CARMINA TECHNOLOGIES, INC.
SUITE 810, 540 - 5TH AVENUE, SW
CALGARY, AB T2P 0M2
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SUCURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
Calgary Alberta
May 27, 2004
This information statement has been mailed on or about May 27, 2004 to the
stockholders of record on May 17, 2004 (the "Record Date") of Carmina
Technologies, Inc., a Utah corporation (the "Company") in connection with
certain actions to be taken by the written consent by the majority stockholders
of the Company, dated as of May 18, 2004. The actions to be taken pursuant to
the written consent shall be taken on or about May 27, 2004, 20 days after the
mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By order of the Board of Directors,
/s/ Reginald Hall
Reginald Hall
Chairman of the Board
NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE
STOCKHOLDERS, DATED MAY 18, 2004
To Our Stockholders:
Notice is hereby GIVEN that the following action will be taken pursuant to
the written consent of a majority of stockholders dated May 18, 2004, in lieu of
a special meeting of the stockholders. Such action will be taken on or about
May 27, 2004;
1. The Company's Articles of Incorporation, as restated, will be amended as
follows:
(a) To increase the numbers of authorized shares of no par value stock, (the
"Common Stock), of the company from 40,000,000 to 100,000,000 shares, resulting
in the number of shares of all classes of capital stock which the Company shall
have the authority to issue shall be set at 110,000,000 shares consisting of
10,000,000 shares of no par value preferred stock and 100,000,000 shares of no
par value common stock; and,
(b) To reverse split the 25,056,000 issued shares of no par value common
stock of the Company on a 1for 200 basis (with a minimum of 2,000 post-split
shares for stockholders currently owning 2,000 or more shares and no split for
stockholders currently owning fewer than 2,000 shares),
2. To change the name of the Company to Advanced Integrated Management
Services, Inc.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the record Date, the Company's authorized capitalization consisted of
10,000,000 shares of Preferred Stock of which none were issued and 40,000,000
shares of Common Stock, of which 25,056,000 shares were issued and outstanding.
Holders of Common Stock of the Company have no preemptive rights to acquire or
subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders. However, because stockholders holding 62% of the
voting rights of all outstanding shares of capital stock as of May 18, 2004 have
voted in favor of the foregoing proposals by resolution dated May 18, 2004; and
having sufficient voting power to approve such proposals through their ownership
of capital stock, no other stockholder consents will be solicited in connection
with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information statement has been mailed to the
stockholders. The company anticipates that the actions contemplated herein will
be effected on or about the close of business on May 27, 2004.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 16-10a-704 of the Utah Revised Business Corporation Act.
AMENDMENT TO THE ARTICLES OF INCORPORATION
On May 18, 2004, the majority stockholders of the Company approved an
amendment to the Company's Articles of Incorporation, as restated, to increase
the number of authorized shares of Common Stock from 40,000,000 to 100,000,000.
The Company currently has authorized capital stock of 10,000,000 no par value
shares of preferred stock (none issued) and 40,000,000 no par value shares of
common stock of which 25,056,000 are issued and outstanding as of the Record
Date. The resulting increase in authorized capital will allow the Company to
proceed with the acquisition of Advanced Integrated Management Services, Inc.
(AIMSI) as proposed by Letter of Intent signed with the owner on April 28, 2004
and will provide the Company greater flexibility with respect to the Company's
capital structure for such purposes as additional equity financing, and stock
based acquisitions.
INCREASE IN AUTHORIZED COMMON STOCK
The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders; percentage ownership interest in the
total outstanding shares of common Stock. This amendment and the creation of
additional shares of authorized Common Stock will reduce the number of issued
shares from 25,056,000 shares to approximately 260,000 shares. The relative
rights and limitations of the shares of Common Stock will remain unchanged under
this amendment.
As of the Record Date, a total of 25,056,000 shares of the Company's
currently authorized 40,000,000 shares of Common stock are issued and
outstanding. The increase in the number of authorized but unissued shares of
Common Stock would enable the Company, without further stockholder approval, to
issue shares from time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this proposal is not being
presented with the intent that it be utilized as a type of anti-takeover device.
Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which are proposed to be authorized:
The acquisition of AIMSI will be paid for by the issuance of 8,640,000
restricted common shares of which 4,800,000 will be escrowed and returned to
treasury for cancellation if the market price of the Company's common shares
exceeds $5.00 per Share within one year at closing.
The agreement with the owner of AIMSI also calls for the issuance of
1,800,000 common shares for conversion of notes totaling $60,000 held by a major
shareholder of the company and two affiliates. 1,200,000 of the notes will be
escrowed and returned to treasury for cancellation if the market price of the
Company's common shares exceeds $5.00 per share within one year of closing.
ELECTION OF DIRECTORS
The Board is responsible for supervision of the overall affairs of the Company.
In fiscal 2003, the Board's business was conducted at five meetings of the board
of directors. The Board now consists of three directors. The term of each
director continues until the next annual meeting or until successors are
elected. The directors are:
o Reginald Hall, Chairman of the Board and Director
o Roland Edison, Director
o Joe Armstrong
EXECUTIVE COMPENSATION
Directors are elected at each meeting of stockholders and hold office until
the next annual meeting of stockholders and the election and qualifications of
their successors. Executive officers are elected by and serve at the discretion
of the board of directors.
Our executive officers and directors are as follow:
Name and Position Held Age
---
John M. Alston (3) 76
President and Director of the Company since 1999; CEO since 2000;
Chairman from 2000 to 2002; prior to Chairman and Chief Executive
Officer of Rhonda Corporation
Glen R. Alston (3) 47
Treasurer and Chief Financial Officer of the Company since 2000;
Director from 2000 to 2002; President, Secretary Treasurer and Chief
Operating Officer of Rhonda Corporation November 1998 to present;
Corporate Secretary of Rhonda Corporation 1995 to 1998
Robert d'Artois 58
Vice-President of the Company since 2000; Director of the Company
since 2000; prior thereto self-employed marketing consultant
Bernard Benning (4) 66
Director of the Company since 2001; VP Corporate Development,
Bow Valley College; Director of Rhonda Corporation
Reginald Hall (4) 45
Founder and President/CEO of Advanced Integrated Management
Services, Inc. since 1999.
Appointed Chairman and Director of the Company in 2004
Therese Johnson 36
Corporate Secretary of the Company since 2002; prior thereto self-
employed accounting consultant
Thomas W. Whittingham (4) 75
Director of the Company since 2001; retired, formerly Vice President,
West Coast Petroleum; Director of Rhonda Corporation
(1) Except as otherwise indicated, there has been no change in principal
occupation or employment during the past five years.
(2) In no case was voting or investment power shared with others.
(3) Glen R. Alston is the son of John M. Alston.
(4) Member of Audit Committee, Compensation Committee and Nominating
Committee.
President & Chief Executive Officer:
---------------------------------------
John M. Alston resides in Calgary, Alberta, Canada. Mr. Alston is a
graduate of the University of N.B. with a B.Sc. in Arts. He is a Professional
Geologist registered with the Association of Professional Engineers, Geologists,
and Geophysicists of Alberta (since 1966). Since 1971, Mr. Alston has been the
CEO of Hanson Corporation (formerly Savanna Resources Ltd.) and since 1992, Mr.
Alston was instrumental in incorporating three junior capital pool companies
which subsequently completed reverse takeovers of two manufacturing companies
and one high tech private network service provider, all of which are listed on
the TSX Venture Exchange. In 1999 Mr. Alston oversaw the creation of Rhonda
Networks Inc. (now Carmina Canada Inc.) as an affiliate of Rhonda Corporation to
engage in the development and marketing of a server appliance conceived by Mr.
Stephen Kohalmi. Mr. Alston is a director of Rhonda Corporation and Hansa
Corporation public companies listed on the TSX Venture Exchange.
Chief Financial Officer:
-------------------------
Glen R. Alston resides in Calgary, Alberta, Canada. Mr. Alston is the son
of John M. Alston. Upon graduating from the University of Calgary with a
Bachelor of Commerce degree, Mr. Alston work with a major accounting firm. From
1991 to 1993 Mr. Alston was Chief Financial Officer for a Calgary based
financial services firm and was instrumental in establishing their securities
office in Calgary. Since 1993, Mr. Alston has been a director and officer of
Rhonda Corporation, taking over as President and CFO in 1998. In 1999 with the
incorporation of Rhonda Networks Inc., (now Carmina Canada Inc.) as an affiliate
of Rhonda Corporation, Mr. Alston was appointed CFO of Carmina, working on its
business development and financing.
Vice-President:
--------------
Robert d'Artois resides in Calgary, Alberta, Canada. In his capacity as
financial consultant to Rhonda Corporation and Hansa Corporation, Mr. d'Artois
has assisted the companies in raising capital. Mr. d'Artois is Vice President
of communications of Carmina. Mr. d'Artois' background includes many years as
Owner/President of a Sales and Marketing consultancy to the broadcast and
publishing industry in Canada and the United States, and attendance at St.
Lawrence College in Quebec City.
Corporate Secretary:
--------------------
Therese Johnson, CMA, resides in Okotoks, Alberta, Canada. Ms. Johnson is
a Certified Management Accountant and member of the Society of Management
Accountants of Alberta. Ms. Johnson is the accountant for Carmina and Rhonda
Corporation and recently was appointed Corporate Secretary of Carmina.
SUMMARY COMPENSATION TABLE:
The following table sets forth for the fiscal year indicated the compensation
paid by our company to our Chief Executive Officer and other executive officers
with annual compensation exceeding $100,000:
Compensation Long-Term compensation
----------- -----------------------
Name and Annual
Principal Position Fiscal Year Salary Bonus Awards Underlying options/SARs (#)
-----------------------------------------------------------------------------------------
John M. Alston
President and 2003 $0 $0 $0
Chief Executive Officer 2002 $0 $0 $0
Robert d'Artois 2003 $0 $0 $104,000
Vice President 2002 $0 $0 $0
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
During the fiscal year ended December 31, 2003, based upon an examination
of the public filings, all of our company's officers and directors timely filed
reports on Forms 3, 4, and 5.
DIRECTORS' COMPENSATION
All directors are reimbursed for their reasonable expenses incurred in
attending meetings of the board of directors and its committees. Directors
receive no additional compensation for service as members of the board of
directors or committees.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to executive officers named in the Summary
Compensation Table during the fiscal year ended December 31, 2003.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table summarizes options exercises during 2003. No
unexercised options were held by the named executives at fiscal year-end:
Shares Acquired on Exercise Valued Realized
Name (#) ($)
--------------- ---------------------------- ----------------
John M. Alston 40,000 58,000 (1)
--------------- ---------------------------- ----------------
Glen R. Alston 40,000 52,000 (2)
--------------- ---------------------------- ----------------
Robert d'Artois 80,000 104,000 (2)
--------------- ---------------------------- ----------------
(1) The options were exercised on February 28, 2003.
(2) The options were exercised March 3, 2003
STOCK OPTION PLAN
On September 16, 2003, the board of directors adopted the 2003 Stock Option
Compensation Plan. The Company reserved 4,000,000 shares of common shares of
common stock for issuance upon grant of stock or exercise of options granted
from time to time under the 2003 plan. The 2003 stock compensation plan is
intended to assist us in securing and retaining key employees, directors and
consultants by allowing them to participate in our ownership and growth through
the grant of stock and stock options.
Under the stock compensation plan, the Company may grant stock and stock
options only to employees and consultants. The 2003 stock compensation plan is
administered directly by our board of directors.
Subject to the provisions of the stock compensation plan, the board will
determine who shall receive stock or stock options, the number of shares of
common stock that may be granted or purchased under the options, the time and
manner of exercise of options and exercise prices.
By May 26, 2004 all stock options granted under the 2003 Stock Option plan
will have expired or been terminated.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGMENT
The following table sets forth, as of May 16, 2004, the number of and
percent of the Company's common stock beneficially owned by:
o all directors and nominees, naming them,
o our executive officers,
o our directors and executive officers as a group, without naming them, and
The Company believes that all persons named in the table have sole voting
and investment power with respect to all shares of common stock beneficially
owned by them.
A person is deemed to be the beneficial owner of securities that can be
acquired by him within 60 days from May 16, 2004 upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that option, warrants or convertible
securities that are held by him, but not those held by any other person, and
which are exercisable within 60 days of May 16, 2004 have been exercised and
converted.
Number of Shares Percentage of Shares
Name and Address of Beneficial Owner Beneficially Owned Beneficially Owned (1)
------------------------------------ ------------------ ----------------------
John M. Alston 0 0
23 Cambridge Place NW
Calgary, AB T2K 1P8
Glen R. Alston 385,500 1.5
604 MacEwan Drive NW
Calgary, AB T3K 3J9
Richard Day 410,000 1.6
342 E 900 S
Salt Lake City, UT 8411
Robert d'Artois 604,800 2.4
Suite 2201, 400 Eau Claire Avenue
Calgary, AB T2P 4X2
Bernard Benning 0 0
332, 6th Ave SE
Calgary, AB T2G 4S6
Thomas W. Whittingham 0 0
164 3335- 42nd St. NW
Calgary, AB T3A 2Y2
Rhonda Corporation 9,000,000 35.9
Suite 810, 540 - 5th Avenue, SW
Calgary, AB T2P 0M2
Stephen Kohalmi 4,187,000 16.7
19 Cavalier Crescent
Thornhill, ON L4J 1K4
Dorian Trust 5,948,000 21.9
PH #4, 865- West 15th Ave
Vancouver, BC V5Z 1R8
All directors and executive officers 1,400,300 5.6
As a group (7) persons
(1) Based on 25,056,000 shares of common stock currently outstanding.
CERTAIN RELATIONSHIPS AND RELATED AND TRANSACTIONS.
During fiscal year 2003, the Company borrowed $966,883.92 from officers and
stockholders. Such loans and the terms of such loans are as follows:
Lender Amount Loan Date Interest Rate Maturity Date
------------------ ----------- --------- ------------- -------------
Rhonda Corporation $398,057.90 01/01/03 5% 12/31/03
Waltraud Alston $ 7,113.30 01/01/03 5% 12/31/03
Rhonda Corporation $ 43,745.95 01/31/03 5% 01/31/04
Rhonda Corporation $ 17,753.24 02/28/03 5% 02/28/04
Glen Alston $ 18,711.98 02/28/03 5% 02/28/04
Rhonda Corporation $ 15,261.86 03/31/03 5% 03/31/04
Waltraud Alston $ 18,983.05 03/31/03 5% 03/31/04
Rhonda Corporation $ 37,292.95 04/30/03 5% 04/30/04
Waltraud Alston $ 39,837.21 04/30/03 5% 04/30/04
Rhonda Corporation $ 26,477.98 05/31/03 5% 05/31/04
Waltraud Alston $ 5,871.24 05/31/03 5% 05/31/04
Rhonda Corporation $ 80,288.15 06/30/03 5% 06/30/04
Rhonda Corporation $ 32,233.59 07/31/03 5% 07/31/04
Rhonda Corporation $ 60,075.93 08/31/03 5% 08/31/04
Rhonda Corporation $ 60,122.44 09/30/03 5% 09/30/04
Rhonda Corporation $ 29,180.53 10/31/03 5% 10/31/04
Waltraud Alston $ 7,366.78 10/31/03 5% 10/31/04
Rhonda Corporation $ 17,656.02 11/30/03 5% 11/30/04
Waltraud Alston $ 1,117.88 11/30/03 5% 11/30/04
Rhonda Corporation $ 49,469.36 12/31/03 5% 12/31/04
Waltraud Alston $ 266.58 12/31/03 5% 12/31/04
------------------ ----------- --------- ------------- -------------
Total Notes Payable $966,883.92
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2002 and quarterly reports on Form 10-QSB for the quarters March
31, 2003, June 30, 2003 and September 30, 2003, mailed previously to
shareholders, are incorporated by reference into this Information Statement and
are available on the Company's website: www.carminatech.com and the SEC Edgar
-------------------
files. The Company will furnish a copy of these documents or of any exhibit
thereto or other information upon request by a stockholder to the Company at:
810, 540 - 5th Avenue SW, Calgary, AB T2P 0M2, (1-800-793-8370).