SC 14F1: Statement regarding change in majority of directors pursuant to Rule 14f-1
Published on November 8, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14F
INFORMATION STATEMENT FILED PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF
1934
AND RULE 14f-1 THEREUNDER
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COMMERCETEL CORPORATION
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(Exact
name of registrant as specified in its
charter)
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|
Nevada
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26-3439095
|
|
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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| 8929 Aero Drive, Suite E | |
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San
Diego,
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CA
92123
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(Address
of principal executive offices)
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(Zip code)
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(866)622-4261
(Registrant’s
telephone number, including area code)
Copies
to:
Louis A.
Brilleman, Esq.
1140
Avenue of the Americas, 9th
Floor
New York,
New York 10036
Phone:
(212) 584-7805
Fax:
(646) 380-6635
NOTICE OF
CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
****************
NO VOTE
OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH
THIS SCHEDULE 14F. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED
NOT TO SEND THE COMPANY A PROXY.
*****************
COMMERCETEL CORPORATION
8929 Aero
Drive, Suite E
San Diego, CA 92123
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1
THEREUNDER
NOTICE OF CHANGE OF COMPOSITION OF THE BOARD OF
DIRECTORS
November 8, 2010
This
Information Statement is being furnished to holders of record of the common
stock of CommerceTel Corporation (the “Company,” “we,” “us”
or “our”), in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
Rule 14f-1 promulgated under the Exchange Act.
This
Information Statement is being mailed on or about November 8, 2010, by the
Company to the holders of record of shares of its Common Stock as of the close
of business on that date. On the tenth (10th) day
after this Information Statement has been mailed to the stockholders, the
director designees named herein will be elected to the Board (the “Effective
Date”).
You are
receiving this Information Statement as a stockholder of the Company to inform
you of an anticipated change in control of the Company and a change in the
majority of the Board effected pursuant to a Share Exchange Agreement, dated as
of November 2, 2010 (the "Exchange Agreement"), by and
among the Company, CommerceTel Inc. (“CTI”), CommerceTel
Canada Corporation (“CTel Canada”) and the
other shareholders of CTI (collectively with CTel Canada, the “Sellers”). Pursuant
to the Exchange Agreement, on November 2, 2010 (the “Closing Date”) of the
Share Exchange, the Company issued a total of 10,000,000 shares of common stock
to the Sellers in exchange for the transfer to the Company of all issued and
outstanding shares of CTI (the “Share
Exchange”). As a result of the Share Exchange, CTI became the
wholly-owned subsidiary of the Company and CTel Canada became the
Company’s largest stockholder. Contemporaneously with the
consummation of the Share Exchange and as a condition prior thereto, the Company
raised $1,000,000 through the issuance of secured promissory notes. A
detailed description of the Share Exchange is included in the Company’s Current
Report on Form 8-K that was filed with the Securities and Exchange Commission on
November 8, 2010.
No action
is required by our stockholders in connection with this Information
Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder, requires the mailing to our stockholders of the
information set forth in this Information Statement at least ten (10) days prior
to the date a change in a majority of our directors occurs (otherwise than at a
meeting of our stockholders).
THIS INFORMATION STATEMENT
IS REQUIRED BY SECTION 14(F) OF THE SECURITIES EXCHANGE ACT AND RULE 14F-1
PROMULGATED THEREUNDER IN CONNECTION WITH THE APPOINTMENT OF OUR DIRECTOR
DESIGNEES TO THE BOARD.
NO ACTION IS REQUIRED BY
OUR STOCKHOLDERS IN CONNECTION WITH THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED, AND YOU ARE
NOT REQUESTED TO SEND THE COMPANY A PROXY. YOU ARE URGED TO READ THIS
INFORMATION STATEMENT CAREFULLY, BUT YOU ARE NOT REQUIRED OR REQUESTED TO TAKE
ANY ACTION IN CONNECTION WITH THIS INFORMATION
STATEMENT.
VOTING
SECURITIES
The
Company is authorized to issue 150,000,000 shares of common stock, par value of
$0.001 per share (the “Common Stock”).
On November 8, 2010,
there were 17,700,000 shares of our common stock issued and
outstanding. This number gives
effect to the completion of the Share Exchange and to the cancellation of 4,300,000 shares that occurred
immediately following the completion of the Share
Exchange .
Each
share of issued and outstanding common stock entitles the holder thereof to
fully participate in all stockholder meetings, to cast one vote on each matter
with respect to which stockholders have the right to vote, and to share ratably
in all dividends and other distributions declared and paid with respect to the
common stock, as well as in the net assets of the corporation upon liquidation
or dissolution.
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SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth as of November 5, 2010, certain information regarding
the beneficial ownership of the Company’s Common Stock giving effect to the
Share Exchange. The table sets forth the beneficial ownership of (i)
each person who, to our knowledge, beneficially owns more than 5% of the
outstanding shares of Common Stock; (ii) each of the nominees for director and
executive officer of the Company; and (iii) all of our executive officers and
nominees for director as a group. The number of shares owned includes all
shares beneficially owned by such persons, as calculated in accordance with Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Under such rules, beneficial ownership includes any
shares of Common Stock as to which a person has sole or shared voting power or
investment power and any shares of Common Stock which the person has the right
to acquire within 60 days of November 5, 2010 through the exercise of any
option, warrant or right, through conversion of any security or pursuant to the
automatic termination of a power of attorney or revocation of a trust,
discretionary account or similar arrangement. Unless otherwise
indicated, the address of each shareholder is c/o the Company, 8929
Aero Drive, Suite E, San Diego, CA
92123.
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Name of Beneficial Owner
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Number of Shares
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Percentage(1)
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||||||
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CommerceTel
Canada Corporation
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7,267,972 | 41.1 | % | |||||
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1
First Canadian Place
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||||||||
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100
King Street West
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Toronto,
ON M5X 1B2
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Dennis
Becker (2)
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7,360,335 | 41.6 | % | |||||
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David
Souaid
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-0- | N/A | ||||||
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Fraser
Clarke (3)
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7,267,972 | 4.1. | % | |||||
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Executive
Officers and Directors as a Group (three
persons)
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7,360,335 | 41.6 | % | |||||
* Denotes
less than 1%
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(1)
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Beneficial
ownership percentages gives effect to the completion of the Share
Exchange, and are calculated based on shares of Common Stock
issued and outstanding. Beneficial ownership is determined in
accordance with Rule 13d-3 of the Exchange Act. The number of shares
beneficially owned by a person includes shares of Common Stock underlying
options or warrants held by that person that are currently exercisable or
exercisable within 60 days of November 5, 2010. The shares
issuable pursuant to the exercise of those options or warrants are deemed
outstanding for computing the percentage ownership of the person holding
those options and warrants but are not deemed outstanding for the purposes
of computing the percentage ownership of any other
person.
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(2)
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Includes
7,267,972 shares owned by CommerceTel Canada Corporation (“CTel Canada”)
of which Mr. Becker may be deemed to be the beneficial owner in his
capacity as President and Chief Executive Officer of that
entity. Mr. Becker disclaims beneficial ownership in the shares
owned by CTel Canada in excess of his proportional ownership of CTEl
Canada.
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(3)
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.Consists
of shares held by CTel Canada of which Mr. Clarke may be deemed the
beneficial owner in his capacity as Chairman of that
entity. Mr. Clarke disclaims beneficial ownership in the shares
owned by CTel Canada in excess of his proportional ownership of CTEl
Canada.
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CHANGE
OF CONTROL
On
November 2, 2010, the Company, the Sellers and CTI entered into the Exchange
Agreement and consummated the transaction contemplated
thereunder. Pursuant to the Exchange Agreement, the Company issued a
total of 10,000,000 shares of common stock to the Sellers in exchange for the
transfer to the Company of all issued and outstanding shares of
CTI. As a result of the Share Exchange, CTI, on the Closing
Date, became the wholly-owned subsidiary of the Company and the Sellers acquired
control of the Company. The Company's sole officer and director
tendered his resignation that became effective as of the Closing Date
with respect to his officer’s position and on 11th day
following the mailing of this Schedule 14F with
respect to his position as a director . However, he has
agreed to stay for a limited period of time to allow for an orderly transition.
Under the Exchange Agreement, the Company appointed as its new chief
executive officer and its new financial officer the individuals identified
below. Such appointments became effective on the Closing
Date. In addition, it elected new directors, also identified below,
whose election will become effective on the 11th day
following the mailing of this Schedule 14F.
CHANGES
TO THE BOARD OF DIRECTORS
Shane
Ellison has been the Company’s chief executive officer and treasurer,
respectively, as well as our sole director since inception in September
2008. On the date of the completion of the Share Exchange, Mr.
Ellison tender ed his resignation as officer, effective
immediately. In addition, he will resign as a director, effective on
the 11th day
following the mailing of this Schedule 14F to our stockholders. In
connection therewith, effective on the date of completion of the Share Exchange,
Dennis Becker was appointed Chief Executive Officer and Interim Chief Financial
Officer. Effective on the 11th day
following the mailing of this Schedule 14F . David
Souaid and H. Fraser Clarke will be elected to fill vacancies on
the Company’s Board of Directors: Thereafter, additional vacancies on our Board
of Directors and officers may be elected from time to time by the Board or the
Company’s stockholders.
The Board
of Directors is comprised of only one class. All of the directors will serve
until the next annual meeting of stockholders and until their successors are
elected and qualified, or until their earlier death, retirement, resignation or
removal. 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.
There are no family relationships among directors and executive
officers. Following are brief descriptions of the business experience
of each director, nominee for director and each newly appointed executive
officer.
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Name
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Age
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Position
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Dennis
Becker
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37
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Chief
Executive Officer and Interim Chief Financial Officer
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David
Souaid
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37
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Director
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H.
Fraser Clarke
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35
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Director
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Dennis
Becker - Chief Executive Officer and Interim Chief Financial
officer
Dennis
Becker was appointed the Company’s Chief Executive Officer and a Director
effective as of the closing date of the Share Exchange. He will also act
as the Company’s Interim Chief Financial Officer until a more permanent
replacement will have been identified. Mr. Becker has been President and Chief
Executive Officer of CommerceTel, Inc. since September, 2007. He was
a founder of Frontieric Corporation, a pioneer in providing complex call routing
and merchant processing applications, where he was Chief Executive Officer from
2002 to 2005. Mr. Becker was also Chief Executive Officer of Bexel
Technologies, which served solutions to large enterprise, from 1999 to
2001. Mr. Becker studied Computer Science at the University of Oregon and
served in the United States Air Force.
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David
Souaid was elected a director of the Company on the date of closing of the Share
Exchange, subject to the Company’s compliance with Section 14(f) of the Exchange
Act. He is currently the President of SterlingCard Payment Solutions and
was previously the Senior Vice President, Sales and Marketing of Optimal
Payments Inc., a credit card processing company, since 1999. He has also
been a director of Sterling Payment Solutions and Mercantile Advance Corp. since
2008 respectively. He holds a B.A. in Political Science from Mount Allison
University.
H.
Fraser Clarke, Director
Herbert
Fraser Clarke was elected a director of the Company on the date of closing of
the Share Exchange, subject to the Company’s compliance with Section 14(f) of
the Exchange Act. He has been the President and Chief Operating Officer of
Herbal Magic, a Toronto based weight loss company, since 2009. From 2008
to 2009 he was Chief Financial Officer of NLRC, a Newfoundland based oil and gas
refinery. From 2005 to 2008, he was the Chief Executive Officer of the
Hair Club, a hair restoration company. Mr. Clarke holds a business degree from
Memorial University. He is a chartered accountant and a chartered
financial analyst. He currently serves on a number of boards
including Europe’s largest provider of hair loss solutions, a United States
based mobile marketing company and a Canadian mid marketing leasing
firm.
Employment
Agreements
The
Company is currently negotiating an employment agreement with Dennis Becker, the
Company’s Chief Executive Officer.
Compensation
of Directors
Compensation
for the Directors and Executive Officers has not been determined at this
time.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company's executive officers, directors
and persons who own more than 10% of a registered class of the Company's equity
securities to file reports of their ownership thereof and changes in that
ownership with the Commission Executive officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with copies
of all such reports they file. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for their 2009 fiscal year
transactions, the Company believes that there has been compliance with all
Section 16(a) filing requirements applicable to such officers, directors, and
five-percent beneficial owners for such fiscal year.
EXECUTIVE
COMPENSATION
The
Company has have never paid any compensation to any of its officers or
directors.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
No
director, officer, principal stockholder holding at least 5% of our common
shares, or any family member thereof, had any material interest, direct or
indirect, in any transaction, or proposed transaction, since the beginning of
our last fiscal year ended September 30, 2010, in which the amount involved in
the transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at year-end for the last three completed fiscal
years.
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WHERE
YOU CAN FIND MORE INFORMATION
The
Company files reports with the SEC. These reports include annual
reports, quarterly reports as well as other information required to be filed
pursuant to securities laws. You may read and copy materials we file
with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at http://www.sec.gov.
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November
8, 2010
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By
order of the Board of Directors
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/s/ Dennis Becker, Chief Executive
Officer
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