UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
(Amendment No. 1)
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 under the Exchange Act
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Mind2Market, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 000-28711 84-136134
- ------------------------------ --------------------- ------------------------
State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number Identification No.)
7609 Ralston Road, Arvada, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(303) 422-8127
Registrant's telephone number, including area code
MIND2MARKET, INC.
7609 Ralston Road
Arvada, Colorado 80002
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14(F)-1 THEREUNDER
This Information Statement amends and restates the Information Statement
previously filed with the SEC on May 26, 2005 and mailed to our stockholders to
correct information under the headings, "CHANGE IN CONTROL TRANSACTION" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
This Information Statement is being mailed on or about May 27, 2005 to
holders of record as of the close of business on May 26, 2005 of shares of
common stock, $0.0001 par value per share ("Common Stock"), of Mind2Market, Inc.
(the "Company," "we," "us," or "our"). You are receiving this Information
Statement in connection with the appointment of persons designated by M2M
Acquisitions, LLC, an Illinois limited liability company ("M2M"), to a majority
of the seats on the board of directors of the Company in connection with M2M's
purchase on May 20, 2005 of newly issued Common Stock of the Company
representing approximately 95% of the Company's outstanding Common Stock.
The appointment is being effected through an increase in the number of
authorized board members, the resignation of incumbent directors and the
appointment of new directors to fill those vacancies. Effective May 20, 2005,
the closing date of the Stock Purchase and Loan Agreement (the "Closing Date"),
Mr. Redgie Green resigned from our board. Effective concurrently on the Closing
Date, the size of our board was increased from three to four members and each of
Lee Wiskowski and Douglas Stukel (collectively, the "M2M Nominees") was
appointed to fill the vacancy and newly-created directorship. Each of these
individuals was designated by M2M. Our board now consists of the two M2M
Nominees and two incumbent directors, Wesley Whiting and James Clark. It is
contemplated that ten days after we file this Information Statement with the
Securities and Exchange Commission ("SEC") and mail it to the registered holders
of our Common Stock, Messrs. Whiting and Clark will resign from the Board. As
the appointments to the Board have been effected other than at a meeting of our
stockholders, Section 14(f)-1 of the Securities Act of 1934, as amended,
together with Rule 14(f)-1 promulgated thereunder, require us to provide our
stockholders and the SEC with the information set forth in this Information
Statement not less than ten days prior to the date on which the M2M Nominees
will constitute a majority of our board or such other time period as may be
established by the SEC. No actions are required by our stockholders in
connection with the appointment of the M2M Nominees. Nevertheless, you are urged
to read this Information Statement carefully and in its entirety.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES
ONLY. WE ARE NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH THE ITEMS
DESCRIBED HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT
IS NOT AN OFFER TO PURCHASE YOUR SHARES.
CHANGE IN CONTROL TRANSACTION
On May 20, 2005, we entered into the Stock Purchase and Loan Agreement
with M2M (the "Purchase Agreement"). Pursuant to the terms of the Purchase
Agreement, on May 20, 2005, (1) we issued 15,200,000 shares of our Common Stock
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(the "Shares") to M2M, representing approximately 95% of our outstanding shares
of Common Stock; and (2) M2M paid us $450,000 in cash, of which $15,200
represents the purchase price of the Shares and $434,800 is a loan to us (the
"Loan"). The Loan is evidenced by a promissory note that matures in a single
installment on August 13, 2005 and bears interest at a rate equal to the lesser
of the maximum legally permitted rate or the rate of 18% per annum, plus a
charge of approximately $1,500. Following an event of default under the note,
the note bears interest at a rate of 21% per annum. The Purchase Agreement
further requires the Company to reimburse M2M's legal and other costs and fees
associated with the transaction. Our board of directors intends to seek
additional capital to enable us to repay the Loan.
M2M funded the acquisition of the Shares and the Loan with proceeds of a
loan from a private investor, Mr. Louis L. Orenstein (the "Lender"). This loan
(the "M2M Loan") is evidenced by a promissory note having a principal amount of
$450,000 that matures in a single installment on August 13, 2005 and bears
interest at a rate of 18% per annum. Following an event of default under the
note, the note bears interest at a rate equal to 21% per annum. The M2M Loan
also requires that M2M distribute 100,000 Shares to the Lender. M2M intends to
repay the M2M Loan with payments made on the Loan and a $15,200 capital
contribution from M2M's members. The M2M Loan is secured by a pledge of the
Shares.
Immediately following the acquisition of the Shares, M2M transferred
100,000 Shares to its Lender as consideration for the M2M Loan and distributed
the remainder of the Shares (15,100,000 Shares) to its members on a pro rata
basis based upon each member's ownership interest in M2M. Following the transfer
and distribution, the Shares are owned by the Lender, Grander, LLC, an Illinois
limited liability company, DJS Investments II, LLC, an Illinois limited
liability company, and the Roberti Jacobs Family Trust U/A/D 11/11/99. See
"Security Ownership of Certain Beneficial Owners and Management" for information
regarding the amount of shares owned by each member.
One of the conditions for closing of the Purchase Agreement was that our
board be comprised of a majority of directors appointed by M2M. As such,
effective on the Closing Date, Mr. Redgie Green resigned as a director.
Concurrently, the size of our board was increased from three to four members and
each of Lee Wiskowski and Douglas Stukel were appointed to fill the vacancy and
newly-created directorship. Each of these individuals was designated by M2M's
board members. Our board now consists of four members: the two M2M Nominees, Lee
Wiskowski and Douglas Stukel, and our two incumbent directors, Wesley Whiting
and James Clark. It is contemplated that ten days after we file this Information
Statement with the SEC and mail it to our stockholders of record, Messrs.
Whiting and Clark will resign and there will be two vacancies. As a result, the
M2M Nominees will constitute a majority of our board of directors.
Additionally, on the Closing Date, Mr. James Clark resigned from his
position as our Chief Executive Officer and Mr. Redgie Green resigned from his
position as our Secretary and Treasurer. Effective on the Closing Date, Mr.
Douglas Stukel was appointed to serve as our President and Mr. Lee Wiskowski was
appointed to serve as our Secretary and Treasurer.
In connection with the change in control of the Company, we will also
change our business plan. Prior to the change in control, we had been involved
in business endeavors such as internet advertising, marketing, and promotion and
had not realized material revenues from our planned operations. In connection
with the change in control, our board of directors desires to pursue business
endeavors related to fitness centers, physical therapy centers and other
health-related businesses. Accordingly, our board intends to seek additional
capital to enable us to fund the purchase of one or more businesses with a
particular focus on fitness centers, physical therapy centers and other
health-related businesses.
Additionally, in connection with the Purchase Agreement, M2M acquired from
certain of our stockholders options entitling M2M to purchase up to 340,996
additional shares of our Common Stock. The options are exercisable as follows:
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(1) 120,249 shares may be purchased on or before August 10, 2005 at a price of
$5.00 per share; (2) 80,249 shares may be purchased on or before November 8,
2005 at a price of $5.00 per share; (3) 80,249 shares may be purchased on or
before February 6, 2006 at a price of $7.00 per share; and (4) 60,249 shares may
be purchased on or before May 12, 2006 at a price of $10.00 per share.
VOTING SECURITIES
As of the date of this Information Statement, our authorized capital stock
consisted of 50,000,000 shares of Common Stock, of which 15,985,305 shares were
issued and outstanding and 5,000,000 shares of preferred stock, par value $0.10
per share, of which no shares were issued and outstanding. Each share of Common
Stock entitles the holder of the share to one vote.
MANAGEMENT
Executive Officers and Directors
Set forth below are the names, ages, position(s) with Company and business
experience of our directors and executive officers.
NAME AGE POSITION
---- --- --------
Douglas Stukel 35 President/Director
Lee Wiskowski 38 Secretary, Treasurer/Director
James Clark 45 Director
Wesley Whiting 73 Director
Directors hold office until the next annual meeting of our stockholders
and until their successors have been elected and qualify. Officers are elected
by the board of directors and their terms of office are, except to the extent
governed by an employment contract, at the discretion of the board of directors.
Set forth below under "Business Experience" is a description of the business
experience of our executive officers and directors.
Business Experience
DOUGLAS STUKEL, PRESIDENT AND DIRECTOR. On the Closing Date, Mr. Stukel
was appointed to serve as our President and as a member of our board of
directors. Mr. Stukel also serves as a director of Capital Growth Systems, Inc.
("CGS") and as the co-chief executive officer of CGS. Mr. Stukel, together with
Mr. Wiskowski, led the investor group which purchased the majority stake in CGS,
and subsequently raised substantial capital to fund working capital requirements
in connection with CGS' acquisitions of Nexvu Technologies, LLC and Frontrunner
Network Systems, Inc. Nexvu has developed an advanced set of software tools in
the application performance management services industry. Frontrunner is a
complementary telephone systems integrator, with expertise in installation,
sales and management of systems through its network operating center. In
addition, Mr. Stukel is a co-founder of Premier Holdings of Illinois, LLC, a
distributor of medical supplies based in Joliet, Illinois. Mr. Stukel served as
the president of Cendant Home Funding, a residential mortgage company based in
Joliet, Illinois, from 1997 until 2001. Mr. Stukel is also a co-founder of
Momentum Capital, LLC, a privately held firm providing financial advisory
services in connection with mergers and acquisitions and analysis as to
strategic alternatives. As a co-founder of Momentum Capital, LLC, Mr. Stukel's
responsibilities are related to the location of potential clients, the
negotiation of agreements with those clients and the provision of advisory
services related to the clients.
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LEE WISKOWSKI, SECRETARY, TREASURER AND DIRECTOR. On the Closing Date, Mr.
Wiskowski was appointed to serve as our Secretary and Treasurer and as a member
of our board of directors. Mr. Wiskowski also serves as a director of Capital
Growth Systems, Inc. ("CGS") and as a co-chief executive officer of CGS. In
1994, Mr. Wiskowski was the co-founder of Madison Securities (40-person team)
and early in 1999 was a co-founder of Advanced Equities, Inc. (50-person team),
both NASD licensed broker-dealers focusing on emerging growth companies. During
his tenure with these two companies, Mr. Wiskowski had significant
responsibility in the companies' raising of capital for private and public
placements, primarily of high technology companies. Mr. Wiskowski sold his
interest to the other principals of Advanced Equities approximately five years
ago. Since December 2002, Mr. Wiskowski has been engaged in the business of
providing financial and advisory services to emerging growth companies through
Grander, LLC and Momentum Capital, LLC, both privately held advisory and
consulting firms. As the sole owner of Grander, LLC and co-founder of Momentum
Capital, LLC, Mr. Wiskowski's responsibilities are related to the location of
potential clients, the negotiation of agreements with those clients and the
provision of advisory services related to the clients.
JAMES R. CLARK, DIRECTOR. From August 2000 until the Closing Date, Mr.
Clark served as our Chief Executive Officer. Mr. Clark has served as a member of
our board of directors since August 2000. Mr. Clark holds a Business
Administration degree from Northwest Nazarene University, and is a Microsoft
Certified Systems Engineer. Mr. Clark has over 20 years experience in
information business technology, including management/ownership, technology
development (new products and applications), computer design, manufacturing and
marketing, networking design and maintenance, Internet planning and
implementation and computer telephony. While serving as a Computer Telephony
Engineer for Lucent Technologies, Mr. Clark gained experience in
Internet/Intranet application and development.
WESLEY F. WHITING, DIRECTOR. Mr. Whiting was President, director, and
Secretary of Berge Exploration, Inc. (1978-88) and President, Vice President,
and director of NELX, Inc. (1994-1998), and was Vice President and director of
Intermountain Methane Corporation (1988-91), and President of Westwind
Production, Inc. (1997-1998). He was a director of Kimbell deCar Corporation
from 1998, until 2000 and he has been President and a director of Dynadapt
System, Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from
1999 to 2000. He was President and director of Business Exchange Holding Corp.
from 2000 to 2002 and Acquisition Lending, Inc. (2000 to 2002). He was director
and Vice President of Utilitec, Inc, 1999 to 2002, and has been Vice President
and director of Agro Science, Inc. since 2001. He was President and director of
Premium Enterprises, Inc. From October 2002 to December 31, 2002. He was
appointed Director and Secretary of BSA SatelLINK, Inc. in 2002. He has been
President and Director of Fayber Group, Inc. since 2003. He has also been
Director of Life USA, Inc. since 2003.
Director Resignation
On the Closing Date, Mr. Redgie Green resigned from his positions as a
member of our board of directors. Additionally, it is contemplated that ten days
after we file this Information Statement with the SEC and mail it to the
registered holders of our Common Stock, Messrs. Whiting and Clark will resign
from the Board and our Board will be comprised of two directors, Messrs.
Wiskowski and Stukel, and will have two vacancies.
Other Information regarding our Directors and Executive Officers
There are no family relationships among the current executive officers and
directors. Also, none of our executive officers or directors are involved in a
proceeding adverse to us. Additionally, none of such persons are or have been:
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o involved in a bankruptcy petition filed by or against any business
of which such persons was a general partner or executive officer
either at the time of bankruptcy or within two years prior to that
time;
o convicted of a criminal proceeding or is being subject to a pending
criminal proceeding;
o subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or
otherwise limited his involvement in any type of business,
securities or banking activities; or
o found by a court of competent jurisdiction, the SEC or the Commodity
Future Trading Commission to have violated a federal or state
securities or commodities law and the judgment has not been
reversed, suspended or vacated.
Employment Agreements
We do not have employment agreements with Messrs. Stukel or Wiskowski. We
may enter into such agreements in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of the Company are required by the SEC to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
based solely on the review of the copies of these reports furnished to us and
written representations that no other reports were required during the year
ended December 31, 2004, all officers, directors and 10% stockholders complied
with all applicable Section 16(a) filing requirements.
Corporate Governance
We are not a "listed company" under SEC rules and are, therefore, not
required to have an audit committee comprised of independent directors. Our
entire board of directors serves as our audit committee. The board of directors
has determined that its members are able to read and understand fundamental
financial statements and have substantial business experience that results in
their financial sophistication. Accordingly, the board of directors believes
that its members have the sufficient knowledge and experience necessary to
fulfill the duties and obligations of members of the audit committee.
Additionally, our board of directors does not have a standing compensation
or nominating committee. Because we do not have such committees, our full board
performs the functions of such committees. In considering director nominees, at
a minimum, our board will consider: (i) whether the director nominee provides
the appropriate experience and expertise in light of the other members currently
serving on the board and any other factors relating to the ability and
willingness of a nominee to serve on the board, (ii) the number of other boards
and committees on which the nominee serves, and (iii) the director nominee's
business or other relationship, if any, with us, including whether the director
nominee would be subject to a disqualifying factor in determining the nominee's
"independence" as defined by the listing standards of the relevant securities
exchanges. As of the date of this Information Statement, our board of directors
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has not adopted procedures for the recommendation of nominees for the board of
directors. Our board of directors will accept nominations from our stockholders.
No member of our board of directors is considered "independent."
Stockholder Communication with the Board
Stockholders may send communications to our board of directors by writing
to: Mind2Market, Inc., 7609 Ralston Road, Arvada, CO 80002, attention Board of
Directors or any specified director. Any correspondence received at the
foregoing address to the attention of one or more directors is promptly
forwarded to such director or directors.
EXECUTIVE COMPENSATION
Executive Officer Compensation
The following table sets forth the compensation payable to our Chief
Executive Officer and other executive officers of the Company in 2004, for
services in all capacities to the Company and its subsidiaries during the two
fiscal years ended December 31, 2004.
ANNUAL COMPENSATION
OTHER LONG-TERM
ANNUAL AWARDS OF
NAME AND SALARY BONUS COMPENSATION OPTIONS
PRINCIPAL POSITION YEAR ($) ($) ($) (# SHS)
- ------------------ ---- --- --- --- -------
James R. Clark 2003 40,000 (settled) (3) 0 0 3,000,000 (2)
Chairman & CEO 2004 20,000 0 0 0
Charles Jacobson (1) 2003 150,000(waived) (4) 0 0 500,000 (2)
Secretary/Treasurer 2004 0 0 0 0
(1) Mr. Jacobson's term as Secretary/Treasurer and a member of our board of
directors expired as of December 31, 2004. Mr. Redgie Green was appointed as his
successor effective January 1, 2005.
(2) These options have been cancelled by executed releases.
(3) While Mr. Clark was entitled to receive compensation of $40,000, Mr. Clark
settled his claim with the Company for a lesser amount.
(4) While Mr. Jacobson was entitled to receive compensation of $150,000,
Mr. Jacobson waived his right to receive this amount.
Compensation of Directors
Our directors do not receive any compensation pursuant to any standard
arrangement for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
We have set forth in the following table certain information regarding our
Common Stock beneficially owned on the date of this Information Statement for
(i) each stockholder we know to be the beneficial owner of 5% or more of our
outstanding Common Stock, (ii) each of our executive officers and directors, 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 the security, or the power to dispose or
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to direct the disposition of the 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. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned. On the date of this Information Statement,
there were 15,985,305 shares of common stock outstanding.
NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (POST SALE OF SHARES) (POST SALE OF SHARES)
- ------------------------------------ --------------------- ---------------------
James Clark, Director 62,000 (1)
7609 Ralston Road
Arvada, CO 80002
Wesley Whiting, Director(2) 5,000 (1)
10200 W. 44th Ave., #210E
Wheat Ridge, CO 80033
Lee Wiskowski, Director, Secretary and Treasurer(3), (4) 3,172,246 19.8%
875 N. Michigan Ave., Suite 3335
Chicago, IL 60611
Douglas Stukel, Director and President(3), (5) 2,831,250 17.7%
875 N. Michigan Ave., Suite 3335
Chicago, IL 60611
Roberti Jacobs Family Trust U/A/D 11/11/99((3)), (6) 9,437,500 59.0%
31 N. Suffolk Lane
Lake Forest, IL 60045
All executive officers and directors, as a group (4 6,070,496 37.9%
persons)
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(1) Ownership percentage is less than 1%.
(2) Mr. Whiting beneficially owns the 5,000 shares reported in the above table
through his ownership interest in Argo Science, Inc. Argo Science, Inc. owns a
total of 7,000 shares, Mr. Whiting, however, disclaims beneficial ownership of
2,000 shares.
(3) Immediately following the Closing Date, the 15,200,000 Shares purchased by
M2M Acquisition, LLC were distributed as follows: (a) 100,000 shares to the
Lender of the M2M Loan and (b) the remainder of the Shares to M2M's members on a
pro rata basis based upon each member's percentage ownership of M2M. See "Change
in Control Transaction."
(4) Of the 3,172,246 shares reported in the chart above, 2,831,250 shares are
owned directly by Grander, LLC, an Illinois limited liability company, of which
Mr. Wiskowski is the sole member, and 340,996 shares represent shares that may
be acquired upon the exercise of options that are owned directly by M2M
Acquisition, LLC, of which Mr. Wiskowski is the manager and Grander, LLC is a
member. The options may be exercised by M2M as follows: (1) 120,249 shares may
be purchased on or before August 10, 2005 at a price of $5.00 per share; (2)
80,249 shares may be purchased on or before November 8, 2005 at a price of $5.00
per share; (3) 80,249 shares may be purchased on or before February 6, 2006 at a
price of $7.00 per share; and (4) 60,249 shares may be purchased on or before
May 12, 2006 at a price of $10.00 per share. Each of Mr. Wiskowski and Grander,
LLC disclaims beneficial ownership of the options (and shares underlying the
options) except to the extent of their pecuniary interest therein. The 2,831,250
shares are pledged as security for the M2M Loan. See "Change in Control
Transaction."
(5) These shares are owned directly by DJS Investments II, LLC, an Illinois
limited liability company, of which Mr. Stukel is the sole member. These shares
are pledged as security for the M2M Loan. See "Change in Control Transaction."
(6) These shares are pledged as security for the M2M Loan. See "Change in
Control Transaction."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
M2M has loaned $434,800 to the Company pursuant to the Purchase Agreement.
The Loan matures in a single installment on August 13, 2005 and bears interest
at a rate equal to the lesser of the maximum legally permitted rate or the rate
of 18% per annum plus a charge of approximately $1,500. See "Change in Control
Transaction" above. Additionally, both Grander, LLC and DJS Investments II, LLC
are members of M2M. Mr. Wiskowski, our Treasurer, Secretary and a member of our
board of directors, is the sole member of Grander, LLC and is the manager of
M2M. Also, Mr. Stukel, our President and a member of our board of directors, is
the sole member of DJS Investments II, LLC.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
MIND2MARKET, INC.
(Registrant)
Date: May 26, 2005 By: /s/ Douglas Stukel
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Douglas Stukel, President
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