMON STOCK AND CHANGE THE PAR VALUE FROM
40 MILLION SHARES, $.001 PAR VALUE PER SHARE TO 100 MILLION SHARES, $.0001
PAR VALUE PER SHARE OF COMMON STOCK
The Company's authorized capital stock currently consists of
40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par
value $.00l per share (the "Preferred Stock"), none of which was outstanding as
of the date hereof. As of July 6, 2004, an aggregate of 11,473,040 shares of
Common Stock were outstanding. The Common Stock has no preemptive or other
subscription rights, and there are no conversion rights or redemption or sinking
fund provisions with respect to such shares. The additional Common Stock would
also provide needed flexibility to meet future capital requirements and to take
advantage of propitious market conditions and acquisition opportunities.
Additional shares would be available for issuance for these and other purposes,
which include employee benefit programs, at the discretion of the Board of
Directors of the Company without the delays and expenses ordinarily attendant
upon obtaining further stockholder approval. To the extent required by Delaware
law or under any exchange regulations, stockholder approval will be solicited in
connection with certain issuances of stock. The Board of Directors has no
present plans to authorize a stock split or to enter into any acquisition
agreement or any other transaction. However, in order to meet the listing
requirements for the Nasdaq Stock Market, or any other stock exchange, the
Company may be required to effect a reverse stock split of the Common Stock.
The proposed amendment would also change the par value of the
authorized shares of Common Stock. The reduction in the par value of the Common
Stock will help the Company to ensure that all issued and outstanding shares of
Common Stock are designated as fully-paid and non-assessable, since for
accounting purposes the required consideration for such designation will be
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reduced from $.001 to $.0001. We believe that the proposed decrease in par value
is desirable to provide us with flexibility in managing corporate funds. The
adoption of the proposal will substantially decrease our required stated capital
which must be added to our liabilities in determining any surplus available for
dividends, distributions and other corporate purposes. The amendment, if
adopted, will not change or affect the number of shares held by any stockholder.
The change in par value will cause technical changes in the balance sheet as to
the amounts shown as "stated value" and "capital surplus." In addition, certain
states base the amount of franchise taxes and filing fees payable by a
corporation on the par value of its authorized shares. The decrease in par value
will decrease our franchise tax payments and our filing fees within the State of
Delaware.
CERTAIN EFFECTS OF AUTHORIZATION OF INCREASE OF AUTHORIZED SHARES OF COMMON
STOCK ON HOLDERS OF OUTSTANDING COMMON STOCK
The general effect of the authorization and issuance of additional
Common Stock, to the extent that dividends may be paid thereon, would be to
reduce the amount otherwise available for payment of dividends on the Common
Stock currently issued and outstanding, although no dividends have been paid by
the Company to date on the Common Stock and there is no present intention to do
so in the near future. In the event that any additional Common Stock having
limited voting rights are issued, the voting power of the Common Stock would be
diluted. To the extent that additional Common Stock may be issued, a dilution of
the equity of the outstanding Common Stock could result. Holders of capital
stock of the Company have no preemptive rights, and accordingly have no
preferential rights to purchase any Common Stock in order to maintain their
percentage ownership.
Although the proposed Amendment to the Certificate of Incorporation
authorizing an increase in the number of authorized Common Stock is not designed
to deter or prevent a change in control, under certain circumstances, the
Company could, nevertheless, use unissued Common Stock to create impediments or
frustrate persons seeking to effect a takeover or otherwise gain control of the
Company and thereby protect the continuity of the Company's Management. In
addition, the issuance of additional Common Stock at below market value would
dilute the value of the Company's then outstanding securities.
The Company could also place such shares privately with purchasers
who might support the Company's existing Board of Directors in opposing a
hostile takeover bid, although the Company has no present intention to do so.
The Company does not currently have any plans, agreements, commitments or
understandings with respect to the implementation of the issuance of additional
Common Stock.
A copy of the proposed Amendment to the Certificate of Incorporation
is attached as attached Appendix A to this Information Statement and should be
read by stockholders in its entirety.
By order of the
Board of Directors
/s/ Robert Fallah
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Robert Fallah, Secretary
New York, New York
July 19, 2004
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APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COMMAND INTERNATIONAL CORPORATION
FIRST: That at a meeting of the Board of Directors of Command International
Corporation (the "Corporation") resolutions were duly adopted setting forth
proposed amendments to the Corporation's Certificate of Incorporation, declaring
said amendments to be advisable and submitting said resolutions to the
stockholders of the Corporation for their consideration. The resolutions setting
forth the proposed amendments are as follows:
RESOLVED, that Article "1" of the Certificate of Incorporation of the
Corporation be amended to read, in its entirety, as follows:
"1. Name: The name of the Corporation is Key Command
International Corp." and be it further
RESOLVED, that Article "4.1" of the Certificate of Incorporation of
the Corporation be amended to read, in its entirety, as follows:
"4.1 Authorized Shares. The total number of shares of capital stock
which the Corporation shall have authority to issue is 105,000,000 shares,
consisting of two classes of capital stock:
(a) 100,000,000 shares of Common Stock, par value $.0001 per
share (the "Common Stock"); and
(b) 5,000,000 shares of Preferred Stock, par value $.001 per
share (the "Preferred Stock")."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendments.
Dated: August 9, 2004 /s/ Robert Fallah
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Robert Fallah, President