SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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KIWI NETWORK SOLUTIONS, INC.
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(Name of Registrant as Specified in Its Charter)
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KIWI NETWORK SOLUTIONS INC.
Simpson Tower, 401 Bay St, #2112
Toronto, Ontario, M5H 2Y4
(416) 271-2514
NOTICE OF PROPOSED ACTION
BY WRITTEN CONSENT OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK
TO BE TAKEN ON OR ABOUT JANUARY 31, 2005
To the Stockholders of KIWI NETWORK SOLUTIONS INC.:
Notice is hereby given to all stockholders that KIWI NETWORK SOLUTIONS INC., a
Nevada corporation ("KIWI" or the "Company") is seeking the written consent of a
majority of the outstanding shares of common stock (the "Action") of the
Company, in accordance with Section 78.320 of the Nevada Revised Statutes
("NRS'). The Action consists of adopting and approving the (i) Amended and
Restated Articles of Incorporation, including a change in the name of the
Company to Trimax Corporation and a change in the authorized stock of KIWI to
add 95,000,000 shares of common stock and 19,000,000 shares of preferred stock,
par value $0.001 per share, and (ii) election of new directors. The written
consents are to be received by January 31, 2005.
Only stockholders of record at the close of business on December 17, 2004 will
be entitled to receipt of this Proxy Statement and to submit their written
consent.
By Order of the Board of Directors
/s/ Derek Pepler
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Derek Pepler, President
Approximate date of mailing: January 14, 2005
KIWI NETWORK SOLUTIONS INC.
Simpson Tower, 401 Bay St, #2112
Toronto Ontario, M5H 2Y4
(416) 271-2514
PROXY STATEMENT
ACTION BY WRITTEN CONSENT OF A MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK
The Board of Directors of KIWI NETWORK SOLUTIONS INC., Inc., a Nevada
corporation ("KIWI" or the "Company"), is furnishing this Proxy Statement to the
holders of the common stock, $0.001 par value per share, of KIWI in connection
with action by written consent of the holders of a majority of the issued and
outstanding shares of the voting common stock of KIWI to be taken by January 31,
2005, in accordance with Section 78.320 of the Nevada Revised Statutes. The
action to be taken consists of adopting and approving Amended and Restated
Articles of Incorporation, including a change in the name of the Company to
Trimax Corporation, a change in the capitalization of KIWI to add 95,000,000
authorized shares of common stock and 19,000,000 authorized shares of preferred
stock, par value $0.001 per share, and electing a new Board of Directors. The
amendments to the Articles of Incorporation of KIWI are being made to increase
the authorized share capital of the Company which is expected to allow the
Company to make acquisitions as it moves forward to implement its business plan,
and to provide the Company with more flexibility to conduct equity financings.
This written consent is irrevocable.
This Proxy Statement is first being mailed to stockholders on January 14, 2005.
Only stockholders of record at the close of business on December 17, 2004 are
entitled to notice of the action, to receive this Proxy Statement and to submit
their written consent.
The Board of Directors have adopted and approved resolutions to effect the
change to the Articles of Incorporation of the Company. The resolutions require
approval from persons owning the majority of the outstanding voting common stock
of KIWI. See the section of this Proxy Statement entitled "Vote Required for
Approval" below. The Amended and Restated Articles of Incorporation will be
filed with the Secretary of State of Nevada and are expected to become effective
on or about January 31, 2005.
The Company's annual report on Form 10-KSB, for the fiscal year ended September
30, 2003, is being mailed with this statement.
DISSENTERS RIGHTS
Stockholders have no dissenters rights with respect to the matters referred to
in this Proxy Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on December 17, 2004 as
the record date for the determination of the common stockholders entitled to
notice of and to take action by written consent.
On the record date, KIWI had 4,999,998 shares of common stock, $0.001 par
value, issued and outstanding. The affirmative vote of the holders of a
majority of the outstanding shares of the Company is required to adopt and
approve the Amended and Restated Articles Amendment and to elect directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 17, 2004, certain information
known to the Company regarding the beneficial ownership of the Company's common
stock, $0.001 par value per share, for (i) each executive officer or director of
the Company who beneficially owns shares; (ii) each stockholder known to the
Company to beneficially own five percent or more of the outstanding shares of
its common stock; and (iii) all executive officers and directors as a group.
The Company believes that the beneficial owners of the common stock listed
below, based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable. All of the beneficial owners listed are accessible at Simpson
Tower, 401 Bay St, #2112, Toronto Ontario, M5H2Y4, the Company's principal
offices.
NAME OF STOCKHOLDER SHARES PERCENTAGE OF
BENEFICIALLY CLASS OWNED
OWNED
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Derek Pepler - President and a Director 20,043 0.004%
Robert Vivacqua - Director . . . . . . . . . . . . . . . . 2,500 0.0005%
Ernest Kolenda -Director . . . . . . . . . . . . . . . . . 1,470 0.0003%
All Executive Officer and Directors as a Group (3 persons) 24,013 0.0048%
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The directors and executive officers of KIWI do not have any substantial
interest in the matters to be acted upon other than the effect of certain
provisions in the proposed Amended and Restated Articles of Amendment that
entrench them in their positions and ensure their continued control of the
Company. For further discussion of those provisions, please see the section of
this Proxy statement entitled "Amended and Restated Articles of Incorporation."
VOTE REQUIRED FOR APPROVAL
The procedure and requirements to effect an amendment to the articles of
incorporation of a Nevada corporation are set forth in Section 78.390 of the
Nevada Revised Statutes, which provides that proposed amendments must first be
adopted by the Board of Directors and then submitted to stockholders for their
consideration at an annual or a special meeting and must be approved by a
majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at an annual or a special meeting of the stockholders of a Nevada
corporation may be taken by written consent in lieu of a meeting if the consent
is signed by stockholders owning at least a majority of the voting power as
determined on the record date.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
The Amended and Restated Articles of Incorporation completely supersede the
existing Articles of Incorporation of the Company. On December 17, 2004 the
Board of Directors of the Company signed resolutions approving the adoption of
the Amended and Restated Articles of Incorporation and called for approval by a
vote of the stockholders of the Company.
The following is a summary comparison of the major changes to the current
Articles of Incorporation of the Company proposed in the Amended and Restated
Articles of Incorporation. A copy of the Amended and Restated Articles of
Incorporation is attached to this Proxy Statement as Exhibit A. Where relevant,
a brief discussion is included explaining the purpose of the change and its
effect on stockholders, both positive and negative.
The overall effect of the changes to the Articles of Incorporation of KIWI is to
provide the Company with more flexibility to make acquisitions or conduct equity
financings.
Previous Articles of Amended and Restated
Subject Matter of Change Incorporation Articles of Incorporation
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1. Name of Company Article I.KIWI NETWORK SOLUTIONS INC. Article I. The name of the Company is
Trimax Corporation
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Purpose: To change the Company's name so that it can expand or diversify its core business.
Effect: There is no effect on shareholders from the change in the name of the Company. The name change will facilitate
the Company's shift from being in the manufacturing and/or distribution of a handheld communication device to expanding
into other acquisitions and joint venture relationships.
Previous Articles of Amended and Restated
Subject Matter of Change Incorporation Articles of Incorporation
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2. Authorized capital Article II, Section 2.1 6,000,000, consisting Article II, Section 2.1. 120,000,000 total
of 5,000,000 shares of common stock, having a authorized shares, consisting of 100,000,000
par value of $0.001 per share and 1,000,000 shares of common stock having a par value of
shares of Preferred Stock having a par value $0.001 per share and 20,000,000 shares of
of $0.001 per share. preferred stock having a par value of $0.001
per share.
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Purpose: To enable the Board of Directors to increase the amount of common shares available to the Company for financing purposes
or for acquisitions and the amount of preferred shares available to the Company to establish classes and series of preferred stock
with separate rights and preferences to that of common stock.
Effect: Authorizing the additional preferred stock provides the Board of Directors with a mechanism for establishing
a separate class of stock with superior rights to that of the common stock of the Company. The issuance of either common or
preferred stock may dilute stock ownership of holders of common stock and thereby reduce their voting power and reduce their
rights to the net assets of the Company upon dissolution.
ELECTION OF DIRECTORS - NOMINEES
These three directors, who will constitute the entire Board of Directors, are to
be elected to serve until the next Annual Meeting of Shareholders or until their
successors shall be elected and shall qualify. All nominees have consented to
being named as nominees and have agreed to serve if elected.
The table below sets forth certain information with respect to the nominees for
election as directors of the Company to serve until the 2005 Annual Meeting of
Shareholders. The Board of Directors has no reason to believe that the three
nominees will be unwilling or unable to serve.
NAME OF NOMINEE AGE POSITIONS HELD
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Derek Pepler 46 President since 2004 and
Director since 2003
Robert Vivacqua 40 Director since 2004
Ernest Kolenda 49 Director since 2004
There are no family relationships among any of the directors and executive
officers.
The following text sets forth certain biographical information concerning each
nominee:
Derek Pepler - Director and President. From 1986 to 1994, Mr. Pepler
specialized in Commercial, Investment and development real estate as a Senior
Consultant with Colliers International and with Oxford Development Group as a
Director. From 1994 to 1999, Mr. Pepler worked with several merchant banks as
V.P. Sales and Marketing, managing debt financing and venture capital
opportunities. Since 1999 (to present) he has worked as a consultant managing
sales and distribution of financial products for several securities dealers.
Robert Vivacqua - Director. Mr. Vivacqua has over 7 years experience as a
Financial Planner and Investment Advisor and has worked within several large and
medium sized firms within the investment industry. He gained his start in the
investment industry while at Bank of America where he made the transition from
computer science (in which he initially acquired a degree) to a currency trader.
From there he graduated into the position of Financial Analyst at Elliott & Page
Mutual Funds, which eventually amalgamated into Manulife Financial where he
presently maintains a position as a consultant. Further, he also became a
partner in a small independent Venture Capital Firm named RJ Sterling Venture
Capital where he performs a wide range of duties for its customers such as
financial/estate planning, advising, and mortgage facilitator for individual
investors. In addition he has procured and assisted in various financings for
small to mid sized private/public companies through his and the company's
relationships within the investment industry
Ernest Kolenda - Director. Mr. Kolenda developed his business skills through
entrepreneurial endeavors. Since 2000, Mr. Kolenda has been directly or
indirectly providing consulting services to various concerns in matters of due
diligence, corporate governance, mergers and acquisitions, capital funding,
restructuring, personnel and operations. Currently Mr. Kolenda is involved in
the creation and establishment of a CPC, Sackport Ventures Inc., on the TSX
venture exchange. In 1991, Mr. Kolenda sold his private business interests to
Eiger Technologies Inc., or its predecessor, a public company listed on the
Toronto Stock Exchange and OTCBB, where he was Corporate Secretary and director
from 1991 to 2000. During his business career, Mr. Kolenda has been active in
both successful private and public corporations, from infancy to fully reporting
public status, as well as, in Board of Director positions for private, public
and chartable organizations.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended September 30, 2004, the Board of Directors had four
meetings. Each nominee attended over 80% of the meetings held. The Board of
Directors has no committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth the compensation we have paid to each
executive officer and all executive officers as a group, for the fiscal year
ended September 30, 2004, and annual compensation, including salary and bonuses
paid by the Company to the President. No other executive officers received any
compensation in the fiscal year ended September 30, 2004. The Company does not
currently have a long-term compensation plan and does not grant any long-term
compensation to its executive officers or employees. The Company does not
compensate any of its executives with any personal benefits. No other
compensation was granted for this fiscal year ended September 30, 2004. The
Company does not have any stock option plans.
SUMMARY COMPENSATION TABLE
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Long Term Compensation
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Annual Compensation Awards Payouts
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Securities
Name Other Restricted Underlying
and Annual Stock Options/ LTIP All Other
Principal Compens- Awards SARs (#) Payouts Compen-
Position. . . Year Salary ($) Bonus ($) ation ($) sation ($)
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Derek Pepler. 2004 N/A N/A $ 0 0 N/A N/A $0
(President) . 2003 N/A N/A $ 0 2,000,000* N/A N/A $0
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* These shares total 2,000,000 prior to the reverse stock split, the net effect
of which is 20,000 shares.
COMPENSATION OF DIRECTORS
The directors have received no compensation for their services.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials
for the 2006 annual meeting of shareholders, the Company must receive written
notice of any shareholder proposal by September 30, 2005. The Company did not
receive notice of any shareholder proposal or nominations of persons for
election to the Board of Directors relating to the 2004 Annual Meeting. All
proposals and nominations should be directed to the Company's principal
executive offices at Simpson Tower, 401 Bay St, #2112, Toronto Ontario, M5H2Y4.
WHERE YOU CAN FIND MORE INFORMATION
KIWI is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "SEC"). You can
read and copy any materials that the Company files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
can obtain information about the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web-site that
contains information the Company files electronically with the SEC, which you
can access over the Internet at http://www.sec.gov. Copies of these materials
may also be obtained by mail from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Exhibit A.
Dated: December 30, 2004
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By Order of the Board of Directors
/s/ Derek Pepler
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Derek Pepler President