UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 24, 2003
NEWAVE, INC.
---------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UTAH 333-34308 87-0520575
------------------ ---------- --------------
(State or other
jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
404 East 1st Street #1345
Long Beach, CA 90802
-------------------------------------------------
(Address of principal executive offices)
(805) 964-9202
-------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Utah Clay Technology, Inc.
3985 South 2000 East
Salt Lake City, UT 84124
(801) 424-0223
-------------------------------------------------
(Former name or address if change since last report.)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On December 24, 2003, we entered into an Agreement and Plan of
Reorganization with NeWave, Inc., a Nevada Corporation, whereby we issued 94
shares of our Class C Convertible Preferred Stock to the shareholders of NeWave
in exchange for 100% of the issued and outstanding common stock of NeWave.
Additionally, we issued 1 share of Class C Preferred Stock to Dutchess Private
Equities Fund L.P. or its designees as consideration for payment by Dutchess of
$250,000 required to satisfy the terms and conditions of the Agreement and Plan
of Reorganization. Thus, Dutchess Private Equity Fund, L.P. and Dutchess
Advisors, LLC together own 15 shares of the Class C Preferred Stock of the
Registrant. The 95 Class C Preferred Stock shares shall be convertible into
9,500,000 share of our common stock after giving effect to our reverse stock
split. As a result of the transaction, NeWave became our wholly-owned
subsidiary.
The terms and conditions of the Reorganization are contained in the
Agreement and Plan of Reorganization, which is attached hereto as Exhibit 2.1.
The foregoing description of the terms and conditions of the Agreement and Plan
of Reorganization is qualified in its entirety by, and made subject to, the more
complete information set forth in the Agreement and Plan of Reorganization.
The following table sets forth to our knowledge, certain information
concerning the beneficial ownership of our common stock as of February 11, 2004
after giving effect to the issuance of securities as part of the closing of the
Agreement and Plan of Reorganization with respect to beneficial ownership of the
outstanding shares of our common stock by our directors, executive officers and
each person known by us to own in excess of 5% of the outstanding shares of
common stock, and the directors and executive officers as a group. Unless
otherwise noted, each person or group identified possesses sole voting and
investment power with respect to the shares, subject to community property laws
where applicable.
Name of Share Holder Number of Shares Percentage
& Address(1) Ownership(2)
- ---------------------------- ---------------------- --------
Michael Hill . . . . . . . . . . . . . . . . . . . . . . . . . 2,555,000 25.55%
Chief Executive Officer/ Director
Michael Novielli (3). . . . . . .. . . . . . . . . . . . . . . 1,500,000 15.25%
Director
Theodore Smith . . . . . . . . . . . . . . . . . . . . . . . . -0- *
Director
Douglas Leighton (3). . . .. . . . . . . . . . . . . . . . . . 1,500,000 15.25%
Director
Barrett Evans(4) . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 30%
Director
Dutchess Advisors, LLC. (3). . . . . . . . . . . . . . . . . . 1,400,000 14%
100 Mill Plain Rd.
3rd Floor
Danbury, CT 06811
Dutchess Private Equities Fund, LP. (4). . . . . . . . . . . . 100,000 1.00%
100 Mill Plain Rd.
3rd Floor
Danbury, CT 06811
eFund Capital Partners, LLC.(5) . . . . . . . . . . . . . . . 2,000,000 20%
301 East Ocean Blvd, Suite 640
Long Beach, CA 90802
eFund Small-Cap Fund, L.P. (5) . . . . . . . . . . . . . . 1,000,000 10%
301 East Ocean Blvd, Suite 640
Long Beach, CA 90802
All Executive Officers and . . . . . . . . . . . . . . . . . . 7,055,000 70.50%
Director as a group
<FN>
* Less than 1%
(1) The address for all officers and directors is c/o Utah Clay Technology, Inc.,
421 Pine Ave., Goleta, CA 93117.
(2) Based on 10,000,000 shares of our common stock outstanding on February 11, 2004.
(5) Michael Hill is Chief Executive Officer of NeWave, Inc. and beneficially
owns 2,555,000 shares of common stock.
(3) Michael Novielli and Douglas Leighton are managing members of Dutchess Advisors,
LLC. which owns 1,400,000 shares.
(4) Michael Novielli and Douglas Leighton are managing members of Dutchess Capital Management,
LLC which acts as general partner to Dutchess Private Equities Fund, LLP which owns 125,000
shares.
(4) Barrett Evans is the Managing Member of eFund capital Partners, LLC and the
Managing Partner of eFund Small-Cap Fund, L.P, which own 2,000,000 shares
and 1,000,000 shares respectively.
ITEM 2. ACQUISITION OR DISPOSAL OF ASSETS.
On December 24, 2003, we entered into an Agreement and Plan of
Reorganization with NeWave, Inc. a Nevada Corporation whereby we issued 94
shares of our Class C Convertible Preferred Stock to the shareholders of NeWave
in exchange for 100% of the issued and outstanding common stock of NeWave.
Additionally, we issued 1 share of Class C Preferred Stock to Dutchess Private,
Equity Fund, L.P. or its designees as consideration for payment by Dutchess of
$250,000 required to satisfy the terms and conditions of the Agreement and Plan
of Reorganization. Thus, Dutchess Private Equity Fund, L.P. and Dutchess
Advisors, LLC together own 15 shares of the Class C Preferred Stock of the
Registrant. The 95 Class C Preferred Stock shares shall be convertible into
9,500,000 shares of our common stock after giving effect to our reverse stock
split. As a result of the transaction, NeWave became our wholly-owned
subsidiary.
The terms and conditions of the Reorganization are contained in the
Agreement and Plan of Reorganization, which is attached hereto as Exhibit 2.1.
The foregoing description of the terms and conditions of the Agreement and Plan
of Reorganization is qualified in its entirety by, and made subject to, the more
complete information set forth in the Agreement and Plan of Reorganization.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
NONE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTING.
NONE.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Effective February 11, 2004, we changed our corporate name from Utah Clay
Technology, Inc. to NeWave, Inc.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
In conjunction with the Agreement and Plan of Reorganization the Directors
listed below resigned from their positions as Directors.
1. Dennis Engh
2. Daniel Engh
3. Darin Engh
4. Thomas Harrison
None of the Directors resigned due to disagreements with us on any matter
relating to our operations, policies or practices.
Pursuant to an action of the remaining Director, Darin Engh, prior to his
resignation from the Board of Directors the following Directors were elected to
fill vacancies on our Board of Directors until the next annual meeting of the
shareholders or a special meeting of the shareholders called for electing
members of the Board of Directors:
1. Barrett Evans
2. Michael Hill
3. Michael Novielli
4. Theodore Smith
5. Douglas Leighton
Barrett Evans
- --------------
Mr. Evans is eFund Capital Partner's Managing Partner. Mr. Evans started his
career with Cruttenden Roth, a regional emerging growth focused investment bank.
At Cruttenden, Mr. Evans developed significant relationships with institutional
investors. Additionally, Mr. Evans was engaged in all facets of investment
banking from private debt and equity financing to Initial Public Offerings,
retail brokerage and institutional trading, Mezzanine financing and bridge
capital.
Mr. Evans founded BRE Investments & Consulting, LLC. in 1996. BRE Investments &
Consulting evolved into what is now eFund Capital Partners. At eFund Capital
Partners, Mr. Evans has utilized his institutional contacts to help fund
numerous start-up companies and has advised these companies on a wide range of
issues including raising capital, securing management and overall business
strategy. Raised in Los Angeles, Mr. Evans received his Bachelor's degree from
the University of California, Santa Barbara.
Michael Hill
- -------------
Mr. Hill is the Chief Executive Officer of NeWave, Inc. Prior to NeWave, Inc.
Mr. Hill built a previous call center that in its first year of business
generated over $2.4 million dollars in gross revenue. Prior to this he acted as
President/CEO of Intravantage Marketing, another Santa Barbara based marketing
firm. Before Intravantage, Mr. Hill was a consultant to a number of other call
centers and telemarketing firms. Mr. Hill was also the Vice President of
Innovative Specialties, Inc. He grew this young organization from $1.8 million
in sales to well over $8.0 million in gross sales in his first year with the
company. Before entering the world of sales organizations, Mr. Hill was a
contractor licensed by the State of California Contracting Board and was the
President of Finishing Touches, Inc. Mr. Hill also currently serves as the
Managing Member of International Specialties, LLC.
Michael Novielli
- -----------------
Mr. Novielli is a Managing Partner of Dutchess Capital Management LLC and
Dutchess Advisors LLC. A co-founder of Dutchess in 1996, Mr. Novielli oversees
transaction structure and regulatory compliance of investments made on behalf of
Dutchess Private Equities Fund LP. Additionally, he serves in an advisory
capacity to the senior management of companies in the Fund's portfolio, in areas
of corporate finance, business development, legal, accounting, regulatory issues
and market related strategies.
Prior to co-founding Dutchess, Mr. Novielli was a partner at Scharff, Witchel &
Company, a 40 year-old, full service investor relations firm, where he engaged
in securing private placements for publicly traded companies. Prior to joining
Scharff, Mr. Novielli was Vice-President of Institutional Sales-Private
Placements at Merit Capital Associates, an independent NASD registered
broker-dealer. Before joining Merit, in 1991 Mr. Novielli began his investment
career at PaineWebber, where he served for approximately three years as a
registered representative servicing high net worth individuals and institutional
clientele.
Prior to entering the public securities arena, Mr. Novielli held several
corporate finance staff positions in the private sector, including tenure with
former Fortune 50 and NYSE traded, PHH Corp. Mr. Novielli received his B.S. in
Business from the University of South Florida in 1987.
Theodore Smith
- ---------------
Mr. Smith is currently an executive vice-president of Dutchess Advisors, LLC
where he directs the entire negotiating process with senior management of the
potential investment. This process includes deal point discussions, execution,
and final documentation, all the way through the filing of the registration
statement. During this time, Mr. Smith conducts the due diligence on the company
and reviews the legal documents that are completed prior to final closing.
Prior to joining Dutchess in 1998, Mr. Smith was a principal at Geneva Atlantic
Capital, LLC where he focused on assisting corporate clients with SEC filing
guidelines, business plan preparation and presentation, and seeking financing
through the capital markets. Mr. Smith attended and received his BS in Finance
and Marketing from Boston College. Mr. Smith has acted as a board member to two
public companies and several private companies. Proficient in SEC filing
regulations and the filing process, Mr. Smith also attends to matters pertaining
to the SEC guidelines for Dutchess' and other clients. Mr. Smith is partner in
Edgarization.com, an Edgar filling service
Douglas Leighton
- -----------------
Mr. Leighton is a co-founder of merchant bank Dutchess Advisors LLC, which has
since 1996, arranged in excess of $200 million in private equity financings for
publicly traded companies. Mr. Leighton oversees and directs the Fund's trading
and portfolio risk management. He conducts due diligence on investments as well
as negotiates transactions on behalf of the fund. He also supervises
communications with the Fund's investors. Prior to co-founding Dutchess, Mr.
Leighton was founder and president of Boston-based Beacon Capital, which engaged
in money management, utilizing proprietary program trading strategies developed
by Mr. Leighton. Mr. Leighton has held series 7, 63 and 65 as well as registered
investment advisor status, all retired in good standing. Mr. Leighton holds as
BS/BA in Economics & Finance from the University of Hartford.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(b) Pro forma financial information:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization between the Company and NeWave, Inc.,
D.B.A. Online Supplier NeWave Shareholders and Dutchess Advisors, Ltd. a
New York Corporation dated December 24, 2003.
6.1 Resignation of Dennis Engh
6.2 Resignation of Darin Engh
6.3 Resignation of Daniel Engh.
6.4 Resignation of Thomas Harrison.
ITEM 8. CHANGE IN FISCAL YEAR.
None.
ITEM 9. REGULATION FD DISCLOSURE.
None.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS , OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
None.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
None.
ITEM 12. RESULTS OF OPERATIONS AND FINANICAL CONDITION.
None.
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, thereunto duly authorized.
Date: February 12, 2004 NeWave, Inc.
By: /s/ Michael Hill
------------------------
Michael Hill
Chief Executive Officer/Director