UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
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
INTERCALLNET, INC.
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(Name of Registrant as Specified In Its Chapter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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This information Statement is being provided for information purposes
only. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and mailed on or about October 26, 2001 to the
holders of record on October 19, 2001 (the "Record Date") of shares of common
stock, $.0001 par value per share (the "Common Stock"), of Intercallnet, Inc., a
Florida corporation (the "Company"). This Information Statement is being
furnished pursuant to Section 14(c) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), in connection with the following actions(the
"Actions"):
(i) the election of Messrs. Scott Gershon, George Pacinelli and
Paul Cifaldi as Directors of the Company to serve until the
next annual meeting of shareholders or until their respective
successors are duly elected and qualified;
(ii) to ratify the appointment of Ahearn, Jasco + Company, P.A., as
the independent public accountants of the Company for the
fiscal year ending June 30, 2002.
VOTING SECURITIES
As of the Record Date, there were issued and outstanding 12,180,735
shares of Common Stock of the Company. Each share of Common Stock entitles its
holder to one vote.
The record and beneficial owners as of the Record Date of 6,264,542
shares of Common Stock, constituting approximately 51.4% of the aggregate number
of issued and outstanding shares of Common Stock, have provided the Company with
a written consent approving and authorizing each of the above listed Actions
(the "Written Consent"). The Company anticipates that such Actions will become
effective on or about November 15, 2001.
CHANGE IN CONTROL
On December 21, 2000, the Company's predecessor, Never Miss A Call,
Inc. ("NMC")entered into a Plan of Reorganization and Merger Agreement ("Merger
Agreement") with NMC Acquisition Corp., a Florida corporation and wholly-owned
subsidiary of NMC ("NMC Acquisition"), and Inter-Call-Net Teleservices, Inc., a
Florida corporation ("ICN"). Pursuant to the terms of the Merger Agreement, the
closing of which occurred on January 26, 2001, NMC Acquisition merged with and
into ICN, the issued and outstanding securities of ICN were canceled, NMC issued
4.375 shares (1.25 pre-split shares) of its common stock for every one share of
ICN common stock issued and outstanding to the former shareholders of ICN, and
formerly outstanding ICN warrants became warrants to purchase shares of NMC's
common stock on the same conversion basis. The former shareholders of ICN then
own approximately 79.5% of the issued and outstanding shares of common stock of
NMC (excluding shares of NMC's common stock underlying warrants). The two
persons who were the directors of NMC pre-merger agreed, pursuant to a written
consent of directors, to cancel an aggregate of 3,500,000 shares (1,000,000
pre-split shares) held by them effective as of the closing of the
above-described merger. As a result, the number of shares of the Company's
common stock issued and outstanding post-closing was 11,938,104. In connection
with the merger, the officers and directors of ICN became the officers and
directors of the Company.
While NMC was the legal surviving entity, for accounting purposes, the
merger between NMC and ICN was treated as a purchase business acquisition of NMC
by ICN (commonly called a reverse acquisition) and a recapitalization of ICN.
ICN was the acquirer for accounting and financial reporting purposes because the
former stockholders of ICN received the larger portion of the common stockholder
interests and voting rights in the combined enterprise when compared to the
common stockholder interests and voting rights retained by the pre-merger
stockholders of NMC. As a result of this accounting treatment, ICN was
recapitalized for accounting and financial reporting purposes to reflect the
authorized stock of the legal surviving entity. Because ICN was the acquirer for
accounting purposes under APB Opinion No. 16, NMC's December 31st fiscal year
end changed to ICN's fiscal year end, June 30th.
On April 19, 2001, NMC effected a reincorporation from Nevada to
Florida (the "Reincorporation"). Such Reincorporation was accomplished by
merging NMC with and into a newly-formed, wholly-owned Florida subsidiary,
Intercallnet, Inc. ("ICN") pursuant to a Plan and Agreement of Merger, a copy of
which was filed as Exhibit A to a definitive information statement filed with
the U.S. Securities and Exchange Commission on March 14, 2001. Simultaneous,
with such Reincorporation, the Company's name was changed to Intercallnet, Inc.
(OTCBB symbol: ICLN).
FIRST ACTION
ELECTION OF DIRECTORS
The Company's Bylaws provides that the Company's Board of Directors
shall at all times consist of not less than one nor more than nine persons as
the Board shall determine and each Director shall hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal. The current Board of Directors consists of three directors.
The holders of a majority of the Company's issued and outstanding
Common Stock (approximately 51.4%) have executed and delivered to the Company a
written consent dated October 19, 2001, electing Scott Gershon, George Pacinelli
and Paul Cifaldi to serve as directors of the Company until the next annual
meeting of shareholders or until their respective successors are duly elected
and qualified. For information about Messrs. Gershon, Pacinelli and Cifaldi, see
biographies set forth under "Directors and Executive Officers" below.
SECOND ACTION
RATIFICATION OF THE APPOINTMENT OF
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT
The holders of a majority of the Company's issued and outstanding
Common Stock (approximately 51.4%) executed and delivered to the Company a
written consent dated October 19, 2001, ratifying the appointment of Ahearn,
Jasco + Company, P.A., as independent public accountants of the Company for the
fiscal year ending June 30, 2002.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors did not hold any formal meetings
during the fiscal year ended June 30, 2001, however, they met informally on
numerous occasions and otherwise acted by written consent. During the fiscal
year, none of the directors attended fewer than 75% of the aggregate of all
meetings of the Board of Directors. Our Board of Directors has not established
any committees.
COMPENSATION OF DIRECTORS
All of our directors are entitled to be reimbursed for reasonable
expenses incurred by them in connection with their attendance at board and
committee meetings. No remuneration of any nature has been paid for or on
account of services rendered by a Director in such capacity to date.
INDEPENDENT PUBLIC ACCOUNTANTS
Ahearn, Jasco + Company, P.A. has served as the Company's independent
auditors since July 12, 2000.
AUDIT FEES
The aggregate fees for professional services rendered for the audit of
the annual financial statements for the fiscal year ended June 30, 2001, and the
review of the financial statements included in quarterly financial statements
filed on Form 10-QSB for the fiscal year ended June 30, 2001 were $48,435.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No fees were billed by Ahearn, Jasco + Company, P.A. for financial
information systems design and implementation services and no such services were
provided.
ALL OTHER FEES
In addition to the fees discussed in the two immediately preceding
paragraphs, Ahearn, Jasco + Company, P.A. also provided merger assistance, tax
preparation and accounting research assistance and billed the Company an
aggregate of $6,555 in fees for such services for the fiscal year ended June 30,
2001.
Ahearn, Jasco + Company, P.A. also provided services to NMC,
pre-merger, in connection with its calendar year 2000 audit, Form 10-KSB
preparation and tax preparation and billed NMC an aggregate of $7,300 in fees
for such services.
The Company's Board of Directors has considered and believes the
provision of services described in the two immediately preceding paragraphs to
be compatible with maintaining Ahearn, Jasco + Company, P.A.'s independence.
DIRECTORS AND EXECUTIVE OFFICERS
The current officers and directors of the Company and further
information concerning them are as follows:
Name Age Position
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Scott Gershon 45 Chief Executive Officer, Secretary,
Treasurer, Chairman of the Board,
and Director
George Pacinelli 43 President, Director
Paul Cifaldi 59 Director
Stephanie Brady 32 Chief Financial Officer
There are no family relationships between any director and/or any
executive officers of the Company.
Scott R. Gershon, founder of ICN, has been the Registrant's Chief
Executive Officer and Chairman of the Board of Directors since consummation of
the Merger Agreement. He has extensive experience in the telecommunications
business arena primarily in the pay per call segment. Mr. Gershon was a limited
partner in Joyride Partnership, a direct marketing company and call center
operation located in Miami, Florida. In that position, Mr. Gershon participated
in the production of television commercials and print advertising. Mr. Gershon
was also retained as a consultant to Inphomation Communications Inc., a direct
marketing company located in Baltimore, Maryland, involved in the production of
television infomercials where he provided creative and management services.
Prior to and concurrent with these activities, Mr. Gershon was a principal in
the Gershon Group, a highly successful interior design firm located in Miami and
New York.
George A. Pacinelli, the Company's President since May 2001
and a director since June 2001, is a longtime executive in the voice and data
communications technology sector with over 20 years of experience. He was
previously associated with the Company as a consultant since July 2000. He has
served in senior management positions with companies such as Claricom, Executone
and Contel, where he distinguished himself in the areas of business development
and management where he received numerous awards and recognition for outstanding
achievements in both sales and management. Most recently, he founded eTC, Inc -
a telecommunications consulting firm based in Florida that specializes in
voice/data networking, cellular/wireless technologies, and Internet access. Mr.
Pacinelli is a graduate from the University of Florida with a degree in Business
Administration and Marketing.
Paul A. Cifaldi has been a director since the consummation of the
Merger Agreement and was the Company's Chief Operating Officer from such time
through October 8, 2001, at which time he voluntarily resigned from such
position. Mr. Cifaldi has over 30 years of systems experience from PCs to main
frames. Mr. Cifaldi was involved as a consultant to management in the
commencement and operation of call centers in Melbourne and Fort Lauderdale,
Florida dealing with mortgage applications, surveys and database management
enhancement. His systems career started in banking with Chemical Bank in 1963.
He worked at Honeywell Inc. from 1966 to 1971. Mr. Cifaldi while employed at
Datatron was a pioneer in the service bureau business and database technology
from approximately 1968 to 1970, servicing magazine publishers with an aggregate
of upwards of 30 million subscribers. He next ran the Data Center for the Board
of Cooperative Education Services, an educational service bureau, from
approximately 1970 to 1975 providing service to 30 school districts on Long
Island, New York. From there, Mr. Cifaldi was recruited by Avon Corporation in
1976 to become Vice President of Information Systems. In this capacity he ran
his first call center and was a pioneer in database technology for cataloging
operations.
Stephanie L. Brady, the Company's Chief Financial Officer since June
2001, has over ten years experience working in the financial arena and is a
Certified Public Accountant from New York State. She has served in positions of
Director of Financial Reporting and Controller for NYSE and NASDAQ companies as
well as Assistant Controller for Bell Canada International. Prior to working
with publicly traded companies, Ms. Brady spent over five years with Deloitte &
Touche in New York City and Washington, D.C. and Pricewaterhouse Coopers in
Florida. Ms. Brady earned her Bachelors degree in Accounting from Baruch
College, City University of New York, New York City.
Cal Woodruff was the President, CEO and Director of NMC from NMC's
inception through the consummation of the Merger Agreement. Since 1996, Mr.
Woodruff had also been the Coordinator of DERA Voice Mail Service and DTE
Residents Association in Vancouver, B.C., Canada, where he created a low-cost
voice mail system for individuals without telephones from the ground up. From
1997 to 1999, Mr. Woodruff was a Computer Trainer for Neil Squire Foundation in
Burnaby, B.C., Canada where he trained mentally and physically disabled people
on various aspects of computer usage. In 1997, he was also a Contract Programmer
for Norstat International of Surrey, B.C., Canada, where he developed custom
file comparison programs in Canada for Intel format binary files.
Robert Gelfand was the Executive Vice President, Secretary, Treasurer
and a Director of NMC from NMC's inception through the consummation of the
Merger Agreement. From July 1996 through January 26, 2001, Mr. Gelfand was also
an owner of Star Asia Capital Group Co. LTD., a venture capital company located
in Bangkok. From September 1997 to June 1998, Mr. Gelfand was an officer,
director and principal shareholder of Golf Innovations Corp., a publicly traded
Nevada corporation engaged in the business of marketing and distributing
golf-related products. From August 1998 to April 1999, Mr. Gelfand was an
officer, director and principal shareholder of Pac-Rim Consulting Inc., a
publicly traded Nevada corporation engaged in the business of real estate
consulting. From August 1997 to January 1999, he was an officer, director and
principal shareholder of Meximed Industries, Inc., a publicly traded Nevada
Corporation engaged in the business of distributing medical products. From
January 1995 to June 1996, he was a self-employed financial consultant.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended June 30,
2001 and 2000 certain information regarding the compensation earned by the
Company's Chief Executive Officer and each of the Company's most highly
compensated executive officers whose individual aggregate annual salary and
bonus for the fiscal year ended 2001 exceeds $100,000, with respect to services
rendered by such persons to the Company and its subsidiaries.
No executive officer or director prior to the consummation of the
Merger Agreement received any cash remuneration since the inception of NMC and
no remuneration of any nature had been paid for on account of services rendered
by a director in such capacity.
Annual Compensation Long-Term Compensation (1)
Restricted
Name and Other (2) Stock Underlying Other
Principal Position Year Salary Bonus Compensation Awards Options Compensation
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Scott R. Gershon,CEO 2001 $240,500 $10,000 -0- -0- -0- none
Chairman of the Board 2000 -0- $16,000 $40,000 -0- -0- none
George A. Pacinelli, 2001 $156,000 $20,000 $54,000 -0- 300,000 none
President and Director 2000 -0- -0- -0- -0- -0- none
(1) The Company has not entered into any Long-Term Incentive Plan Awards since
inception.
(2) Represents fees paid on a consulting basis prior to becoming an employee.
STOCK OPTION GRANTS
The following table contains information concerning stock option grants
to each of the named executive officers for the fiscal year ended June 30, 2001.
There were no stock option grants during the fiscal year ended June 30, 2000.
During the fiscal year ended June 30, 2001, there were no stock options
exercised by such persons. No stock appreciation rights were granted to these
individuals during the fiscal years ended June 30, 2001 and June 30, 2000.
No. of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price per Expiration
Name Granted Fiscal Year (1) Share (2) Date
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S. Gershon - 0 - 0.0% n/a n/a
G. Pacinelli 300,000 (3) 49.2% $0.05 (4)
S. Brady 100,000 16.4% $0.50 (4)
(1) Percentages are based upon the total number of options of the Company's
common stock granted during the fiscal year ended June 30, 2001.
(2) Exercise price to be paid in cash.
(3) The shares underlying the options have piggy-back registration rights if
the Company proposes to register any of its securities under the
Securities Act of 1993, as amended, for sale to the public.
(4) The options are exercisable in whole or in part at any time until the
earlier to occur of: (i) the exercise of all options, and (ii) the
expiration of ten years from the date of grant.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) each of the Registrant's officers
and directors, (ii) each person who is known by the Registrant's to own
beneficially more than 5% of the outstanding shares of Common Stock, and (iii)
all of the Registrant's officers and directors as a group:
Amount and
Title of Name and Address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class(1)
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Common Scott R. Gershon (2) 3,062,500 25.1%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, FL 33309
Common George A. Pacinelli (3) 300,000 (3) 2.4%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, FL 33309
Common Paul A. Cifaldi (4) 218,750 1.8%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, FL 33309
Common Stephanie L. Brady (5) 100,000 (5) 0.8%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, FL 33309
Common Farrington Family Trust 1,137,500 (6) 9.0%
7902 40th Street, NW
Gig Harbor, WA 98335
Common Pedro Yenidjeian 870,733 7.1%
c/o Dubo Enterprises, Inc.
8000 Governors Square Blvd.
Suite 404
Miami Lakes, FL 33016
Common Officers and Directors 3,681,250 (7) 29.1%
as a group (4 people)
(1) All percentages are calculated based upon 12,180,735 shares issued and
outstanding.
(2) Mr. Gershon is Chief Executive Officer, Chairman of the Board of
Directors and a Director of the Company.
(3) Mr. Pacinelli is President and a Director of the Company. Represents
fully vested stock options with an exercise price of $0.05 per share
and an expiration period of 10 years from date of grant.
(4) Mr. Cifaldi is a Director of the Company.
(5) Ms. Brady is Chief Financial Officer of the Company. Represents fully
vested stock options with an exercise price of $0.50 per share and an
expiration period of 10 years from date of grant.
(6) Includes warrants to purchase 437,500 shares of Common Stock at an
exercise price of $0.57 per share exercisable for a period of three
years.
(7) See footnotes (1) through (5) above.
Rule 13d-3(d)(1)(i) under the Exchange Act, regarding the determination
of beneficial owners of securities, includes as beneficial owners of securities,
among others, any person who directly indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares voting power
and/or investment power with respect to such securities; and, any person who has
the right to acquire beneficial ownership of such security within sixty days
through a means, including, but not limited to, the exercise of any option,
warrant, right or conversion of a security. Any securities not outstanding that
are subject to such options, warrants, rights or conversion privileges shall be
deemed to be securities of the class owned by such person, but shall not be
deemed to be outstanding for the purpose of computing the percentage of the
class by any other person.
The Company has been advised that each of the persons listed above has
sole voting, investment, and dispositive power over the shares indicated above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended June 30, 2001 and the period ended June
30, 2000, the Company has not entered into a transaction with a value in excess
of $60,000 with a director, officer or beneficial owner of 5% or more of the
Company's common stock, except as follows:
On June 29, 2001 the Company's Board of Directors granted options to
Mr. Pacinelli and Ms. Brady for 300,000, and 100,000 shares of Common Stock,
respectively. Mr. Pacinelli's option has an exercise price of $0.05 per share,
and Ms. Brady's option has a purchase price of $0.50 per share. The options are
exercisable in whole or in part at any time until the earlier to occur of (i)
the exercise of all options and (ii) the expiration of ten years from the date
of grant. As of the date hereof, no options have been exercised.
Pursuant to an agreement dated February 16, 2001, the Company
repurchased 175,000 shares from a certain beneficial owner for a total of
$200,000 in cash. Such certain beneficial owner retained the warrants to
purchase additional common shares, which were originally issued with the
repurchased shares.
On October 1, 2001, the Company entered into employment agreements with
each of Mr. Gershon, Mr. Pacinelli and Ms. Brady, pursuant to which each of such
persons will receive annual cash compensation of approximately $208,000,
$182,000 and $118,000 respectively, subject to annual increases of 10%, as well
as the participation in a "bonus pool" equal to 10% of "earnings before income
taxes depreciation and amortization" (EBITDA) in excess of $1,425,000 and other
benefits customarily provided to senior management. The employment agreements
for Mr. Gershon and Mr. Pacinelli are for a term of five (5) years, renewable
for a period of two (2) years and Ms. Brady's employment agreement is for a term
of three (3) years, renewable for a period of one (1) year thereafter. It is
anticipated that the Company will shortly enter into a multi-year (not to exceed
three years) consulting agreement with Mr. Cifaldi.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act and the rules thereunder require the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the SEC and to furnish the
Company with copies. Based on its reviews of the copies of the Section 16(a)
forms received by it, or written representations from certain reporting persons,
the Company believes that, during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were timely complied with, except that the Farrington Family
Trust filed a Form 3 eight days after it was otherwise due to be filed and each
of Cal Woodruff and Robert Gelfand, the Company's former President/Chief
Executive Officer/Director and Executive Vice President/Director, respectively,
prior to consummation of the Merger Agreement, did not file a Form 3.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Scott Gershon
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Scott Gershon, Chief Executive Officer