Filed On 1/24/07 11:56am ET · SEC File 5-82010 · Accession Number 1019687-7-173
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
1/24/07 Freedom 20/Inc SC 14F1 1:13 Freedom 20/Inc Publicease Inc/FA
Statement re: Change in Majority of Directors · Rule 14f-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14F1 Freedom 20, Inc. HTML 55K
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14f-1
Information
Statement
Pursuant
to Section 14(f) of the
Securities
Exchange Act of 1934
and
Rule 14f-1 Promulgated Thereunder
FREEDOM
20, INC.
(Exact
name of registrant as specified in its charter)
(Commission
file number)
|
|
20-5153378
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
2
Bridge Avenue
(Address
of principal executive offices) (Zip
Code)
Registrant’s
telephone number: (732)
530-9007
FREEDOM
20, INC.
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 PROMULGATED THEREUNDER
FREEDOM
20, INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED
IN
THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY OUR SHAREHOLDERS
IS
REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION
STATEMENT.
This
Information Statement is being furnished to the holders of record as of January
23, 2007, of the outstanding shares of common stock, $0.0001 par value (the
“Common Stock”) of Freedom 20, Inc., a Delaware corporation (“Freedom 20” or the
“Company”), in connection with the transfer of certain shares of common stock of
the Company pursuant to an Agreement by and between the Company and Fluid Audio
Network, Inc., a Delaware corporation (“Fluid”), to be entered into by the
parties (the “Agreement”). This Information Statement is being provided solely
for informational purposes and not in connection with a vote of the Company’s
shareholders.
Upon
the
closing of the transactions contemplated by the Agreement, the Company will,
to
the extent permitted by applicable law, secure the resignation of, or remove,
all the existing directors of the Company so as to enable Hank L. Torbert and
Justin Beckett to be appointed as directors of the Company. Virginia K. Sourlis,
the existing director, has indicated her intent to resign on the closing date
of
the Merger, which the parties intend to consummate on or around February 2,
2007
(the “Closing Date”).
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1
promulgated thereunder.
CHANGE
IN CONTROL TRANSACTION
In
January 2007, the Company and Fluid executed a letter of intent pursuant to
which the parties are currently engaged in advanced negotiations to enter into
a
definitive agreement relating to the Agreement. Pursuant to the Agreement,
Fluid
will purchase 1 share of common stock of the Company at a purchase price of
$1.00 per share and the Company will thereafter become a wholly owned subsidiary
of Fluid (“Acquisition”). Immediately after the acquisition, Fluid will perform
a short form parent-subsidiary merger whereby Fluid (the parent company) will
be
merged with and into the Company (the wholly owned subsidiary) and the Company
shall be the surviving entity (the “Merger”). If the Merger is consummated, the
Company is anticipated to issue an aggregate of approximately 11,432,395 of
its
authorized and unissued shares of Common Stock, in connection with the
conversion of and exchange for all of the issued and outstanding shares of
capital stock of Fluid, so that immediately after such issuance the former
shareholders of Fluid will own 100% of the Company’s outstanding shares of
Common Stock.
As
a
condition precedent to the Acquisition, we intend to redeem 100,000 shares
of
our Common Stock from our current shareholder for an aggregate price of $1.00,
and after the Closing Date we will issue 165,000 shares of Common Stock to
our
current shareholder.
On
the
Closing Date, the existing directors of the Company will resign, and Hank L.
Torbert and Justin Beckett will be appointed as directors of the
Company.
VOTING
SECURITIES
The
Company’s Common Stock is the only class of equity securities that is currently
outstanding and entitled to vote at a meeting of the Company’s shareholders.
Each share of Common Stock entitles the holder thereof to one vote. As of
January 23, 2007, there were 100,000 shares of the Company’s Common Stock
outstanding.
CURRENT
DIRECTORS AND OFFICERS
|
Name
|
|
Age
|
|
Position
|
|
Term
|
|
|
|
|
|
|
|
|
|
Virginia
K. Sourlis
|
|
42
|
|
President
and Director
|
|
June
2006 through present
|
Virginia
K. Sourlis,
the
founder and owner of The Sourlis Law Firm, a boutique securities law firm
located in the heart of Red Bank, New Jersey. Her firm represents several
brokerage firms and SEC and state registered investment advisors. Her firm
represents numerous private and publicly traded companies that are located
throughout the world, in all stages of their development, from start-up to
being
a publicly traded company.
Virginia’s
law firm handles Rule 504, 505 and 506 private placements, Underwritten Public
Offerings (also direct and shelf), Regulation A Offerings, Traditional Initial
Public Offerings, Reverse Mergers, Rule 15c2-11 Pink Sheet (and unsolicited
quote) and OTCBB applications, Regulation of formal/informal disclosure
requirements, 1933 and 1934 Act Registration Statements (i.e. Form SB-2, Form
10SB), compliance with NASD Rules and Regulations, NASD audits, SEC audits,
Rule
144/144A transactions and legal opinions, Sarbanes Oxley Act compliance, Blue
Sky law compliance, Proxy Statements and Information Statements, Form 10-Ks,
Form 10-Qs, Form 8-Ks, Forms 3, 4, & 5, and Forms 13G & 13D, and counsel
and advise companies regarding general securities and corporate/business legal
matters.
Virginia
K. Sourlis, Esq. studied at Oxford University, England, graduated from Stanford
University, California and received her MBA and JD from Villanova University,
Pennsylvania. Virginia serves as an arbitrator and chairperson for the National
Association of Securities Dealers, Inc. (“NASD”) and New York Stock Exchange
(“NYSE”), and is a Director of the Eastern Monmouth Area Chamber of Commerce,
and a member of the New Jersey Bar Association, Monmouth Bar Association, ACCA,
ABA and NJCCA.
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any current director, executive officer, promoter
or
control person of the Company during the past five years.
Audit,
Nominating and Compensation Committees
Our
current Board of Directors does not have standing audit, nominating or
compensation committees. Currently, we have only one director, no operations
and
only limited resources. Instead, the functions that might be delegated to such
committees have been carried out by our director, to the extent required. Our
current Board of Directors believes that the cost of establishing such
committees, including the costs necessary to recruit and retain qualified
independent directors to serve on our Board of Directors and such committees
and
the legal costs to properly form and document the authority, policies and
procedures of such committees are not justified under our current circumstances.
However, if the Merger is consummated, we anticipate that our Board of Directors
will seek qualified independent directors to serve on the Board and ultimately
form standing audit, nominating and compensation committees.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act requires the Company’s directors and
officers, and persons who beneficially own more than 10% of a registered class
of the Company’s equity securities, to file reports of beneficial ownership and
changes in beneficial ownership of the Company’s securities with the SEC of
Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based
solely on the Company’s review of the copies of the forms received by it during
the period from June 27, 2006 (inception) to December 31, 2006 and written
representations that no other reports were required, the Company believes that
no person who, at any time during such fiscal year, was a director, officer
or
beneficial owner of more than 10% of the Company’s common stock failed to comply
with all Section 16(a) filing requirements during such fiscal year.
NEW
DIRECTORS AND OFFICERS
The
following table sets forth the respective names, ages and positions of our
anticipated directors and executive officers on a forward-looking basis assuming
the Merger is consummated, as well as the year that each of them commenced
serving as a director with Fluid, if applicable. All of the directors identified
below would be elected to the Board of Directors immediately after the
consummation of the Merger, and their terms would run until our annual meeting
of stockholders in 2007.
|
Name
and Anticipated Position
|
|
Age
|
|
Fluid
Director Since
|
|
|
|
|
|
|
|
Hank
L. Torbert
Director
|
|
35
|
|
April,
2005
|
|
|
|
|
|
|
|
Justin
Beckett
Director
and Chief Executive Officer
|
|
43
|
|
October,
2004
|
| |
|
|
|
|
|
Robert
Buch
Chief
Operating Officer
|
|
32
|
|
|
| |
|
|
|
|
|
James
Williams
Chief
Technology Officer
|
|
35
|
|
|
| |
|
|
|
|
|
Michael
Raeford
Chief
Metrics Officer
|
|
28
|
|
|
| |
|
|
|
|
|
David
Williams
Chief
Financial Officer
|
|
46
|
|
|
Management
and Director Biographies
Hank
L. Torbert -
Director:
has
served as a director of the Company since April 2005. Mr. Torbert is the founder
and Managing Partner at Avondale Ventures, LLC, media and communications private
equity firm. Prior to founding Avondale 2006, Mr. Torbert served as Executive
Vice President and Chief Operating Officer of Broadcast Capital, Inc., media
focused private equity firm. Prior to joining Broadcast Capital in 2004, Mr.
Torbert served as a Vice President of the Financial Sponsor Group, Middle Market
Banking at JPMorgan Chase Bank, where he was a member of a four-person team
that
covered the firm’s top tier middle market private equity clients from 2002 to
2004. Prior to that time, Mr. Torbert was a senior associate in the Equity
Capital Markets Group at JPMorgan Chase Bank where he completed over $100
billion in transactions in the media and telecommunications industry. Prior
to
joining JPMorgan Chase Bank in 1997, Mr. Torbert worked at AIG Capital Partners.
Mr. Torbert received a Bachelor of Arts degree, Master of International Finance
and an M.B.A. from Columbia University.
Justin
Beckett - CEO, Director: is
the
Founder and Chief Executive Officer of the Company, and is also the co-founder
of VIZX Corporation, the seed investor of Fluid Audio Network. Prior to founding
the Company in October 2004, Mr. Beckett founded and served as the Chief
Executive Officer of SkillJam Technologies Corporation (www.skilljam.com)
which
was subsequently sold to Fun Technologies (www.funtechnologies.com)
(AIM:FUN), from 2001 to 2004. From 2001 to 2003, Mr. Beckett was a consultant
to
Visutel Technologies and in 2000 Mr. Beckett founded Music Gaming, Inc., which
in 2001 was sold to Intermix/MySpace (AMEX:IMEX). In 2002 Mr. Beckett co-founded
Measurematics, Inc. (www.measurematics.com).
Prior
to his focus on Internet based consumer product applications, Mr. Beckett was
an
Executive Vice President and principal of Sloan Financial Group, a diversified
financial services firm. Mr. Beckett received his Bachelor of Arts degree from
Duke University.
Robert
Buch - Chief Operating Officer: has
served as our Chief Operating Officer of the Company since October 2004. Prior
to joining the Company, Mr. Buch was the founder and President of AimTV, an
Internet based advertising firm, which he managed until the company’s $25
million sale to NETZERO, Inc. (NASDAQ:UTND) in 1999. While managing AimTV,
Mr.
Buch raised investment capital, recruited a senior level management team and
was
responsible for two successful U.S. patent applications. Mr. Buch has also
founded Starscraper Ventures, which was an incubator for start-up companies.
Mr.
Buch received his Juris Doctorate degree from the University of California
at
Hastings, School of Law, and a Bachelor of Arts degree from University of
California Los Angeles.
James
Williams - Chief Technology Officer: has
served as our Chief Technology Officer since October 2004. Prior to joining
the
Company, Mr. Williams served as the Director of Technology for Oemtec from
2003
to 2004 and E-Site from 2001 to 2002. Mr. Williams also served as a Consulting
Software Architect for Visutel in 2003. Mr. William’s experience includes
founding iKennect and developing a wireless, public access portal in partnership
with Nortel Networks for the Mandalay Bay Hotel and Resort in Las Vegas, the
creation of the “Free-DSL” platform for Winfire and subsequent management of a
nationwide DSL network, and the release of Cybermedia’s award winning First Aid
‘98. Mr. Williams received a Bachelor of Science degree from California State
University Dominguez Hills.
Michael
Raeford - Chief Metrics Officer: has
served as our Chief Metrics Officer since March 2005. Prior to joining the
Company, Mr. Raeford served as the Chief Metrics Officer of SkillJam
Technologies Corporation which was subsequently sold to Fun Technologies
(www.funtechnologies.com)
(AIM:FUN), from 2001 to 2005. Mr. Raeford served as a research analyst at Music
Gaming, Inc. from 2000 to 2001 and was an associate analyst with Sloan Financial
Group from 1998 to 2000. Mr. Raeford received his Bachelor of Arts degree from
North Carolina Central University.
David
Williams - Chief Financial Officer: has
served as our Chief Financial Officer since February 2006. From 1999 to 2005,
Mr. Williams founded and operated Professionals Online Network, Inc., an online
executive recruitment network. Mr. Williams previously served as the Chief
Financial Officer of Networks Telephony Corporation from 1997 to 1999. Mr.
Williams received a Bachelor of Music from Northern Illinois University and
a
Juris Doctorate degree from Southwestern University School of Law. He is also
a
Certified Public Accountant (CPA) and a Certified Management Accountant
(CMA).
DIRECTOR
AND OFFICER COMPENSATION
The
Company paid no cash compensation to its current President or any other
executive officers for services rendered during the fiscal year ended December
31, 2006.
Summary
Compensation Table
|
|
|
Annual
Compensation
|
Long-Term
Compensation
|
All
Other
Compensation
|
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia
K. Sourlis,
President
and Director
|
2006
2005
2004
|
$-0-
$-0-
$-0-
|
$-0-
$-0-
$-0-
|
$-0-
$-0-
$-0-
|
$-0-
$-0-
$-0-
|
Director
Compensation
The
Company currently does not pay any cash fees to directors, but we pay directors'
expenses in attending board meetings. During the year ended December 31, 2006
no
director expenses were reimbursed.
Employment
Agreements
As
of the
date of this Information Statement, the Company was not a party to any
employment agreements.
Fluid
has
no employment agreements with its officers. Fluid does not have a 401(k) plan
and no other retirement, pension, or profit sharing plans exist.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of January 23, 2007, certain information
concerning the beneficial ownership of Common Stock by (i) each person known
by
the company to be the owner of more than 5% of the outstanding Common Stock,
(ii) each director, (iii) each named executive officer, and (iv) all directors
and executive officers as a group. In general, “beneficial ownership” includes
those shares a shareholder has the power to vote or the power to transfer,
and
stock options and other rights to acquire Common Stock that are exercisable
currently or become exercisable within 60 days. Except as indicated otherwise,
the persons named in the table below have sole voting and investment power
with
respect to all shares shown as beneficially owned by them. The calculation
of
the percentage owned is based on 100,000 shares of Common Stock outstanding.
Unless otherwise specified, the address of each of the directors and executive
officers listed below is c/o Freedom 20, Inc., The Galleria, 2 Bridge Avenue,
Red Bank, New Jersey 07701.
|
Name
and Address
|
|
Amount
and
Nature
of
Beneficial Ownership
|
|
Percentage of
Outstanding
Shares
Owned
|
|
|
|
|
|
|
|
|
|
Getting
You There, LLC(1)
|
|
|
100,000
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
director and executive officer as a group (1 person)
|
|
|
100,000
|
|
|
100.00%
|
(1)
Virginia K. Sourlis, is the sole owner of Getting You There, LLC.
Anticipated
Beneficial Ownership Information after the Consummation of the
Merger
The
following table sets forth certain information concerning the beneficial
ownership of Common Stock by (i) each person known by the Company to be the
owner of more than 5% of the outstanding Common Stock, (ii) each director,
(iii)
each named executive officer, and (iv) all directors and executive officers
as a
group. In general, “beneficial ownership” includes those shares a shareholder
has the power to vote or the power to transfer, and stock options and other
rights to acquire Common Stock that are exercisable currently or become
exercisable within 60 days. Except as indicated otherwise, the persons named
in
the table below have sole voting and investment power with respect to all shares
shown as beneficially owned by them. The calculation of the percentage owned
is
based on 10,650,779 shares of Common Stock outstanding. Except as otherwise
listed below, the address of each person is c/o Fluid Audio Network, Inc.,
5813-A Uplander Way, Culver City, California 90230.
The
following information is presented on a forward-looking basis assuming the
consummation of the Merger.
| |
Amount
and Nature of
Beneficial
Ownership
|
| |
|
| |
Number
|
Percent
of Outstanding Shares
|
| |
|
|
|
Justin
F. Beckett
|
3,653,323
|
34.30%
|
|
Hank
L. Torbert
|
93,026
|
0.87%
|
|
Robert
Buch
|
456,338
|
4.28%
|
|
James
Williams
|
298,001
|
2.80%
|
|
David
Williams
|
0
|
0.00%
|
|
Michael
Raeford
|
241,668
|
2.27%
|
|
Pinetree
|
2,283,373
|
7.71%
|
|
All
Officers and Directors as a Group (7 people)
|
4,742,357
|
44.53%
|
_______________
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
as
otherwise indicated herein, there have been no related party transactions,
or
any other transactions or relationships required to be disclosed.
| |
By
Order of the Board of Directors
Freedom
20, Inc.
By:
/s/
Virginia K. Sourlis
Virginia
K. Sourlis, President
|
9
Dates Referenced Herein and Documents Incorporated By Reference
| This SC 14F1 Filing | | Date | | Other Filings |
|---|
| |  |
| | 6/27/06 |
| | 12/31/06 |
| | 1/23/07 |
| Filed On / Filed As Of | | 1/24/07 |
| | 2/2/07 |
| |
| Top | | List All Filings |
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2009 Fran Finnegan & Company. All Rights Reserved.
About – Privacy – Redactions – Help —
Sun, 5 Jul 02:16:53.1 GMT 