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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Schedule 14F-1/A
INFORMATION STATEMENT
Pursuant to Section 14(f) of the Securities Exchange Act
of 1934 and Rule 14f-1 thereunder
clickNsettle.com, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21419 23-2753988
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number Identification No.)
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
(Address of principal executive offices)
(305) 573-4112
(Registrant's Telephone Number)
990 Stewart Avenue, First Floor
Garden City, New York 11530
(Former name, former address and former fiscal year,
if changed since last report)
Approximate Date of Mailing: October 19, 2007
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clickNsettle.com, Inc.
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
(305) 573-4112
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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
This Information Statement is being mailed on or about October 19,
2007, to holders of record on October 15, 2007, of shares of common stock, par
value $0.001 per share (the "Common Stock") of clickNsettle.com, Inc., a
Delaware corporation (the "Company"), in connection with an anticipated change
in the members of the Company's Board of Directors. The information contained in
this Information Statement is being provided pursuant to Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 of the
Securities and Exchange Commission (the "SEC") thereunder.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Four of the former directors of the Company resigned in connection with
a change in control of the Company on September 26, 2007, and the remaining
director appointed four new directors to fill the vacancies. Then the remaining
director resigned.
You are not required to vote on this change of directors and your vote
is not requested. Normally, the election of directors requires the vote of a
plurality of the votes entitled to vote in such election and voting on the
election of directors that are present in person or represented by proxy at a
meeting held for the election of directors. In this case, the Company's former
directors resigned in connection with the change of control transaction and four
new directors were appointed in accordance with the bylaws of the Company.
Therefore, no vote of shareholders is required to elect the new directors.
This Information Statement is being delivered to provide information
regarding anticipated changes in the membership of the Board of Directors of the
Company in conjunction with the acquisition of a controlling interest in the
Common Stock. You are urged to read this Information Statement carefully.
However, no action on your part is sought or required.
THE CHANGE IN CONTROL
On September 26, 2007, certain investors (the "New Control Group"),
headed by Glenn L. Halpryn of Miami, Florida, and Steven Jerry Glauser of
Denver, Colorado, purchased 51.65% of the outstanding common stock of the
Company from five shareholders of the Company pursuant to the terms of a stock
purchase agreement dated September 26, 2007. Including the restricted securities
issued by the Company for working capital following the purchase of control, the
New Control Group beneficially owns 90.75% of the outstanding shares of the
Company. The total consideration paid for the purchase of the shares from the
five shareholders was $585,000. Purchase of the restricted
shares from the Company provided the Company with $1,567,000 of working capital.
Control of the Company was previously held by four shareholders, Roy Israel,
Carla Israel, Patricia Giuliani-Rheaume and Willem Specht, former officers and
directors of the Company, and by a fifth shareholder, ISO Investment Holdings,
Inc., which shareholders owned in the aggregate 51.65% of the Company's issued
and outstanding shares.
In connection with the purchase of control, the Company issued
44,921,052 shares of its common stock, par value $.001 per share, to the New
Control Group. The total offering price for these restricted securities was
$1,567,000.
AGREEMENT OF DIRECTORS TO RESIGN
In connection with the change of control, the Company's officers and
directors agreed to resign from all offices that they held with the Company.
VOTING SECURITIES
As of September 10, 2007, the Company had 9,929,212 shares of Common
Stock issued and outstanding. The Company also has 5,000,000 shares of preferred
stock authorized, but no preferred stock outstanding. For matters requiring
stockholder action, each holder of Common Stock is entitled to cast one vote, in
person or by proxy, for each share of Common Stock held.
Generally, the election of directors requires the vote of a plurality
of the votes entitled to vote and voting on the election of directors that are
present in person or represented by proxy at a meeting held for the election of
directors. You are not required to vote on this change of directors and your
vote is not requested.
INFORMATION CONCERNING THE COMPANY
BUSINESS
From inception until January 2005, the Company provided alternative
dispute resolution services. In January 2005, the Company sold its operating
assets and began to search for a new operating company or to effect a merger,
acquisition or other business combination with an operating company, but no
transaction with an operating company was consummated, and the Company had no
operations at the time of the change of control.
LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
PRINCIPAL STOCKHOLDERS OF THE COMPANY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE
CHANGE OF CONTROL
The following table sets forth, as of September 26, 2007 (immediately
prior to the change of control), the number of shares of Common Stock owned of
record and beneficially by any person who held 5% or more of the outstanding
Common Stock of the Company, all directors, each of the named
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executive officers, and the directors and executive officers of the Company as a
group. The total number of outstanding shares of Common Stock as of September
26, 2007 (immediately prior to the change of control) was approximately
9,929,212.
Shares Beneficially Percentage
Name of Beneficial Owner (1) Owned (2) Ownership
---------------------------- ------------------ ----------
Roy Israel (3) 3,525,788 35.5%
President, Chief Executive
Officer and Chairman of the Board
Willem F. Specht 140,000 1.4%
Director
Corey J. Gottlieb (4) 54,998 *
Director
Randy Gerstenblatt (5) 35,396 *
Director
Kenneth W. Good (6) 1,322,464 13.3%
Director
Patricia A. Giuliani-Rheaume 140,000 1.4%
Vice President, Chief Financial
Officer and Treasurer
ISO Investment Holdings, Inc. 1,322,464 13.3%
M. D. Sabbah (7) 585,000 5.9%
Jay Gottlieb (8) 986,147 9.9%
All officers and directors 5,218,646 52.2%
as a group (6 persons) (3)(4)(5)(6)
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* Less than one percent (1%)
(1) The address for each beneficial owner was c/o clickNsettle.com, Inc., 990
Stewart Avenue, First Floor, Garden City, New York 11530.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, and unless otherwise
indicated, represents shares for which the beneficial owner has sole voting
and investment power. The percentage of class is calculated in accordance
with Rule 13d-3.
(3) Includes 123,804 shares owned by Mr. Israel's wife, Carla Israel, the
Secretary of the Company. Mr. Israel disclaims beneficial ownership as to
such securities.
(4) Includes options to purchase 35,000 shares of the Company's common stock,
which are vested and exercisable.
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(5) Includes options to purchase 35,000 shares of the Company's common stock,
which are vested and exercisable.
(6) The common shares are owned by ISO Investment Holdings, Inc. Mr. Good, the
Assistant Vice President, Strategic Finance-Mergers & Acquisitions, of
Insurance Services Office, Inc., the parent corporation of ISO Investment
Holdings, Inc. disclaims beneficial ownership of these securities.
(7) This information was taken from an Amendment to Form 13D filed by M. D.
Sabbah on June 2, 2000. We are not aware of any subsequent filings with the
SEC after this date.
(8) This information was taken from Form 13G filed November 7, 2006.
MANAGEMENT OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS PRIOR TO CHANGE OF CONTROL
The following table sets forth information regarding the Company's
executive officers and directors prior to the change of control.
Name Age Position
---- --- --------
Roy Israel 47 Chief Executive Officer, President
and Chairman of the Board
Kenneth W. Good 60 Director
Randy Gerstenblatt 48 Director
Corey J. Gottlieb 44 Director
Willem F. Specht 46 Director
Patricia Giuliani-Rheaume 49 Vice President, Chief Financial
Officer and Treasurer
Roy Israel was Chairman of the Board of Directors, Chief Executive
Officer and President of the Company from February 1994 until September 26,
2007. Currently, Mr. Israel is the President and Chief Executive Officer of
National Arbitration and Mediation, Inc.
Patricia Giuliani-Rheaume was Vice President, Chief Financial Officer
and Treasurer of the Company from February 1997 until September 26, 2007.
Currently, Ms. Giuliani-Rheaume is the Vice President and Chief Financial
Officer of National Arbitration and Mediation, Inc.
Willem F. Specht was Director of Information Technology from May 1998
and previously held the position of Systems Analyst starting in April 1995. Upon
the sale of the Company's sole operating business on January 13, 2005, Mr.
Specht resigned from his position as Director of Information Technology of the
Company. Currently, Mr. Specht is the Director of Information Technology of
National Arbitration and Mediation, Inc.
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Kenneth W. Good has been the Assistant Vice President, Strategic
Finance, of Insurance Services Office, Inc. since September 1996.
Randy Gerstenblatt has been the Senior Vice President of Corporate
Alliances at Six Flags, Inc. since January 2006. Prior to holding this position,
Mr. Gerstenblatt was Senior Vice President of ESPN/ABC Sports Customer Marketing
and Sales from October 2000 through January 2006.
Corey J. Gottlieb has been the Chief Operating Officer of National
Arbitration and Mediation, Inc. since May 2006. Prior to holding this position,
Mr. Gottlieb was the President/CEO of Targeted Media Partners LTD, a sales,
marketing and consulting company for established and start-up ventures in the
commercial advertising sector.
MEETINGS OF THE BOARD OF DIRECTORS
During the Company's last full fiscal year ended on September 30, 2007,
there were four meetings of the Company's board of directors.
EXECUTIVE COMPENSATION OF THE COMPANY
No officers or directors received any compensation for services to the
Company during the past two fiscal years.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
All employment agreements with the Company were terminated in January
2005 when the Company sold its operating assets.
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10% of its
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than 10% shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based on its review of the copies of such forms received by the
Company, the Company believes that during the year ended September 30, 2007, all
such filing requirements applicable to its officers and directors were complied
with.
NEW MANAGEMENT OF THE COMPANY
The directors and executive officers of the Company, their ages and
positions are expected to be as follows when their appointments become effective
during October 2007:
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the Company's
newly-appointed executive officers and directors.
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Name Age Position
---- --- --------
Glenn L. Halpryn 47 Chairman of the Board, Chief
Executive Officer, President
Alan Jay Weisberg 61 Chief Financial and Accounting
Officer, Director
Noah M. Silver 49 Vice President, Secretary
Treasurer, Director
Curtis Lockshin 47 Director
Glenn L. Halpryn. Mr. Halpryn was Chairman of the Board and Chief
Executive Officer of Orthodontix, Inc., a public company, from April 2001 until
Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Since
December 2006 Mr. Halpryn has been Chairman of the Board and Chief Executive
Officer of Getting Ready Corporation, a shell company traded on the OTC
Bulleting Board. Mr. Halpryn is also Chief Executive Officer and a director of
Transworld Investment Corporation ("TIC"), serving in such capacity since June
2001. Since 2000, Mr. Halpryn has been an investor and the managing member of
investor groups that were joint venture partners in 26 land acquisition and
development projects with one of the largest home builders in the country. From
1984 to June 2001, Mr. Halpryn served as Vice President/Treasurer of TIC. From
1999, Mr. Halpryn also served as Vice President of Ivenco, Inc. ("Ivenco") until
Ivenco's merger into TIC in June 2001. In addition, since 1984, Mr. Halpryn has
been engaged in real estate investment and development activities. From April
1988 through June 1998, Mr. Halpryn was Vice Chairman of Central Bank, a Florida
state-chartered bank. Since June 1987, Mr. Halpryn has been the President of and
beneficial holder of stock of United Security Corporation ("United Security"), a
broker-dealer registered with the NASD. From June 1992 through May 1994, Mr.
Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna Halpryn
Capital Group, Inc., a "blank check" company whose business combination was
effected in May 1994 with Sterling Healthcare Group, Inc. From June 1995 through
October 1996, Mr. Halpryn served as a member of the Board of Directors of
Sterling Healthcare Group, Inc. Since October 2002, Mr. Halpryn has been a
director of Ivax Diagnostics, Inc., a publicly held corporation, and is a member
of its audit committee and chairman of its compensation committee.
Alan Jay Weisberg. Mr. Weisberg is the Chief Financial Officer of
Getting Ready Corporation. Mr. Weisberg was the Acting Chief Financial Officer
of Orthodontix, Inc. from 1999 until December 2006 and a director and the
Treasurer of Orthodontix, Inc. from 2001 until December 2006. Since July 1986,
Mr. Weisberg has been a stockholder in the accounting firm of Weisberg Brause &
Co., Boca Raton, Florida. Mr. Weisberg has been the principal financial officer
of United Security since June 1987.
Noah M. Silver. Mr. Silver is Vice President, Secretary< Treasurer and
a Director of Getting Ready Corporation. Mr. Silver was a director of
Orthodontix, Inc. from 2001 until December 2006. Mr. Silver has been the Chief
Financial Officer of TIC since June 2001, a firm in which Mr. Halpryn
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is the Chief Executive Officer and a director. From March 2000, Mr. Silver
served as the Chief Financial Officer of Ivenco, serving in such capacity until
Ivenco's merger into TIC in June 2001. From January 1997 through February 1999,
Mr. Silver was the President of Dryclean USA, Florida Division, and Dryclean USA
Franchise Company. From April 1995 through December 1996, Mr. Silver was the
Florida Division Controller and Vice President of Dryclean USA, the parent
company of Dryclean USA, Florida Division. Mr. Silver is a Certified Public
Accountant and a Certified Management Accountant and has earned a Master of
Accounting Degree.
Curtis Lockshin. Dr. Lockshin is a Director of Getting Ready
Corporation. Since 2003, Dr. Lockshin has been an independent pharmaceutical &
life sciences consultant, focused on small companies that seek to leverage their
technology assets inside healthcare, biotechnology and security sectors. At
Sepracor Inc. from 1998 to 2002, as a Scientist, Associate Director, and
Director of Discovery Biology & Informatics, Dr. Lockshin was instrumental in
establishing the New Leads program, which delivered novel chemical entities into
the preclinical pipeline. In 2002-2003, while Director of Discovery Biology at
Beyond Genomics, Inc., Dr. Lockshin co-developed strategies for utilizing
proprietary technology platforms in clinical trial optimization and prediction
of off-target drug activities. Dr. Lockshin's current activities include a
program management engagement with 3rd Millennium Inc. (Waltham, MA) and a
business development engagement with TelAztec LCC (Burlington, MA). Since 2004,
Dr. Lockshin has served on the Board of Directors of the Ruth K. Broad
Biomedical Research Foundation, a Duke University support corporation, which
supports basic research related to Alzheimer's disease and neurodegeneration via
intramural, extramural, and international grants. Dr. Lockshin was a director of
Orthodontix, Inc. from July until December 2006. Dr. Lockshin is a co-inventor
on several U.S. patents and applications covering pharmaceuticals, biomaterials,
and optics for remote biochemical sensing. He holds a Bachelor's degree in Life
Sciences and a PhD in Biological Chemistry, both from the Massachusetts
Institute of Technology.
INVOLVEMENT IN LEGAL PROCEEDINGS
The Company is not aware of any proceeding adverse to the interests of
the Company to which any officer, director or beneficial owner of 5% or more of
its voting securities is a party.
The Company is not aware of any material interest of any officer or
director of the Company that is adverse to the Company.
During the past five years, no officer or director of the Company
elected or appointed after the change of control on September 26, 2007, has:
(1) Petitioned for bankruptcy or had a bankruptcy petition filed
by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
(2) Been convicted in a criminal proceeding or is currently
subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
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(3) Been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or
(4) Been found by a court of competent jurisdiction (in a civil
action), the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
DIRECTOR INDEPENDENCE
Corporate Governance and Independent Directors
The Common Stock is currently traded on the National Association of
Securities Dealers, Inc.'s, OTC Bulletin Board, or "OTCBB". Accordingly, it is
not required to have an audit, compensation or nominating committee.
However, the Company intends to operate within a comprehensive plan of corporate
governance for the purpose of defining responsibilities, setting high standards
of professional and personal conduct and assuring compliance with such
responsibilities and standards. The Company currently regularly monitors
developments in the area of corporate governance to ensure that it is in
compliance with the standards and regulations required by the national
securities exchanges.
Code of Business Conduct and Ethics
The Company has a Code of Business Conduct and Ethics that includes
provisions ranging from restrictions on gifts to conflicts of interest. All
employees and directors of the Company are bound by such Code of Business
Conduct and Ethics. Violations of the Company's Code of Business Conduct and
Ethics may be reported to any member of the Board of Directors. The Code of
Business Conduct and Ethics includes provisions applicable to all of the
Company's employees, including senior financial officers and members of its
Board of Directors.
Personal Loans to Executive Officers and Directors
The Company currently prohibits extensions of credit in the form of
personal loans to or for its directors and executive officers.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Anyone who has a concern about the Company's conduct, including
accounting, internal accounting controls or audit matters, may communicate
directly with the Board of Directors, its non-management directors or, to the
extent formed by the Company, the Audit Committee. These communications may be
confidential or anonymous, and may be mailed, e-mailed, submitted in writing or
reported by phone. All of these concerns will be forwarded to the appropriate
directors for their review, and will be simultaneously reviewed and addressed by
the Company's Chief Financial Officer in the same way that the Company addresses
other concerns.
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NO SHAREHOLDER ACTION REQUIRED
This Information Statement is being provided for informational purposes
only, and does not relate to any meeting of shareholders. Neither applicable
securities laws, nor the corporate laws of the State of Delaware, required
approval by the Company's shareholders of the change of control or the
appointment of new directors. No vote or other action is being requested of the
Company's shareholders.
This Information Statement is provided for informational purposes only.
This Information Statement has been filed with the SEC and is available
electronically on EDGAR at www.sec.gov.
The Acting Board of Directors
October 19, 2007
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