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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RELOCATE 411.COM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
0-25591 11-3462369
(Commission File Number) (I.R.S. employer identification No.)
Care of: DeHeng Chen Chan, LLC
225 Broadway, Suite 1910
New York, NY 10007
Tel: (212) 608-6500
(Address and Telephone Number of Registrant)
Xiaomin Chen, Esq.
DeHeng Chen Chan, LLC
225 Broadway, Suite 1910
New York, NY 10007
Tel: (212) 608-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of Registrant)
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Common Stock, $0.0001 par value
(Title and Class of Securities registered pursuant to Section 12(g) of the Act)
May 25, 2004
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
INTRODUCTION
This notification ("Information Statement") is furnished by the Board of
Directors (the "Board") of Relocate 411. com, Inc. (the "Company") pursuant to
the requirements of Section 14(f) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder, to inform
the stockholders of the Company of a pending change in the majority of the
members of the Board pursuant to a sale by the Company's stockholders of 98% of
the Company's shares of Common Stock (the "Sale") to certain puchasers (the
"Purchasers") subject to the terms and conditions set forth in certain Common
Stock Purchase Agreements dated May 21, 2004 (the "Purchase Agreements"). This
Information Statement is being mailed on or about May 25, 2004 (the "Notice
Date") to all holders of record of securities of the Company who would be
entitled to vote at a meeting for election of directors ("Stockholders") of the
Company as of such date.
This Information Statement is required because on May 21, 2004, the Sale
resulted in the Company's current sole director, Darrell Lerner, agreeing to
resign from the Board, subject to satisfaction of the notice period required by
Section 14(f) of the Exchange Act. On the same date, Mr. Lerner designated a new
individual, Li Kin Shing, pursuant to the Delaware General Corporation Law, to
fill the resulting vacancy once the resignation becomes effective. Such
designation has been made otherwise than at a meeting of security holders and
the person so designated will be the sole director of the Company, such change
constituting a change of the majority of the directors of the Company.
Once effective, the appointment of the designated person to the Board will fill
the vacancy resulting from the resignation. The resignation of Darrell Lerner is
effective at 8:01 p.m. on the tenth day after the Company has filed this
Information Statement with the SEC, and transmitted it to the Stockholders,
assuming certain other conditions of their resignations have been satisfied (the
"Effective Date").
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CHANGE OF CONTROL
On May 21, 2004, the persons listed below, collectively, became the registered
owners of 10,976,000 shares of Common Stock of the Company ("Common Stock"),
representing 98% of the Company's issued and outstanding voting stock on an
as-converted to common stock basis:
Jandah Management Limited
Glory Ways Holdings Limited
Good Business Technology Limited
The transfers of Common Stock to the Purchasers that were registered on May 21,
2004 were pursuant to separate Common Stock purchase agreements with each of the
following current or former stockholders of the Company:
Darrell Lerner, Byron Lerner and James Tubbs together
Anslow & Jaclin, LLP
Frank Massaro
Michael and Thelma Hartman
Nicholas A. Waslyn
Eric Tjaden
Margaret Indelicato
Juan C. Morales
Sheldon Shalom
Patricia Faro
Philip Mazzella
Richard Zapolski
William Grimm
Richard Volpe
Mark J. Parendo
Mitch Hershkowitz
Kristine Gentile
Robert M. J. Hartman
Danielle L. Hartman
Martin Miller
Dolores E. Miller
Dolores E. Miller a/c/f Dillon Engel
Drew Goldberg
Carol Sitte
Karen Pasteressa a/c/f Samantha Pasteressa
Desert Green, Inc.
Robert Giambrone
Anthony Giambrone
Melvin D. Bernstein
Linda Bernstein
Beth Sussman
Jeffrey Wenzel
Tracey Wenzel
Harold Sussman
Amy Sussman
Meg L. Sussman
Barry Manko
Grushko & Mittman, P.C
Under such Common Stock purchase agreements, each dated on or after May 21,
2004, the holders of Common Stock identified above agreed to sell their
10,976,000 shares of Common Stock (in the aggregate) for $350,000 (in the
aggregate).
VOTING SECURITIES
At the close of business on the Notice Date, 11,200,000 shares of our Common
Stock were outstanding. Shares of Common Stock are entitled to vote at meetings
for election of directors. Each share of Common Stock outstanding as of the
Notice Date is entitled to one vote.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information, as of the Notice Date, with
respect to persons known to the Company to be the beneficial owners, directly
and indirectly, of more than five percent (5%) of the Company's Common Stock and
beneficial ownership of such Common Stock by directors and executive officers of
the Company.
Name of beneficial owner Amount and nature of beneficial
ownership(1)(2) Percent of class (1)(2)
Jandah Management Limited 9,276,000 82.82%
Glory Ways Holdings Limited 846,000 7.55%
Good Business Technology Limited 854,000 7.63%
Darrell Lerner (3) 224,000 2%
Li Kin Shing (4) 9,276,000 82.82%
All directors and executive officers as a 224,000 84.82%
group
(1) As required by regulations of the SEC, the number of shares in the table
includes shares which can be purchased within 60 days, or, shares with
respect to which a person may obtain voting power or investment power
within 60 days. Also required by such regulations, each percentage
reported in the table for these individuals is calculated as though shares
that can be purchased within 60 days have been purchased by the respective
person or group and are outstanding.
(2) Pursuant to an arrangement that will result in a change of control of the
Company, as described in "Change of Control" above
(3) Mr. Lerner resigned from his position as director, President, Chief
Executive Officer and Treasurer effective May 21, 2004. It is anticipated
that Mr. Lerner will resign as the sole director ten (10) days following
the filing ofthis Information Statement (the "Effective Date").
(4) Mr. Li was appointed as the president of the Company upon Mr. Lerner's
resignation as President, Chief Executive Officer and Treasurer. It is
anticipated that Mr. Li will become the new sole director of the Company
on the Effective Date. Under SEC rules, Mr. Li is considered to be the
indirect beneficial owner of the shares held by Jandah Management Limited,
since he is the sole shareholder of Jandah Management Limited and as such,
possesses sole investment and voting power over the Company's shares held
by it.
DIRECTORS, DIRECTOR APPOINTMENTS AND EXECUTIVE OFFICERS
Set forth below is information regarding directors (excluding those directors
that have resigned as identified above), director appointments and the executive
officers of the Company:
Li Kin Shing
Age: 46
President and, as of the Effective Date, Sole Director. Mr. Li became the
President on May 21, 2004, the date of when the change of control occurred. Mr.
Li acts as the Chairman of Directel Limited, a mobile virtual network operator
with operations primarily in the People's Republic of China, including the Hong
Kong market. Mr. Li is also a director of International Elite Limited, one of
the largest centralized single-call location outsourcing customer service call
centers in Guangzhou province of the PRC. Mr. Li has served as a member of the
board of directors of UTStarcom, Inc., a publicly traded company listed on the
Nasdaq National Market (Symbol: UTSI) which designs, manufactures and markets
broadband, narrowband and wireless access technology. Mr. Li also served as the
chief executive officer of on of UTSI's subsidiaries, UTStarcom Hong Kong
Limited.
CORPORATE GOVERNANCE
The Board
During our fiscal year and calendar year 2003, the Company's Board consisted of
a sole director, Darrell Lerner. In accordance with the Delaware General
Corporation Law and the Company's Certificate of Incorporation and Bylaws, the
Company's business and affairs are managed under the direction of the Board.
Meetings of the Board.
The Company's Board consisted of a sole director during the fiscal year ended
November 30, 2003 and the calendar year ended December 31, 2003, and therefore,
no Board meetings were held and all resolutions were adopted by unanimous
written consent.
Committees of the Board.
Since the Company's Board consists of a sole director, the board did not
establish any committees.
Policy Regarding Director Attendance At Annual Meetings
The Company does not have a formal policy regarding the Board attendance at
annual meetings but the sole director attended last year's annual meeting in his
capacity as stockholder and director.
Stockholder Communications With the Board
The Board currently does not have a formal process for stockholders to send
communications to the Board. Nevertheless, the Board desires that the views of
stockholders are heard by the Board and that appropriate responses are provided
to stockholders on a timely basis. The Board does not recommend that formal
communication procedures be adopted at this time because it believes that
informal communications are sufficient to communicate questions, comments and
observations that could be useful to the Board. However, stockholders wishing to
formally communicate with the Board may send communications directly to: c/o
DeHeng Chen Chan, LLC 225 Broadway, New York, NY, 10007; Attention: Xiaomin
Chen, Esq.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No executive officer in office received aggregate cash compensation exceeding
$100,000 during the fiscal year ended November 30, 2003 or the calendar year
ended December 31, 2003. Darrell Lerner has been our President, Chief Executive
Officer and Treasurer since inception until his resignation, effective May 21,
2004. To date, we have not entered into any employment agreements with our
officers and do not presently intend to do so. Mr. Lerner received $21,000 in
restricted corporate stock as compensation for services performed during the
2001 fiscal year. Other than that, no compensation was paid to any directors or
officers in the years 2001, 2002 and 2003. We are not planning to pay any
compensation to our directors and officers in 2004.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION ALL OTHER
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NAME AND FISCAL OTHER ANNUAL RESTRICTED STOCK SECURITIES OPTIONS
PRINCIPAL YEAR SALARY BONUS COMPENSATION UNDERLYING AWARDS (NO. OF
POSITION SHARES)
Darrell 2001 0 0 $21,000 0 0 0
Lerner, 2002 0 0 0 0 0 0
President, 2003 0 0 0 0 0 0
Chief
Executive
Officer and
Treasurer
(1) Our fiscal year ends November 30.
(2) Mr. Lerner is no longer President, Chief Executive Officer and Treasurer
of our Company, effective May 21, 2004. Upon his resignation, Mr. Li Kin
Shing was appointed as the President and is currently the sole officer of
our Company.
Our stockholders may in the future determine to pay our directors' fees and
reimburse our directors for expenses related to their activities.
STOCK OPTIONS
We did not grant stock options in fiscal years 2001, 2002 or 2003 to any
director or executive officer.
EXECUTIVE EMPLOYMENT CONTRACTS
The Company does not currently have any employment agreements with any of its
officers, nor is it planning to execute such agreements in the future.
EQUITY COMPENSATION PLAN INFORMATION
The Company's has not adopted any equity compensation plans.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the SEC.
In 2003, officers, directors and greater-than-10% stockholders were required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they filed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Consulting Agreement with Darrell Lerner
The Company has entered into a Consulting Agreement with Darrell Lerner, our
former director, officer and 10% holder, effective May 21, 2004. Under the terms
of his agreement, Mr. Lerner will provide the Company assistance with certain
post-transaction and transaction activities and transition matters in connection
with the consummation of transactions whereby certain third party purchasers are
contemplated to purchase an aggregate of 98% of the Company's issued and
outstanding capital stock as well as other matters. Pursuant to the Consulting
Agreement, Mr. Lerner's services shall be retained for a period of six (6)
months (the agreement is not renewable). Mr. Lerner will be paid an aggregate of
$150,000 for services rendered under the Consulting Agreement, payable in equal
monthly installments.
Although we have no present intention to do so, we may, in the future, enter
into other transactions and agreements relating to our business with our
directors, officers, principal stockholders and other affiliates. We intend for
all such transactions and agreements to be on terms no less favorable to the
Company than those obtainable from unaffiliated third parties on an arm's-length
basis. In addition, the approval of a majority of the Company's disinterested
directors will be required for any such transactions or agreements. As set forth
above, we do not anticipate any related party transactions in the near future.
Nevertheless, should any related party transactions occur while there are no
disinterested board members, Li Kin Shing our sole director and officer, shall
continue to have the sole vote and we shall rely on his integrity, good
judgment, and fiduciary duties to make a fair and equitable decision on our
behalf and one behalf of our stockholders.
Indemnification of Officers and Directors
As permitted by Delaware law, the Company's Certificate of Incorporation
provides that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil,
criminal, administrative or investigative proceeding brought against them on
account of their being or having been Company directors or officers to the
fullest extent permitted by Delaware law.
Exclusion of Liability
Pursuant to Delaware General Corporation Law, the Company's Certificate of
Incorporation excludes personal liability for its directors for monetary damages
based upon any violation of their fiduciary duties as directors, except as to
liability for any breach of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or any transaction from which a
director receives an improper personal benefit.
LEGAL PROCEEDINGS
No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than five percent (5%) of the securities of the
Company, or any associate of any such director, officer or security holder is a
party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries in reference to
pending litigation.
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THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR
INFORMATION PURPOSES ONLY. NO ACTION ON YOUR PART IS SOUGHT
OR REQUIRED.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RELOCATE 411.COM, INC.
(Registrant)
Date: May 25, 2004 By: /s/ Li Kin Shing
Li Kin Shing
President