Confidential,
for use of the Commission only (as permitted by Rule
14c-5(d)(2)).
x
Definitive
information statement.
SmartMetric,
Inc.
(Name
of Registrant as Specified in its
Charter)
Payment
of filing fee (check appropriate box):
x
No
fee required.
o
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1)
Tile
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:
o
Fee
paid previously with preliminary
materials.
o
Check
box if any part of the fee is offset as provided by Exchange Act
of 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.
The
purpose of this information statement is to inform the holders of record of
shares of our common stock as of the close of business on the record date,
March23, 2007, that our board of directors has recommended, and that a majority
of
our stockholders intend to vote on April 26, 2007, to effect the following
corporate transactions:
(1)
To
elect three directors to serve until the next Annual Meeting or until
their respective successors are duly elected and
qualified;
(2)
To
nominate the accounting firm of Michael T. Studer, CPA, P.C. as
SmartMetric’s independent auditor until the next annual
meeting;
(3)
To
transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s)
thereof.
All
stockholders are cordially invited to attend the Annual Meeting in
person.
THE
BOARD
OF DIRECTORS IS NOT SOLICITING PROXIES AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
This
Information Statement is being furnished to the stockholders of SmartMetric,
Inc., a Delaware corporation (“SmartMetric” or the “Company”), at the direction
of the Company’s Board of Directors and pursuant to Rule 14c-2 promulgated under
the Securities Exchange Act of 1934. It is furnished in connection with an
annual meeting of stockholders scheduled for April 26, 2007 for the purposes
set
forth in the accompanying Notice of Annual Meeting of stockholders.
This
Information Statement and accompanying Notice of Annual Meeting of Stockholders
are being mailed on or about March 22, 2007.
Record
Date; Voting Securities
Only
holders of record of the Company’s common stock as of March 23, 2007 shall be
entitled to vote at the annual shareholders meeting on the basis of one vote
for
each share held. As of December 31, 2006, there were 60,246,220 shares of
SmartMetric common stock outstanding. The presence, either in person or by
proxy, of a majority of the total number of shares of common stock outstanding
on the Record Date is necessary to constitute a quorum and to transact such
matters as come before the Annual Meeting.
As
of the
Record Date, management and its affiliates (“Principal Stockholders”)
collectively owned greater than 50% of the Company’s outstanding common stock
and will vote such shares to approve the accounting firm of Michael T. Studer,
CPA, P.C. as SmartMetric’s auditor for the fiscal year ending June 30, 2007 and
elect as directors the three nominees listed under the caption “Election of
Directors.” Since the common stock owned by the Principal Shareholders
constitute a majority of SmartMetric’s outstanding common stock, the Board of
Directors determined not to solicit proxies. All stockholders of record on
the
record date are entitled to attend the meeting and vote their shares personally
or through their own legally constituted proxy.
WE
ARE NOT ASKING YOU FOR A PROXY OR A CONSENT
AND
YOU ARE REQUESTED NOT TO
SEND
US A PROXY OR A CONSENT
This
date
of this Information Statement is March 21, 2007.
The
Board
of Directors of SmartMetric, Inc., furnishes this Information Statement to
shareholders in connection with the annual meeting of SmartMetric, to be held
at
10:00 AM on April 26, 2007 at Schonfeld & Weinstein, L.L.P., 80 Wall Street,
Suite 815, New York, New York10005, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
THE
BOARD OF DIRECTORS
The
business of the Company is managed under the direction of the Board of
Directors. It has the responsibility for establishing broad corporate polices
and for the overall performance of the Company. It is not, however, involved
in
operating details on a day-to-day basis. The Board is kept advised of the
Company’s business through regular written reports and analyses and discussions
with the Chairman and other officers of the Company. The Company’s Board of
Directors currently consists of three members.
Meeting
of the Board
The
Board
meets on a regularly scheduled basis during the year to review significant
developments affecting the Company and to act on matters requiring the Board
approval. It also holds special meetings when an important matter requires
Board
action between scheduled meetings. In 2006, there were two meetings and in
2007,
to date, there has been one meeting of the Board. The average aggregate
attendance of the Directors of the Board was 100%.
Three
directors are to be elected at the annual meeting to hold office until the
next
Annual Meeting or until their successors are elected and qualified. Management
expects that each of the nominees will be available for election, but if any
of
them is not a candidate at the time the election occurs, it is intended that
another nominee will be designated by the Board of Directors to fill any such
vacancy.
Votes
Required
The
directors nominated for election will be elected by a plurality of the votes
cast, in person or by proxy, at the annual meeting. Abstentions from voting
and
broker “non-votes” on the election of directors will have no effect since they
will not represent votes cast at the annual meeting for the purpose of electing
directors.
Election
of Directors
The
following are the nominees and other directors of the Company who will continue
in office beyond the Annual Meeting, with information including their principal
occupation and other business affiliations, the year each was first elected
as a
director, other affiliations and each director’s or nominee’s age. The principal
stockholders will vote FOR the election of each nominee listed
below.
Colin
Hendrick,
has been
President, Chief Executive Officer, Chief Financial Officer and Chairman of
the
Board of SmartMetric since the Company's inception in 2002. He has served as
President and CEO of Smart Micro Chip, Inc., an Australian corporation from
2000
to 2002. From 1999 to 2001, Mr. Hendrick was President and Chief Executive
Officer of Smarticom Inc. and Fast Econ, Inc., Australian corporations. From
1994 to 1998, Mr. Hendrick served as executive officer of Applied Computing
Science (Australia), an Australian company involved in e-commerce systems,
research and development. Mr. Hendrick attended Dandenong College in Australia.
5
Joseph
Katzman,
has
been a director of SmartMetric since January 2003. Since 1993, he has been
host
and executive producer of A Cable To Jewish Life, a television talk show. From
1991 to 2000, he was the New York office administrator of congregation Yeshiva
Tomchei Tmimim Lubavitch. Mr. Katzman is a graduate of KfarChabad and the
Rabbinical College of Canada.
Elizabeth
Ryba,
has
been a director of SmartMetric since 2006. Ms. Ryba has over 15 years of
experience in the credit card industry. She was a promotion director at Hearst
Publishing from 2002 through 2005. Between 2001 and 2004, Ms. Ryba was a
consultant at Stratus Rewards Credit Cards where she launched a Visa Luxury
credit card where points were redeemable on private jets. Between 2000 and
2001,
Ms. Ryba worked as a Marketing Consultant for SpaFinder. In 1991 through 1999
Ms. Ryba worked at Master Card where she launched a SmartCard in Australia
Ms.
Ryba received her M.S. in Marketing from the University of Illinois, and her
B.A. in English from the State University of New York at Stony
Brook.
There
are
no family relationships between any nominee and/or any executive officers of
the
company. Messrs Hendrick and Katzman are current directors of SmartMetric,
Inc.
Board
Meetings and Committees
Currently,
SmartMetric only has three directors and does not have a nominating committee.
The Board of Directors has adopted a policy with regard to the consideration
of
any director candidates recommended by security holders. All of the current
director nominees were nominated by the entire board.
SmartMetric’s
board of directors has a process whereby security holders may send
communications to the board of directors. Such security holders may send
certified letters to Colin Hendrick, CEO of SmartMetric, who shall be
responsible for presenting such communication to the entire board.
SmartMetric
has adopted a code of ethics that applies to its principal executive officers,
principal financial officer and principal accounting officer. SmartMetric will
provide any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made. SmartMetric does
not
currently have an audit committee, but intends to form one after the annual
meeting. Currently, SmartMetric’s entire board serves as its audit committee.
There is no financial expert on the audit committee.
Directors'
compensation
Directors
will be reimbursed for the expenses they actually incur in attending board
meetings but do not receive additional compensation.
SmartMetric
intends to adopt an Employee Stock Option Plan for management and key employees,
and a Director Stock Option Plan in the future. However as of the date of this
report, no such plan has been adopted.
6
Executive
Compensation
The
following is a chart of compensation paid to all executive officers of the
Company.
Name
And
Principal
Position
Period
Ending June 30,
Annual
Compensation
Long-Term
Compensation
All
Other Compensation
($)
Salary
($)
Bonus
($)
Other
Annual
Compensation
($)
Awards
Restricted
Stock
Award(s)
($)
Securities
Underlying Options/ SARs
($)
Colin
Hendrick
2004
$0
CEO,
President
2005
$85,000
2006
$170,000
Peter
Sleep
2004
$0
Vice
President, Near Eastern Sales
2005
$0
2006
$0
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
SmartMetric
was incorporated in the State of Nevada on December 18, 2002. In October 2003,
SmartMetric sold 50,000,000 shares of Class A common stock to its president
and
chief executive officer, Colin Hendrick, at $.001 per share for a total of
$50,000. Between November 2003 and June 30, 2004 SmartMetric sold 8,560,257
shares of common stock to Mr. Hendrick at $0.01 per share for a total of
$85,602.57. In August 2004, these 8,560,257 shares were assigned to
approximately 600 people for no consideration. The transferees were all friends,
family and business acquaintances of Mr. Hendrick. Mr. Hendrick distributed
shares because he wanted to create a large shareholder base for SmartMetric.
On
August1, 2004, SmartMetric entered into a license agreement with Applied Cryptology,
Inc., a company owned and controlled by Colin Hendrick, President and CEO of
SmartMetric, pursuant to which Applied Cryptology, Inc. agreed to license a
patent then -pending owned by that company. Applied Cryptology, Inc. shall
receive a license fee of the greater of 2% of the sales price of any licensed
product or the fair market value of any licensed products.
On
February 28, 2006, SmartMetric entered into conversion agreements with Colin
Hendrick and Peter Sleep pursuant to which Mr. Hendrick converted 20,000,000
shares of Class A common stock into 20,000,000 shares of common stock, and
Mr.
Sleep converted 500,000 shares of Class A common stock into 500,000 shares
of
common stock.
On
February 15, 2006 the Board of Directors of the Company authorized and approved
a Certificate of Amendment to amend the Company’s Certificate of Incorporation
to increase the number of shares of common stock the Company was authorized
to
issue from 45,000,000 shares to 100,000,000 shares. The board also voted to
allow the holders of Class A common stock to convert their shares to common
stock as soon as the Certificate of Amendment was filed and effective. As of
February 28, 2006, there were 59,464,742 shares of common stock (including
Class
A common stock) of the Company issued and outstanding. On
April5, 2006, shareholders of SmartMetric voted to amend SmartMetric’s Certificate of
Incorporation to increase the company’s authorized capital from 45,000,000
shares of common stock to 100,000,000. The Certificate of Amendment was declared
effective on May 25, 2006. All holders of Class A common stock converted their
Class A common stock to an equal number of shares of undesignated common stock
during 2006.
7
Compliance
with Section 16(a) of the Exchange Act
All
of
the officers, directors and/or beneficial owners of 10% or more of SmartMetric’s
have filed on a timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934 during prior fiscal years.
Principal
Stockholders and Security Ownership of Management
The
following table sets forth certain information known to SmartMetric with respect
to beneficial ownership of SmartMetric common stock as of December 31, 2006,
beneficially owned by each person who beneficially owns more than 5% of the
outstanding shares of our common stock; each of our officers and directors;
and
all of our officers and directors as a group.
Each
shareholder has sole voting and investment power with respect to his/her
shares.
(2)
Based
on 60,246,220 shares outstanding.
(3)
All
of Mr. Hendrick’s shares are held by Applied Cryptology, Inc., a Nevada
corporation owned and controlled by Mr. Hendrick.
(4)
Includes
500,000 shares owned by Trinity Trust. Mr. Sleep is trustee of the
Trinity
Trust.
STOCKHOLDERS’
PROPOSALS AND NOMINATIONS
Any
stockholder who desires to present proposals to the next annual meeting and
to
have such proposals set forth in the information statement mailed in conjunction
with such annual meeting must submit such proposals to the Company not later
than December 1, 2007. All stockholder proposals must comply with Rule 14a-8
promulgated by the Securities and Exchange Commission.
8
In
addition, the Company’s policy on stockholder nominations for director
candidates requires that to be considered for next year’s slate of directors any
stockholder nominations for director must be received by Colin Hendrick, the
CEO
of the Company, at the Company no later than December 1, 2007. The Nominating
Committee will evaluate any proposed nominees using similar criteria as used
for
other nominees and will consider such nominees in comparison to all other
nominees. The Nominating Committee has no obligation to nominate any such person
for election.
Stockholders
may write to Colin Hendrick, the CEO of the Company, at the Company’s principal
executive office, 9553 Harding Avenue, Suite 303, Surfside, Florida33154,
to
deliver the stockholder proposals and stockholder nominations discussed
above.
The
principal stockholders will vote “FOR” each proposal listed
below.
PROPOSAL
ONE.
ELECTION
OF DIRECTORS
Three
Directors are to be elected at the meeting for a one-year terms ending at the
2008 Annual Meeting. The Board of Directors for election at this Annual Meeting
has nominated Colin Hendrick, Joseph Katzman and Elizabeth Ryba. Colin Hendrick,
Joseph Katzman and Elizabeth Ryba are presently directors of the Company.
PROPOSAL
TWO.
APPROVAL
OF MICHAEL T. STUDER, CPA, P.C. AS INDEPENDENT AUDITOR
The
shareholders are requested to approve Michael T. Studer CPA, P.C. as
SmartMetric’s independent accountant for the fiscal year ending June 30,2007.
THE
COMPANY IS NOT SOLICITING PROXIES
VOTING
PROCEDURES
Tabulation
of Votes: Joel Schonfeld, Esq., will tabulate votes cast in person at the
meeting.
Effect
of
an Abstention and Broker Non-Votes: A shareholder who abstains from voting
on
any or all proposals will be included in the number of shareholders present
at
the meeting for the purpose of determining the presence of a quorum. Abstentions
and broker non-votes will not be counted either in favor of or against the
election of nominees or other proposals.
INDEPENDENT
PUBLIC ACCOUNTANT
Michael
T. Studer CPA, P.C. has served as SmartMetric’s independent public auditor since
its inception on December 18, 2002. Members of Michael T. Studer CPA, P.C.
will
be available via telephone conference call during SmartMetric’s annual meeting
and will have an opportunity to speak and will be available to respond to
questions.
Audit
Fees
The
aggregate fees billed relating to years ended June 30, 2005 and 2006 for audit
and review services rendered by the principal accountant were $8,000 and
$19,500, respectively.
9
Audit
Related Fees
The
aggregate fees billed relating to years ended June 30, 2005 and 2006 for
assurance and related services rendered by the principal accountant that are
reasonably related to the performance of audits or reviews of SmartMetric’s
financial statements other than those disclosed under “Audit Fees” were $0 and
$0 respectively.
Tax
Fees
Relating
to years ended June 30, 2005 and 2006 for professional services rendered by
the
principal accountant for tax compliance, tax advice and tax planning were $0
and
$0, respectively.
OTHER
MATTERS
The
Board
of Directors does not intend to bring any other business before the meeting,
and
so far as is known to the Board, no matters are to be brought before the meeting
except as specified in the notice of the meeting. In addition to the scheduled
items of business, the meeting may consider shareholder proposals and matters
relating to the conduct of the meeting.
A
COPY OF THE COMPANY’S FORM 10-KSB FOR THE PERIOD ENDING JUNE 30, 2006 IS
ATTACHED AND INCORPORATED INTO THIS PROXY STATEMENT. IF THERE ARE ANY REQUESTS
FOR ANY OTHER DOCUMENTS, PLEASE CONTACT:
