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
ROAMING MESSENGER, INC.
---------------------------------
(Name of Registrant as Specified In Its 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 the 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.:
(3) Filing Party:
(4) Date Filed:
ROAMING MESSENGER, INC.
6144 CALLE REAL SUITE, 200
SANTA BARBARA, CALIFORNIA 93117
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
AUGUST 17, 2004
To The Shareholders of Roaming Messenger, Inc.
Jonathan Lei, Louie Ucciferri, and Tom Djokovich (collectively, the
"Majority Shareholders"), are the holders of a total of 99,691,525 shares or
approximately 58% of the total issued and outstanding stock of Roaming
Messenger, Inc., a Nevada corporation (the "Company"). The Majority Shareholders
intend to adopt the following resolutions by written consent in lieu of a
meeting pursuant to the General Corporation Law of the State of Nevada.
1. Authorize the officers and directors of the Company to amend the
Company's Articles of Incorporation to increase the number of
authorized of shares of the Company's common stock to 495,000,000,
par value $0.001 per share, and the number of authorized shares of
the Company's preferred stock to 5,000,000, par value $0.001 per
share.
Jonathan Lei, Secretary
-----------
WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
-----------
ROAMING MESSENGER, INC.
6144 Calle Real Suite 200
Santa Barbara, California 93117
AUGUST 17, 2004
SHAREHOLDERS ACTION
The Majority Shareholders will submit their consents to the shareholder
resolutions described in this Information Statement on or about August 17, 2004,
to be effective as of September 22, 2004. As of July 30, 2004, the Majority
Shareholders held of record 99,691,525 shares of the Company's common stock, par
value $0.001 per share, or approximately 58% of the total issued and outstanding
common stock of the Company. The remaining outstanding shares of common stock
are held by several hundred other shareholders.
The Majority Shareholders consist of Jonathan Lei, the President, Chief
Financial Officer, Secretary, and Chairman of the Board of Directors of the
Company, Louie Ucciferri, a director of the Company, and Tom Djokovich, a
director of the Company. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS."
Holders of the common stock of record as of July 30, 2004 are entitled
to submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholders are required to be submitted in order for the resolution
to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders or
the prospects of the proposed shareholder resolutions being adopted. The
Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. Other shareholders who desire to submit
their consents must do so by September 22, 2004, and once submitted will not be
revocable. The affirmative vote of the holders of a majority of the outstanding
common stock of the Company is required to adopt the resolutions described in
this Information Statement. California law does not require that the proposed
transaction be approved by a majority of the disinterested shareholders. A total
of 172,399,614 shares of common stock will be entitled to vote on the Company's
proposed transactions described in this Information Statement.
THE COMPANY AND THE TRANSACTION
The Company has its executive offices at 6144 Calle Real Suite 200,
Santa Barbara, California 93117, and its telephone number is (805) 683-7626. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to authorize the officers and directors of the Company to
amend the Company's Articles of Incorporation to increase the number of
authorized of shares of the Company's common stock to 495,000,000, par value
$0.001 per share, and the number of authorized shares of the Company's preferred
stock to 5,000,000, par value $0.001 per share (the "Amendment").
The Board of Directors of the Company voted unanimously to implement
the Amendment. The Board of Directors believes that the implementation of the
Amendment will help to facilitate a future business combination with an
operating company. The Company is not expected to experience a material tax
consequence as a result of the Amendment. Increasing the number of authorized
shares of the Company's common stock may, however, subject the Company's
existing shareholders to future dilution of their ownership in the Company.
Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending June 30, 2003, and its quarterly report on the
Form 10-QSB for the quarter ending March 31, 2004, are available upon request
to: Jonathan Lei, Secretary, Roaming Messenger, Inc. 6144 Calle Real Suite 200,
Santa Barbara, California 93117.
-1-
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
July 30, 2004 by (i) each person who is known by the Company to own beneficially
more than 5% of the Company's common stock, (ii) each of the Company's directors
and executive officers, and (iii) all officers and directors of the Company as a
group. Except as otherwise listed below, the address of each person is c/o
Roaming Messenger, Inc., 6144 Calle Real Suite 200, Santa Barbara, California
93117.
Number of Shares
Name, Title, and Address Beneficially Owned(1) Percentage Ownership(2)
---------------------------------------------------------------------------------------------------------------------
Jonathan Lei 95,639,025(2) 55.48%
Louie Ucciferri 3,750,000 2.18%
Tom Djokovich 302,500 0.18%
Harinder Dhillon 2,935,000 1.71%
Bryan Crane 1,231,500 0.71%
Brian Fox 68,000 0.04%
All current Executive Officers as a Group 99,873,525 57.93%
All current Directors who are not Executive Officers 4,052,500 2.36%
as a Group
------------------------------
(1) Except as pursuant to applicable community property laws, the persons named
in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned. The total number of issued and
outstanding shares and the total number of shares owned by each person does
not include unexercised warrants and stock options, and is calculated as of
July 30, 2004.
(2) Includes 5,987,500 shares of common stock which Mr. Lei has set aside in
the event Brian Fox, the Chief Technology Officer of the Company, exercises
his option to purchase such shares for a purchase price of $0.08 per share
(the "Lei Options"). As of July 30, 2004, 5,987,500 Lei Options are vested.
-2-
MANAGEMENT
The following table lists the names and ages of the executive officers
and directors of the Company. The directors were appointed on April 19, 2003 and
will continue to serve until the next annual shareholders meeting or until their
successors are elected and qualified. All officers serve at the discretion of
the Board of Directors.
Name Age Position
---- --- --------
Jonathan Lei 31 Chief Executive Officer, President, Chief Financial
Officer, Secretary, and Chairman
Brian Fox 43 Chief Technology Officer
Bryan Crane 45 Vice President of Corporate Development
Harinder Dhillon 30 Vice President of Operations
Louie Ucciferri 43 Director
Tom Djokovich (1) 46 Director
------------------------
(1) Member of Audit Committee.
Jonathan Lei has been the Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Financial Officer, and Secretary of the
Company since April 2003. Mr. Lei received a Bachelor Degree in Electrical and
Computer Engineering from the University of California, Santa Barbara ("UCSB")
in 1995 and a Master of Science Degree in Electrical and Computer Engineering
from UCSB in 1996. While at UCSB, he studied and worked in the field of computer
aided design and development of VLSI and ASIC silicon chips. Mr. Lei was
employed by Lockheed Martin in 1993 where he built data acquisition systems for
spacecraft testing. In 1995, he worked for Intel Corporation where he developed
the Triton II Pentium PCI chipset. From 1995 to 1996, Mr. Lei worked for RC
Electronics where he designed PCI based data acquisition systems. Mr. Lei
founded Warp 9, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Warp"), in 1996 and in 1998, he negotiated a transaction to sell
Warp's consumer ISP division, Sbnet, to MindSpring Enterprises. During that same
period, Mr. Lei co-developed Warp's e-commerce products. He is the visionary
behind the patent pending eCapsule technology and the Company's mobile data
direction. Mr. Lei was an officer and is a lifetime member of Tau Beta Pi, a
national engineering honor society.
Brian Fox has been the Chief Technology Officer of the Company since
April 2003. From 1985 to 1988, Mr. Fox worked for the Massachusetts Institute of
Technology as a research software engineer. From 1988 to 1990, he worked at the
University of California at Santa Barbara as a research software engineer. From
1998 to 2000, Mr. Fox served as the co-founder and Chief Technology Officer of
Supply Solution, Inc., a venture capital backed privately held company engaged
in the business of automotive supply chain management. At Supply Solution, Inc.,
Mr. Fox developed the company's flagship product, iSupply, a web based software
for vendor managed inventory tracking. In 1995, prior to co-founding Supply
Solution, Inc. he founded Universal Access, Inc., where he developed the
programming language Meta-HTML. Mr. Fox was the second employee at the Free
Software Foundation (Project GNU). Mr. Fox is the author of BASH, the UNIX
shell, which is widely utilized in modern versions of UNIX.
Bryan Crane has been the Vice President of Corporate Development of the
Company since October 2002. Mr. Crane has spent the last several years in the
investor relations field, working with micro-cap and small-cap public companies.
Prior to joining Roaming Messenger, from 1995 to 2002, he worked for Muir, Crane
& Co., a partnership he co-founded and in which he still maintains an ownership
interest. From 1994 to 1995, Mr. Crane was a Managing Director of Johnson & Co.
For most of his career, Mr. Crane held positions in portfolio management from
retail investments at Prudential-Bache Securities to Vice President of
-3-
Investments at A.G. Edwards & Son, where, as a member of the Presidents Council,
he managed debt and equity portfolios for institutional clients. Mr. Crane
earned his dual degree in Political Science and International Economics from San
Diego State University. He is a member of the San Diego Stock Bond Association
and the Los Angeles Chapter of the National Investor Relations Institute (NIRI).
Harinder Dhillon has been the Vice President of Operations of the
Company since October 2001. Mr. Dhillon joined the Company in July 2000. Prior
to joining the Company, from 1993 to1998, Mr. Dhillon served as the Chief
Information Officer of Informax Data Systems, an enterprise systems integrator
headquartered in Southern California. He has designed, managed, and led the
development and deployment of multi-million dollar enterprise Internet, Intranet
and integration projects for Fortune 500 companies and various government units.
His client list included Department of Justice, Immigration and Naturalization
Services, US Navy, US Air Force, and the City of Los Angeles. His projects
included enterprise work flow automation, real-time field services,
infrastructure build out, and network and systems integration. Mr. Dhillon
received a Bachelor degree in Electrical and Computer Engineering from the
University of California at Santa Barbara in 1996.
Louie Ucciferri is the founder and President of Westlake Financial
Architects, an investment-banking firm formed in 1995 to provide financial and
investment advisory services to early stage companies. He has raised investment
capital for both private and public companies and has created liquidity for
investors in the form of public offerings. Since November 1998, he has also
served as President of Camden Financial Services, a NASD registered broker
dealer that serves as the dealer manager for a real estate company that has
raised in excess of $150 million in equity capital for the acquisition of
commercial office properties in southern California and Arizona.
Tom Djokovich was the founder and served from 1995 to 2002 as the Chief
Executive Officer of Accesspoint Corporation, a vertically integrated provider
of electronic transaction processing and e-business solutions for merchants.
Under Mr. Djokovich's guidance, Accesspoint became a member of the
Visa/MasterCard association, the national check processing association NACHA,
and developed one of the payment industry's most diverse set of network based
transaction processing, business management and CRM systems for both Internet
and conventional points of sale. During his tenure, Accesspoint became an early
adopter of WAP based e-commerce capabilities and the industry's first certified
Level 1 Internet payment processing engine. In his last year as executive
manager, Accesspoint grew its processing revenues by over 800% and overall
revenues by nearly 300%. Prior to Accesspoint, Mr. Djokovich founded TMD
Construction and Development where he developed an early business-to-business
ordering system for the construction industry.
Under the Nevada General Corporation Law and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
-4-
Employment Agreements
The Company has an at-will employment agreement with Brian Fox, the
Chief Information Officer of the Company, providing that upon a termination of
his employment by the Company without cause and only after $5,000,000 of venture
or institutional capital has been raised, Mr. Fox would be entitled to severance
pay and continuing health insurance for six months after termination, and
vesting of those of his unvested stock options that would vest during that six
month period. The Company may enter into employment agreements with other
employees in the future.
Board Committees
The Board of Directors has appointed an Audit Committee. As of July 30,
2004, the sole member of the Audit Committee is Tom Djokovich. Mr. Djokovich is
independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and a
financial expert, as that term is defined in Item 401 of Regulation S-B under
the Exchange Act. The Audit Committee is authorized by the Board of Directors to
review, with the Company's independent accountants, the annual financial
statements of the Company prior to publication, and to review the work of, and
approve non-audit services preformed by, such independent accountants. The Audit
Committee will make annual recommendations to the Board for the appointment of
independent public accountants for the ensuing year. The Audit Committee will
also review the effectiveness of the financial and accounting functions and the
organization, operations and management of the Company. The Audit Committee was
formed on April 19, 2003. The Audit Committee held four meetings during fiscal
year ended June 30, 2004.
As of July 30, 2004, the Company has not yet appointed a Compensation
Committee or a Nominating Committee. The Company is a small late stage
development company with only three Board members. The Board believes that it
would be burdensome to form a separate Nominating Committee at this time. Each
of the Company's three Board members participates in the consideration of
director nominees. Although the Company has not adopted a specific policy with
regard to the consideration of director candidates recommended by security
holders, the Board will consider candidates who are experts in the Company's
industry and have the ability to refer new business to the Company.
Meetings and Compensation of Directors
Directors receive no cash compensation for their services to the
Company as directors, but are reimbursed for expenses actually incurred in
connection with attending meetings of the Board of Directors. The Board of
Directors held four meetings during fiscal year ended June 30, 2004.
Compliance with Section 16(A) of Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and certain persons who own more than 10% of a registered class of
the Company's equity securities (collectively, "Reporting Persons"), to file
reports of ownership and changes in ownership ("Section 16 Reports") with the
Securities and Exchange Commission (the "SEC"). Reporting Persons are required
by the SEC to furnish the Company with copies of all Section 16 Reports they
file.
Based solely on its review of the copies of such Section 16 Reports
received by it, or written representations received from certain Reporting
Persons, all Section 16(a) filing requirements applicable to the Company's
Reporting Persons during and with respect to the fiscal year ended June 30, 2004
have been complied with on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
-5-
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's
2004 Annual Meeting should be received at the Company's principal executive
office no later than 120 days before the Company's next Annual Meeting which is
scheduled for November 7, 2004. Any such proposal must comply with Rule 14a-8 of
Regulation 14A of the proxy rules of the Securities and Exchange Commission.
Shareholder proposals should be addressed to the Secretary of the Company.
Nominations for directors to be elected at the 2004 Annual Meeting,
other than those made by the Board of Directors, should be submitted to the
Secretary of the Company no later than 120 days before the Company's next Annual
Meeting which is scheduled for November 7, 2004. The nomination should include
the full name of the nominee and a description of the nominee's background in
compliance with Regulation S-K of the reporting rules of the Securities and
Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO JONATHAN LEI, SECRETARY OF
THE COMPANY, AT ROAMING MESSENGER, INC., 6144 CALLE REAL SUITE 200, SANTA
BARBARA, CALIFORNIA 93117, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
WILL BE PROVIDED WITHOUT CHARGE.
-6-