INFORMATION STATEMENT
SCHEDULE 14C
(RULE 14C-101)
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
14c-5(d)(2))
[X] Definitive Information Statement
NEWAVE, INC.
(Name of Registrant As Specified in Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act 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 or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which 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:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
NEWAVE, INC.
30 S. LaPatera Lane, Suite 7
Goleta, CA 90802
(805) 964-9126
TO OUR STOCKHOLDERS:
The purpose of this letter is to inform you that we intend to amend our Articles
of Incorporation by written consent of our stockholders to change our name to
"CommercePlanet, Inc."
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of a majority of
stockholders satisfies any applicable stockholder voting requirement of the
California Law and our Amended and Restated Articles of Incorporation and
By-Laws, we are not asking for a proxy and you are not requested to send one.
The accompanying Information Statement is for information purposes only and
explains the terms of the amendments to our Amended and Restated Articles of
Incorporation. Please read the accompanying Information Statement carefully.
By Order of the Board of Directors,
/s/Michael Hill
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Michael Hill
Chief Executive Officer
April 25, 2006
NEWAVE, INC.
30 S. LaPatera Lane, Suite 7
Goleta, CA 90802
(805) 964-9126
INFORMATION STATEMENT
---------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement was mailed on or about April 25, 2006 to the
stockholders of record of NeWave, Inc., at the close of business on December 22,
2005 (the "Record Date"). This Information Statement is being sent to you for
information purposes only. No action is requested on your part.
This Information Statement is being furnished to our stockholders to inform you
of the adoption of a resolution by written consent by the holders of a majority
of the outstanding shares of our common stock, par value $.001. The resolution
adopted by such holders of a majority of the outstanding common stock gives us
the authority to amend our Amended and Restated Articles of Incorporation to
change our name to "CommercePlanet, Inc."
VOTING INFORMATION
As of the Record Date of December 22, 2005, we had authorized 300,000,000 shares
of common stock, of which 39,094,633 shares were issued and outstanding. Each
share of common stock has one vote.
A majority of votes representing 55.6% of votes cast by holders of our common
stock have executed a written consent in favor of the action described above.
This consent satisfies the stockholder approval requirement for the proposed
action. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to stockholders. We
anticipate that the actions contemplated herein will be affected on or about the
close of business on May 17, 2006.
IMPLEMENTATION OF THE PROPOSAL
Our Board of Directors has adopted resolutions authorizing us to amend our
Amended and Restated Articles of Incorporation to change our name to
"CommercePlanet, Inc. We intend to change our name in order to better reflect
our operations.
The currently outstanding stock certificates evidencing shares of our common
stock bearing the name "NeWave, Inc." will continue to be valid and represent
shares of our common stock following the name change. In the future, new
certificates will be issued bearing our new name, but this will not effect the
validity of your current stock certificates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to our knowledge, certain information concerning
the beneficial ownership of our common stock as of December 22, 2005 by each
stockholder known by us to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, each current director and executive officer
and all of our directors and current executive officers as a group:
NAME AND TITLE OF BENEFICIAL OWNER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL PERCENTAGE
Michael Hill(a) 30 S. LaPatera Ln., Suite 7, Golata, CA 90802 . . . . . . . . . . . . . 8,040,000 20.57%
- ------------------------------------------------------------------------------------------- ----------- -----------
Barrett Evans(b) 301 East Ocean Blvd., Long Beach, CA 90802. . . . . . . . . . . . . . . . 34,121,596 53.55%
- ------------------------------------------------------------------------------------------- ----------- -----------
Michael A. Novielli(c) 100 Mill Plain Rd., 3rd Floor, Danbury, CT 06811 . . . . . . . . 63,026,234 64.19%
- ------------------------------------------------------------------------------------------- ----------- -----------
Douglas Leighton(d) 50 Commonwealth Ave., Boston, MA 02116. . . . . . . . . . . . . . . . . 63,026,234 64.19%
- ------------------------------------------------------------------------------------------- ----------- -----------
Theodore J. Smith(e) 50 Commonwealth Ave., Boston, MA 02116 . . . . . . . . . . . . . . . . 0 0.00%
- ------------------------------------------------------------------------------------------- ----------- -----------
Dutchess Private Equities Fund, LP (f), 50 Commonwealth Ave., Boston, MA 02116. . . . . . . 9,442,856 19.53%
- ------------------------------------------------------------------------------------------- ----------- -----------
Dutchess Private Equities Fund II, LP (g), 50 Commonwealth Ave., Boston, MA 02116 . . . . . 18,470,261 32.21%
- ------------------------------------------------------------------------------------------- ----------- -----------
Dutchess Advisors, LLC (h), 50 Commonwealth Ave., Boston, MA 02116. . . . . . . . . . . . . 3,600,000 9.21%
- ------------------------------------------------------------------------------------------- ----------- -----------
eFund Capital Partners, LLC (i) 301 East Ocean Blvd. Suite 640, Long Beach, CA 90802. . . . 12,560,798 27.85%
- ------------------------------------------------------------------------------------------- ----------- -----------
eFund Small-Cap Fund, LP (j) 301 East Ocean, Suite 640, Long Beach, CA 90802. . . . . . . . 4,188,889 10.41%
- ------------------------------------------------------------------------------------------- ----------- -----------
All directors and current executive officers as a group (5 Persons) . . . . . . . . . . . . 136,700,947 88.63%
- ------------------------------------------------------------------------------------------- ----------- -----------
<FN>
(a) Mr. Hill owns 8,040,000 shares of common stock.
(b) Mr. Evans may acquire 750,000 shares of common stock within 60 days through the exercise of warrants. He may
also acquire 16,621,909 shares of common stock within 60 days through the conversion of debentures. In addition, Mr.
Evans is the managing member of eFund Capital Partners, LLC and eFund Small-Cap Fund, LP. The securities owned by
those entities are attributable to Mr. Evans, and are listed below in note (i) and note (j).
(c) Mr. Novielli may acquire 3,171,000 shares of common stock within 60 days through the exercise of warrants. He
may also acquire 28,342,117 shares of common stock within 60 days through the conversion of debentures. In addition,
Mr. Novielli is a managing member of Dutchess Capital Management, LLC which acts as general partner to
Dutchess Private Equities Fund, LP, Dutchess Private Equities Fund II, LP, and Dutchess Advisors, LLC. The
securities owned by those entities are attributable to Mr. Novielli, and are listed below in note (f), note (g) and
note (h).
(d) Mr. Leighton may acquire 3,171,000 shares of common stock within 60 days through the exercise of warrants. He
may also acquire 28,342,117 shares of common stock within 60 days through the conversion of debentures. In addition,
Mr. Leighton is a managing member of Dutchess Capital Management which acts as general partner to Dutchess
Private Equities Fund LP, Dutchess Private Equities Fund II, LP, and Dutchess Advisors, LLC. The securities owned
by those entities are attributable to Mr. Novielli, and are listed below in note (f), note (g) and note (h).
(e) Our director, Theodore Smith, is the Executive Vice President of Dutchess Advisors, LLC.
(f) Dutchess Private Equities Fund, LP owns 157,500 shares of common stock. Dutchess Private Equities Fund, LP also
may acquire up to 1,275,000 shares of common stock within 60 days through the exercise of warrants. In addition,
Dutchess Private Equities Fund, LP may acquire 8,010,356 shares of common stock within 60 days through the conversion
of debentures. Mr. Leighton and Mr. Novielli are managing members of Dutchess Capital Management, LLC which acts
as general partner to Dutchess Private Equities Fund, LP and have sole voting and dispositive power over the
shares owned by Dutchess Private Equities Fund, LP.
(g) Dutchess Private Equities Fund II, LP owns 179,750 shares of common stock. Dutchess Private Equities Fund II, LP
also may acquire up to 1,896,000 shares of common stock within 60 days through the exercise of warrants. In addition,
Dutchess Private Equities Fund II, LP may acquire 16,394,511 shares of common stock within 60 days through the
conversion of debentures. Mr. Leighton and Mr. Novielli are managing members of Dutchess Capital Management, LLC
which acts as general partner to Dutchess Private Equities Fund II, LP and have sole voting and dispositive
power over the shares owned by Dutchess Private Equities Fund II, LP.
(h) Dutchess Advisors LLC owns 3,600,000 shares of common stock. Dutchess Advisors LLC is controlled by Mr.
Novielli and Mr. Leighton.
(i) eFund Capital Partners owns 6,501,250 shares of common stock. eFund Capital Partners may acquire up to 450,000
shares of common stock within 60 days through the exercise of warrants. In addition, eFund Capital Partners may
acquire 5,609,548 shares of common stock within 60 days through the conversion of debentures. Barrett Evans is the
managing member of eFund Capital Partners, LLC and has sole voting and dispositive power over the shares owned by
eFund Capital Partners LLC.
(j) eFund Small-Cap Fund, LP owns 3,000,000 shares of common stock. eFund Small-Cap Fund LP may acquire up to 300,000
shares of common stock within 60 days through the exercise of warrants. In addition, eFund Small-Cap Fund may
acquire 888,889 shares of common stock within 60 days through the conversion of debentures. Barrett Evans is the
managing member of eFund Small Cap Fund and has sole voting and dispositive power over the shares owned by eFund.
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NEWAVE, INC
-----------
NeWave, Inc., a corporation organized and existing under Utah's Business
Corporation Act (the "Corporation"), DOES HEREBY CERTIFY:
ONE: The following amendment of the Amended and Restated Articles of
Incorporation was approved by the shareholders of the corporation on December
22, 2005 in the manner required by the Amended and Restated Articles of
Incorporation:
(1) RESOLVED, that Article First of the Amended and Restated Articles of
Incorporation of NeWave, Inc. is hereby amended to read as follows:
"FIRST: The name of the corporation is CommercePlanet, Inc."
TWO: The amendment to this Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section
607.1006 of the Florida Statutes.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and
Restated Certificate of Incorporation to be signed by its duly authorized
officer this [date].
NEWAVE, INC.
By:
/s/Michael Hill
- ----------------------------
Michael Hill
Chief Executive Officer