SYNERTECK INCORPORATED
28032 WELLINGTON ROAD
LONDON, UNITED KINGDOM NW8 9SP
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
This Information Statement is being mailed on or about December 12, 2005,
by Synerteck Incorporated (the "Company") to the holders of record of shares of
its common stock, $0.001 par value per share as of the close of business on
December 9, 2005. This information statement is provided to you for information
purposes only. We are not soliciting proxies in connection with the items
described in this Information Statement. You are urged to read this Information
Statement carefully. You are not, however, required to take any action.
You are receiving this Information Statement in connection with the
appointment of one new member to the Company's Board of Directors, in connection
with the recent acquisition of all of the outstanding shares of common stock of
the IFSA Strongman Ltd., a United Kingdom corporation ("IFSA") from the
shareholders of IFSA. As consideration for the acquisition of IFSA, the Company
issued 20,000,000 shares of the Company's common stock to the IFSA Shareholders.
This Information Statement is being mailed to stockholders of the Company
pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 14f-1 thereunder.
CERTAIN INFORMATION REGARDING THE COMPANY
CHANGES IN THE COMPANY'S BOARD OF DIRECTORS FOLLOWING THE ACQUISITION - At
the closing of the Acquisition on December 9, 2005, Chene Gardner and Kenneth I.
Denos submitted their resignation from the Company's Board of Directors
effective immediately, and Stephen Townley was appointed as a Director effective
immediately. Clayton B. Barlow continues to be a Director of the Company.
EXECUTIVE OFFICERS OF THE COMPANY APPOINTED FOLLOWING THE ACQUISITION - At
closing of the Acquisition, the Board appointed the following executive officer
of the Company:
- ----------------------------------------------------------------------------
NAME POSITION
- ----------------------------------------------------------------------------
Jussi Laurimaa Chief Executive Officer
- ----------------------------------------------------------------------------
Christian Fennell Chief Operating Officer and President
- ----------------------------------------------------------------------------
Jaime Alvarez Chief Financial Officer
- ----------------------------------------------------------------------------
Douglas Edmunds Chairman of the World Governing Body's Congress
- ----------------------------------------------------------------------------
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 100,000,000 shares of
common stock at a par value of $0.001 per share and 10,000,000 shares of
preferred stock at a par value of $0.001 per share. As of December 9, 2005,
there were 26,700,000 shares of the Company's common stock issued and
outstanding that are held by approximately 278 stockholders of record and 50,000
shares of the Company's preferred stock issued and outstanding that are held by
1 stockholder of record.
Holders of the Company's common stock are entitled to one vote for each
share on all matters submitted to a stockholder vote. Holders of common stock do
not have cumulative voting rights. Therefore, holders of a majority of the
shares of common stock voting for the election of directors can elect all of the
directors. Holders of the Company's common stock representing a majority of the
voting power of the Company's capital stock issued, outstanding and entitled to
vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of stockholders. A vote by the holders of a majority of the
Company's outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to the Company's
articles of incorporation.
Holders of the Company's common stock are entitled to share in all
dividends that the board of directors, in its discretion, declares from legally
available funds. In the event of a liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock. The Company's common stock has
no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to the Company's common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of December 9, 2005
with respect to the beneficial ownership of the outstanding common stock by (i)
any holder of more than five (5%) percent; (ii) each of the Company's executive
officers and directors; and (iii) the Company's directors and executive officers
as a group. Except as otherwise indicated, each of the stockholders listed below
has sole voting and investment power over the shares beneficially owned.
2
Common Stock Percentage of
Name of Beneficial Owner (1) Beneficially Owned Common Stock (2)
- -------------------------------------------------------------------------------------
Stephen Townley 0 0.0%
- -------------------------------------------------------------------------------------
Jussi Laurimaa (3) 8,865,883 30.85%
- -------------------------------------------------------------------------------------
Christian Fennell 489,892 1.70%
- -------------------------------------------------------------------------------------
Jaime Alvarez 220,684 0.77%
- -------------------------------------------------------------------------------------
Douglas Edmunds 1,299,210 4.52%
- -------------------------------------------------------------------------------------
InvestGroup Sports Management (4) 8,023,297 27.92%
- -------------------------------------------------------------------------------------
All officers and directors as a group (5 persons) 10,875,669 37.84%
- -------------------------------------------------------------------------------------
- ----------
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
Synerteck Incorporated 28-32 Wellington Road, London NW8 9SP, United
Kingdom.
(2) Applicable percentage ownership is based on 28,737,500 shares of common
stock outstanding as of December 9, 2005, together with securities
exercisable or convertible into shares of common stock within 60 days of
December 9, 2005 for each stockholder. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities.
Shares of common stock that are currently exercisable or exercisable
within 60 days of December 9, 2005 are deemed to be beneficially owned by
the person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.
(3) Of the shares beneficially owned by Jussi Laurimaa, 8,023,297 shares are
owned by InvestGroup Sports Management, a company controlled, but not
owned, by Mr. Laurimaa.
(4) Jussi Laurimaa is a director of InvestGroup Sports Management and has the
voting and dispositive rights over the shares held by it.
No Director, executive officer, affiliate or any owner of record or
beneficial owner of more than 5% of any class of voting securities of the
Company is a party adverse to the Company or has a material interest adverse to
the Company.
MANAGEMENT OF THE COMPANY SUBSEQUENT TO THE ACQUISITION
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following are the names and certain information regarding the
Company's Directors, Director Nominees and Executive Officers following the
Acquisition. The Company plans to appoint the Director Nominees to the Company's
Board of Directors approximately ten days after the date the Company transmits
to all holders of record of the Company's common stock information required by
Rule 14f-1 under the Securities Exchange Act of 1934, as amended. There are no
family relationships among any of the Company's Directors, Director Nominees and
Executive Officers.
- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
Stephen Townley 52 Chairman
- --------------------------------------------------------------------------------
Jussi Laurimaa 38 Chief Executive Officer, Director Nominee
- --------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------
Christian Fennell 45 Chief Operating Officer, President and Director
Nominee
- --------------------------------------------------------------------------------
Jaime Alvarez 30 Chief Financial Officer and Director Nominee
- --------------------------------------------------------------------------------
Douglas Edmunds 61 Chairman of the World Governing Body's Congress
and Director Nominee
- --------------------------------------------------------------------------------
Clayton B. Barlow 34 Director
- --------------------------------------------------------------------------------
Officers are elected annually by the Board of Directors (subject to the
terms of any employment agreement), at its annual meeting, to hold such office
until an officer's successor has been duly appointed and qualified, unless an
officer sooner dies, resigns or is removed by the Board.
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
STEPHEN TOWNLEY, Chairman of the Board. Mr. Townley was appointed as
Chairman of the Board of the Company on December 9, 2005. From1983 to 2001 Mr.
Townley was the founding and senior partner at the law firm of Townleys. In
August 2001 Townleys merged into the law firm of Hammond Suddards Edge and Mr.
Townley was a consultant to that firm until his agreement expired in July 2004.
Mr. Townley graduated from University College London in 1975 with a LLM Degree.
Mr. Townley currently serves on the board of directors of Active Rights
Management Limited, International Motor Sports Association, Sport Services Group
Limited, Sports Lawyers Association, World Sport Football Pty, Projector
NetResult and various other organizations and entities.
JUSSI LAURIMAA, Chief Executive Officer. Mr. Laurimaa was appointed as
Chief Executive Officer of the Company on December 9, 2005. Prior to joining the
Company, Mr. Laurimaa was the chief executive officer of IFSA Strongman Ltd.
from June 2004 through December 2005. In addition, Mr. Laurimaa is currently,
and has been since March 2002 a general partner of InvestGroup Ventures, London
(UK), a venture capital firm. From January 1999 until March 2002 Mr. Laurimaa
was the managing partner of Enba, Dublin in Ireland. Mr. Laurimaa graduated from
London Business School in 1996 with a Masters in Finance (with distinction) and
in 1991 from the Helsinki University of Technology with a M.Sc. in Engineering
Physics (with distinction) and from University of Helsinki Faculty of Medicine
with a B.Medicine. Mr. Laurimaa currently serves on the board of directors of
Independent Risk Monitoring Ltd. and MV Collections Ltd., both corporations in
the United Kingdom.
CHRISTIAN FENNELL, Chief Operating Officer and President. Mr. Fennell was
appointed as Chief Operating Officer and President of the Company on December 9,
2005. Prior to joining the Company, Mr. Fennell was the Chief Operating Officer
and President of IFSA Strongman Ltd. from September 2005 through December 2005,
from May 2005 to September 2005 Mr. Fennell was the Commercial Director at IFSA
and from January 2005 to May 2005 Mr. Fennell was the head of television at
IFSA. From October 1999 to January 2005 Mr. Fennell worked for Wyndham Studios
Entertainment Inc. in connection with sporting event management and television
production. Mr. Fennell graduated from Queens University in Kingston, Ontario in
1983 with a Hon. B.A. in Political Science. Mr. Fennell currently serves on the
board of directors of Wyndham Studios Entertainment Inc.
JAIME ALVAREZ, Chief Financial Officer. Mr. Alvarez was appointed as Chief
Financial Officer of the Company on December 9, 2005. Prior to joining the
Company, Mr. Alvarez was the chief financial officer of IFSA Strongman Ltd. from
August 2004 through December 2005. Mr. Alvarez also served as the chief
operating officer of IFSA Strongman Ltd. from December 2004 through August 2005.
In addition, Mr. Alvarez is currently, and has been since August 2002 an
associate partner of InvestGroup Ventures, London (UK), a venture capital firm.
From July 2003 until August 2004 Mr. Alvarez was an associate banker at European
Bank of Reconstruction and Development (London). From June 2002 until September
2002 Mr. Alvarez was an advisor to the vice president of Pepsi Beverages
International in Shanghai. From July 1999 until August 2001 Mr. Alvarez was a
business analyst at McKinsey & Co. in Madrid. Mr. Alvarez graduated from Harvard
Business School in 2003 with an M.B.A., from U. Pontificia Comillas, Icade in
Madrid, Spain in 1999 with an advanced degree in Business and Economy and in
1998 with a Law degree and from Uned (Open University) with a degree in
Industrial Engineering.
4
DOUGLAS EDMUNDS Chairman of the World Governing Body's Congress. Mr.
Edmunds was appointed as Chairman of the World Governing Body's Congress on June
12, 2004. Prior to joining the Company, Mr. Edmunds was a director of IFSA
Projects in Glasgow, Scotland from 1999 to June 2004. In addition, Mr. Edmunds
worked at Drakemire Dairy Ltd. from 1982 to April 2000 and retired as the
managing director of milk processing. Mr. Edmunds graduated from the University
of Strathclyde in 1969 with a PhD, from Glasgow University in 1966 with a BS and
from St. Josephs College in 1962.
CLAYTON B. BARLOW, Director. Until December 9, 2005 Mr. Barlow was the
President of the Company and is still a member of the Company's board of
directors. Mr. Barlow was appointed to the board of directors of the Company in
January, 2004. Mr. Barlow was the President of the Company prior to its
corporate formation (as a division of SportsNuts, Inc., the former parent
corporation of the Company) since December, 2000. Prior to his association with
the Company, from October, 1999 to December, 2000, Mr. Barlow was an
international project manager for STSN, Inc., a Salt Lake City-based provider of
high speed internet access for the hospitality industry with a focus on business
hotels. At STSN, Mr. Barlow was responsible for designing and integrating hotel
internet infrastructure with access units in each hotel room. From September,
1997 to October, 1999 , Mr. Barlow was the President of Maxim Mortgage, Corp., a
residential mortgage broker based in Salt Lake City, Utah. Mr. Barlow holds MCSE
2000, MCP, and A+ certifications. Mr. Barlow is not a director of any other
company filing reports pursuant to the Securities Exchange Act of 1934.
SHAREHOLDER COMMUNICATIONS
The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures. The Board of Directors has not adopted a
procedure to recommend nominees for the Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid in respect of the
Company's Chief Executive Officer and those individuals who received
compensation in excess of $100,000 per year (collectively, the "Named Executive
Officers") for our last three completed fiscal years.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------------------
OTHER
NAME AND ANNUAL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
- ------------------------------ ---- ---------- --------- ----------------
Clayton Barlow 2004 $ 58,910 $ 6,087 -0-
Former Chief Executive Officer 2003 $ 42,000 $ 6,516 -0-
2002 $ 45,341 $ 628 -0-
EMPLOYMENT AGREEMENTS
There are no employment agreements with any of the employees of the
Company.
5
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Clayton Barlow, Director and former Chief Executive Officer of the
Company, was issued 175,000 shares of common stock of the Company in accordance
with the Company's stock incentive plan in August 2005. Mr. Barlow holds a total
of 186,228 shares of common stock of the Company.
Chene Gardner, former Chief Financial Officer and Director of the Company,
was issued 600,000 shares of common stock of the Company in accordance with the
Company's stock incentive plan in 2005. Mr. Gardner holds a total of 761,089
shares of common stock of the Company.
Kenneth Denos, former Director of the Company, was issued 650,000 shares
of common stock of the Company in accordance with the Company's stock incentive
plan in 2005. Mr. Denos holds a total of 658,893 shares of common stock of the
Company.
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.
SYNERTECK INCORPORATED.
By: /s/ Jussi Laurimaa
---------------------------
Jussi Laurimaa
Chief Executive Officer
6