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
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
Key Command International Corp.
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(Name of Registrant As Specified In Its Charter)
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|X| No fee required
|_| Fee computed on table below per Exchange Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
_____________
(2) Aggregate number of securities to which transaction applies:
_____________
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_____________
(4) Proposed maximum aggregate value of transaction: _________________
(5) Total fee paid: ________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: $______________________
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(4) Date Filed: __________________________
KEY COMMAND INTERNATIONAL CORP.
c/o Vertical Capital Partners, Inc.
488 Madison Avenue, 8th Floor
New York, NY 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 19, 2005, the Board of Directors of Key Command International
Corp. (the "Company") unanimously approved: (a) the merger of Command
International Group, Inc. ("CIGI"), a wholly-owned Delaware subsidiary, with
and, into the Company as set forth in EXHIBIT A attached hereto, and (b) a
spin-off for the Company to distribute all of the outstanding shares of Command
Internet Corp. ("CIC"), a wholly-owned Delaware subsidiary, to the Company's
current Common and Preferred Stockholders. Upon the completion of the aforesaid
two transactions, the Company will not have any subsidiaries nor any operating
company. These transactions are required steps in the proposed merger of the
Company with a target company ("Target") and will occur only if the proposed
merger is completed. In the proposed Target merger transaction, Target
shareholders will receive 28,688,000 shares of the Company's Common Stock and
the Company's shareholders will retain 2,608,000 shares of Common Stock on an as
converted basis. The transaction will be financed by a $7,000,000 revolving
credit facility and a $3,000,000 term note which are expected to close
simultaneously with the transaction.
Although the Company has executed a non-binding term sheet with Target,
it expects to enter into a binding definitive agreement and/or complete the
Target transaction prior to the Effective Date (defined below) of this
Information Statement. Upon the occurrence of such events the Company will
provide additional information to its shareholders.
On May 26, 2005, CIC effected a charter amendment which increased the
amount of its total authorized shares of Common Stock from 1,500 to 10,000,000
shares. The Company has 1,004,960 shares of Common Stock outstanding and 20,000
shares of Series A Preferred Stock convertible into 4,240,000 shares of Common
Stock upon the completion of a business combination as defined under the
Delaware General Corporation Law including the Target merger transaction. The
shares of CIC will be distributed to the Company's Common Stockholders and
Preferred Stockholders on a one-for-one as converted basis.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES TO NOTIFY THE COMPANY'S STOCKHOLDERS OF THE ANTICIPATED SPIN-OFF OF CIC
AND THE MERGER OF CIGI INTO THE COMPANY. THE PROPOSED SPIN-OFF AND MERGER WILL
NOT TAKE EFFECT (THE "EFFECTIVE DATE") UNTIL TWENTY (20) DAYS AFTER THIS
INFORMATION STATEMENT IS MAILED TO OUR STOCKHOLDERS.
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 26, 2005, the Company's principal stockholders,
who collectively own approximately 81% of the outstanding shares of the
Company's Common Stock consented to the foregoing corporate actions as well as
to the execution and filing of all necessary documentation to evidence and
effectuate the transactions. The Company had 1,004,960 shares of Common Stock
outstanding as of May 20, 2005. Each share of Common Stock has one vote. This
Information Statement is provided to the stockholders of record as of May 20,
2005.
The date of this Information Statement is June 14, 2005.
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DISSENTERS' RIGHT OF APPRAISAL
Not Applicable.
PERSONS MAKING THE SOLICITATION
The enclosed information statement is distributed by the Board of
Directors of the Company. The cost of distribution will be borne by the Company.
In addition to the distribution by mail, officers and employees of the Company
may distribute it in person.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Not Applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to us with respect to
the beneficial ownership of 1,004,960 shares of our common stock, the only
voting securities outstanding, as of May 20, 2005 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 Key Command International Corp., c/o
Vertical Capital Partners, Inc., 488 Madison Avenue, 8th Floor, New
York, NY 10022.
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AMOUNT AND NATURE OF PERCENTAGE OF SHARES
NAME OF SHAREHOLDER BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
- ------------------------------------- -------------------- --------------------
Allied International Fund, Inc. 370,573 (3) 36.9%
488 Madison Avenue, 8th Floor
New York, NY 10022
Global Asset Management LLC (1) 390,625 (4) 38.9%
488 Madison Avenue, 8th Floor
New York, NY 10022
Frank Cantatore 52,084 5.2%
Command International Group, Inc. (2) 48,545 4.8%
Gary Schonwald, Esq. 52,084 5.2%
800 Third Avenue, 21st Floor
New York, NY 10022
All executive officers and directors as 442,709 44.1%
a group (2 persons)
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(1) Robert Fallah, Chief Executive Officer of the Company, is Manager and owns
100% of the equity interest in Global Asset Management, LLC.
(2) This entity is a holding company comprised of various shareholders,
including members of management. The shares held by this entity will be
distributed to the beneficial owners prior to the merger of CIGI with the
Company as set forth in Exhibit A.
(3) Does not include 942,870 Shares of Common Stock issuable upon conversion
of shares of Series A Convertible Preferred Stock issued in February 2005
and convertible upon completion of a business combination. Upon
conversion, this shareholder would beneficially own 25% of the outstanding
Common Stock.
(4) Does not include 902,130 Shares of Common Stock issuable upon conversion
of shares of Series A Convertible Preferred Stock issued in February 2005
and convertible upon completion of a business combination. Upon
conversion, this shareholder would beneficially own 24.6% of the
outstanding Common Stock.
INFORMATION CONCERNING COMMAND INTERNET CORP., A NON-REPORTING WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names of all the directors and executive officers of the
Company and of CIC along with certain information relating to the business
experience of each of the listed directors and officers.
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Name Age Position
- ---- --- --------
Robert Fallah 44 Chief Executive Officer and
Chairman of the Board of Directors
Frank Cantatore 44 Secretary and Director
ROBERT FALLAH. Mr. Fallah has been Chief Executive Officer and Chairman
of the Board of Directors of the Company and of CIC since April 26, 2003. In
June 2002, Mr. Fallah co-founded CIGI and has since served as its Chief
Executive Officer and Chairman of the Board. Mr. Fallah also co-founded CIC in
May 2002 and has since served as its Chief Executive Officer and Chairman of the
Board. In 1997, Mr. Fallah founded Spiderfuel, Inc. (formerly know as
PlanetWebcom.com and Global Internet), a provider of web-based software and
implementation services, and acted as Chief Executive Officer and Chairman of
the Board until its assets were acquired by CIC in May 2002. From 1998 to
September 1999, Mr. Fallah served as Chief Executive Officer of Silicon Island
Equities, a venture capital and merchant banking firm. From 1987 to 1994, Mr.
Fallah served as Chief Executive Officer of Robert Todd Financial Corp.
("RTFC"), an investment banking firm which specialized in providing private and
public financing for small and mid-sized companies. In 1983, Mr. Fallah
co-founded Life Group, Inc., an investment banking and financial consulting firm
which went public in 1985. Mr. Fallah served as Executive Vice President and a
director of Life Group, Inc. from 1983 to 1987.
FRANK CANTATORE. Mr. Cantatore has been Secretary and a director of the
Company and of CIC since April 26, 2003. Since 1988, Mr. Cantatore has served as
President of Corato Construction Corp., a construction company which he founded,
which primarily builds single family homes as well as small developments and
commercial fit outs. Since November 2002, Mr. Cantatore has also served as
Secretary of Fairway Modular Homes, Inc., a manufacturer of residential and
commercial modular structures, which recently was awarded top producer in New
York State from Penn Lyon Homes for selling (in dollar volume) the most modular
homes and has also ranked twice among the 500 fastest growing privately-held
companies by INC Magazine. From 1988 to 1993, Mr. Cantatore served on the
Planning Board for the City of White Plains, New York, two years of which he was
Vice Chairman. Since 2000, Mr. Cantatore has served as Chairman of the White
Plains Republican City Committee. Mr. Cantatore has a B.S. from Mercy College.
There are no family relationships among any of the directors or
executive officer of the Company.
The Company does not have an audit committee of the Company's Board of
Directors. There are two members on the Board of Directors of the Company and of
CIC, one of whom, Frank Cantatore, is independent. The Board of Directors of the
Company functions as the Company's audit committee. No member of the Board of
Directors qualifies as an "audit committee financial expert" as such term is
defined by the SEC.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
None.
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INDEPENDENT ACCOUNTANTS
Not Applicable.
COMPENSATION PLANS
None.
EMPLOYMENT AGREEMENTS
None.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Not Applicable.
MODIFICATION OR EXCHANGE OF SECURITIES
Not Applicable.
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report on Form 10-KSB, for the fiscal year ended
December 31, 2004 and the Company's Quarterly Report on Form 10-QSB, for the
quarterly period ended March 31, 2005, including the financial statements and
exhibits thereto, as filed with the Securities and Exchange Commission, will be
furnished without charge to any stockholder upon written request addressed to
KEY COMMAND INTERNATIONAL CORP., c/o Vertical Capital Partners, Inc., 488
Madison Avenue, 8th Floor, New York, NY 10022. The unaudited financial
statements of CIC are attached hereto as EXHIBIT B.
By order of the
Board of Directors
/s/ Robert Fallah
------------------------
Robert Fallah, Secretary
New York, New York
June 14, 2005
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EXHIBIT A
CERTIFICATE OF MERGER
MERGING
COMMAND INTERNATIONAL GROUP, INCORPORATED
(a Delaware Corporation)
into
KEY COMMAND INTERNATIONAL CORP.
(a Delaware Corporation)
Key Command International Corp. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: The Corporation was formed on the 6th day of October, 1998,
pursuant to the Delaware General Corporation Law.
SECOND: The Corporation owns 100% of the issued and outstanding shares
of common stock of Command International Group, Inc. ("CIGI"), a Delaware
corporation and a wholly owned subsidiary of the Corporation.
THIRD: The Corporation, by following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members on May
18, 2005, filed with the minutes of the Board, determined to merge CIGI with and
into itself:
RESOLVED, that the proper officers of the Corporation be, and each
of them hereby is authorized and directed, in the name and on behalf of the
Corporation, to cause CIGI to merge with and into the Corporation, with the
Corporation continuing as the surviving corporation and assuming all of CIGI's
obligations (the "Merger"); and be it further
RESOLVED, that the proper officers of the Corporation be, and each
of them hereby is, authorized and directed, in the name and on behalf of the
Corporation, to cause to be consummated the Merger and cause to be prepared,
executed and filed with the Delaware Secretary of State, a Certificate of Merger
complying with the requirements of the Delaware General Corporation Law; and be
it further
RESOLVED, that the Merger shall be effective upon the date of filing
the Certificate of Merger with the Delaware Secretary of State; and be it
further.
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RESOLVED, that all actions heretofore taken by the Board of
Directors or any appropriate officer or officers of the Corporation in
furtherance of the above actions, be and the same hereby are, ratified,
confirmed and approved in all respects; and be it further
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, in the name and on behalf of the
Corporation or otherwise, to take and all actions, perform all such other acts
and things, execute, file, deliver and/or record all such certificates,
instruments, agreements or other documents, and make and receive all such
payments as such officer may, in such officer's sole discretion, deem necessary
or advisable in order to carry out the full intent and purposes of the preceding
resolutions.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
the Merger may be amended or terminated by the Board of Directors of the
Corporation at any time prior to the time the Certified of Merger as filed with
the Delaware Secretary of State becomes effective.
IN WITNESS WHEREOF, said the Corporation has caused this certificate to
be signed by the undersigned authorized officer this ____ day of July 2005.
/s/ Robert Fallah
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Robert Fallah,
President and Chief Executive Officer
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EXHIBIT B
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
High Ridge Commons
Suites 400-403
200 Haddonfield Berlin Road
Gibbsboro, New Jersey 08026
(856) 346-2828 Fax (856) 346-2882
To the Board of Directors
Command Internet Corp.
New York, NY
We have compiled the accompanying balance sheet of Command Internet Corp. (a
corporation) as of March 31, 2005 and the related statements of operations for
the year ended December 31, 2004 and the three months ended March 31, 2005, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit the statement of deficit and cash flow and
substantially all of the disclosures required by generally accepted accounting
principles. If the omitted statements and disclosures were included in the
financial statements, they might influence the user's conclusions about the
Company's financial position and results of operations. Accordingly, these
financial statements are not designed for those who are not informed about such
matters.
Bagell, Josephs & Company, L.L.C.
Bagell, Josephs & Company, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
June 10, 2005
MEMBER OF: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
SEC PRACTICE SECTION OF THE AICPA (SECPSI)
NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
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COMMAND INTERNET CORP.
BALANCE SHEET
MARCH 31, 2005
(UNAUDITED)
ASSETS
Cash $ --
-----------
TOTAL ASSETS $ --
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
LIABILITIES
Current Liabilities:
Taxes payable $ 193,626
Accounts payable and accrued expenses 473,507
-----------
Total Current Liabilities 667,133
-----------
Officers loans payable 486,840
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TOTAL LIABILITIES 1,153,973
-----------
STOCKHOLDERS' (DEFICIT)
Common stock 8,500
(Deficit) (1,162,473)
-----------
TOTAL STOCKHOLDERS' (DEFICIT) (1,153,973)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ --
===========
See accountants' compilation report
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COMMAND INTERNET CORP.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004 AND THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)
1/1/04 - 1/1/05-
12/31/04 3/31/05
----------------------
OPERATING REVENUES
Sales $ 15,589 $ --
----------------------
OPERATING EXPENSES
Salaries, commissions and payroll related expenses -- --
Production expense -- --
Bad debt -- --
Rent -- --
Travel and automobile expenses -- --
Telephone -- --
Advertising and promotion -- --
Office and administrative 103,715 --
Insurance -- --
Professional fees -- --
----------------------
TOTAL OPERATING EXPENSES 103,715 --
----------------------
NET (LOSS) $ (88,126) --
======================
See accountants' compilation report
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