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
MARINE JET TECHNOLOGY CORP.
(Exact name of registrant as specified in its corporate charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (IRS Employer Identification No.)
936A BEACHLAND BOULEVARD, SUITE 13
VERO BEACH, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
April 19, 2005
MARINE JET TECHNOLOGY CORP.
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
THIS INFORMATION STATEMENT IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND A PROXY TO THE COMPANY.
INTRODUCTION
This Information Statement is being furnished to stockholders of record
as of April 15, 2005 of the outstanding shares of common stock, par value $0.001
(the "Common Stock") of Marine Jet Technology Corp., a Nevada corporation
("Marine"), pursuant to Section 14(f) of the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 14f-1 promulgated thereunder, in connection with
the issuance of certain shares of Series A Convertible Preferred Stock pursuant
to an Exchange Agreement (the "Exchange Agreement") dated as of April 14, 2005,
by and among Marine, Antik Denim, LLC, a limited liability company organized
under the laws of the State of California ("Antik"), the members of Antik (the
"Antik Members"), and Keating Reverse Merger Fund, LLC, a Delaware limited
liability company ("KRM Fund").
The Exchange Agreement provides that Marine's current sole director and
officer, Kevin R. Keating, shall resign effective as of the Closing Date (as
defined in the Exchange Agreement) and that the newly-appointed directors of
Marine will consist of one member of Antik's current management, Paul Guez
(Antik's Manager and Chief Executive Officer), David Weiner, a director
designated by Mr. Guez, and one member to be designated by KRM Fund (the "KRM
Designate"). The initial KRM Designate will be the current director of Marine,
Kevin R. Keating, who will continue as a director of Marine following the
closing of the exchange transaction. Effective as of the Closing Date, Paul Guez
will become the Chief Executive Officer and President of Marine, Elizabeth Guez
will become Chief Operating Officer of Marine, and Patrick Chow will become
Chief Financial Officer of Marine. Marine will, to the extent permitted by
applicable law, secure the resignation of, or remove, Kevin R. Keating as the
President, Secretary and Treasurer of Marine so as to enable the above persons
to be appointed as officers in accordance with the Exchange Agreement. Kevin R.
Keating has indicated his intent to resign as an officer of Marine effective as
of the Closing Date.
This Information Statement is being furnished pursuant to Section 14(f)
of the Exchange Act, and Rule 14f-1 promulgated thereunder.
No action is required by the stockholders of Marine in connection with
this Information Statement. However, Section 14(f) of the Exchange Act of 1934
and Rule 14f-1 promulgated thereunder require the mailing to Marine's
stockholders of record of the information set forth in this Information
Statement at least 10 days prior to the date a change in a majority of Marine's
directors occurs (otherwise than at a meeting of Marine's stockholders).
1
Accordingly, the closing of the transactions contemplated under the Exchange
Agreement ("Closing") and the resulting change in a majority of Marine's
directors will not occur until at least 10 days following the mailing of this
Information Statement. This Information Statement will be first mailed to
Marine's stockholders of record on or about April 19, 2005.
PROPOSED CHANGE IN CONTROL TRANSACTION
On April 14, 2005, Marine entered into the Exchange Agreement with
Antik, the Antik Members, and KRM Fund. Under the Exchange Agreement, Marine
will, at Closing, acquire all of the outstanding membership interests of Antik
(the "Interests") from the Antik Members, and the Antik Members will contribute
all of their Interests to Marine. In exchange, Marine will issue to the Antik
Members 843,027 shares of Series A Convertible Preferred Stock, par value $0.001
per share, of Marine ("Preferred Shares"), which will be convertible into
708,984,875 shares of Marine's common stock ("Conversion Shares"). The issuance
of the Preferred Shares and, upon conversion, the shares of Marine common stock
underlying the Preferred Shares, to the Antik Members is intended to be exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to Section 4(2) thereof.
Following completion of the exchange transaction, Antik will become a
wholly-owned subsidiary of Marine.
Marine is presently authorized under its Certificate of Incorporation
to issue 45,000,000 shares of common stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, par value $0.001 per share. Of the
5,000,000 shares of preferred stock authorized, 850,000 shares will be
designated as Series A Convertible Preferred Stock pursuant to a certificate of
designations ("Certificate of Designations"), which will be approved by Marine's
board of directors, and filed with and accepted by, the Secretary of State of
the State of Nevada prior to the Closing. Currently, Marine has 28,122,570
shares of common stock issued and outstanding and no shares of preferred stock
issued and outstanding.
Under the terms of the Exchange Agreement, all of the outstanding
Interests will be exchanged for 843,027 Preferred Shares. Each Preferred Share
will be convertible into 841 shares of Marine's common stock (the "Conversion
Rate"). The Preferred Shares will immediately and automatically be converted
into shares of Marine's common stock (the "Mandatory Conversion") upon the
approval by a majority of Marine's stockholders (voting together on an
as-converted-to-common-stock basis), following the exchange transaction, of an
increase in the number of authorized shares of Marine's common stock from
45,000,000 to 75,000,000, and a 1 for 29 reverse stock split of Marine's
outstanding common stock ("Reverse Split").
The holders of Preferred Shares will be entitled to vote together with
the holders of the common stock, as a single class, upon all matters submitted
to holders of common stock for a vote. Each Preferred Share will carry a number
of votes equal to the number of shares of common stock issuable in the Mandatory
Conversion based on the then applicable Conversion Rate. As such, immediately
following the exchange transaction, the Antik Members will own 95.8% of the
total combined voting power of all classes of Marine stock entitled to vote.
2
Upon Mandatory Conversion of the Preferred Shares, and subject to an
adjustment of the Conversion Rate as a result of the Reverse Split, the Antik
Members will, in the aggregate, receive approximately 24,447,783 shares of
Marine's common stock, representing 95.80% of the outstanding shares of Marine's
common stock immediately following the Mandatory Conversion. The existing
stockholders of Marine will, following the Mandatory Conversion and Reverse
Split, own approximately 969,745 shares of Marine's common stock, representing
3.8% of the outstanding shares of common stock. Following the Closing, Marine
will also issue a finder approximately 102,079 shares of common stock on a
post-Reverse Split basis, representing 0.4% of the outstanding shares of common
stock.
Accordingly, if the exchange transaction closed, and the Mandatory
Conversion and the Reverse Split occurred, as of the date of this Information
Statement, Marine's currently issued and outstanding common stock (currently
28,122,570 shares) would be converted into 969,745 shares of common stock and
would represent 3.8% of Marine's total common stock issued and outstanding.
In connection with the Reverse Split, Marine's board of directors may,
in its discretion, provide special treatment to certain Marine stockholders to
preserve round lot holders (i.e., holders owning at least 100 shares) after the
Reverse Split. In the event Marine's board determines to provide such special
treatment, Marine stockholders holding 2,900 or fewer shares of common stock but
at least 100 shares of common stock will receive 100 shares of common stock
after the Reverse Split, and persons holding less than 100 shares of common
stock would not be affected. The terms and conditions of special treatment
afforded to Marine stockholders to preserve round lot stockholders, if any,
including the record dates for determining which stockholders may be eligible
for such special treatment, will be established in the discretion of Marine's
board of directors.
Effective as of the Closing, and subject to applicable regulatory
requirements, including the preparation, filing and distribution of this
Information Statement to the record stockholders of Marine at least ten (10)
days prior to Closing, the existing officers of Marine will resign, and the
newly-appointed directors of Marine will consist of Paul Guez (Antik's Manager
and Chief Executive Officer), David Weiner, a director designated by Paul Guez,
and the KRM Designate. The initial KRM Designate will be the current director of
Marine, Kevin R. Keating who will remain as a director of Marine following the
Closing. KRM Fund and each Antik Member have agreed to vote their shares of
Marine's common stock to elect the KRM Designate to Marine's board for a period
of one year following the Closing and to vote for such other persons that may be
designated by Paul Guez to fill any vacant position on the board of directors
(other than KRM Designate). The size of the board will initially be three
members and may be increased by the board of directors to five members during
the one year period following Closing.
At or prior to the Closing, Marine will also enter into a certain
financial advisory agreement with Keating Securities, LLC ("Keating
Securities"), a registered broker-dealer, under which Keating Securities will be
compensated by Marine for its advisory services rendered to Marine in connection
with the exchange transaction. The transaction advisory fee will be $350,000,
with the payment thereof being subject to the Closing.
3
Marine's completion of the transactions contemplated under the Exchange
Agreement are subject to the satisfaction of certain contingencies including,
without limitation, Antik's delivery of audited and pro forma financial
information acceptable to Marine, compliance with regulatory requirements, and
the filing with and acceptance by the Secretary of State of the State of Nevada
of the Certificate of Designations. Consummation of the exchange transaction is
also conditioned upon, among other things: (i) execution by KRM Fund and each
Member of voting agreements; (ii) preparation, filing and distribution to the
Marine stockholders of this Information Statement; and (iii) continued quotation
of Marine's common stock on the Over-the-Counter Bulletin Board.
The directors of Marine have approved the Exchange Agreement and the
transactions contemplated thereunder. The manager and members of Antik have
approved the Exchange Agreement and the transactions contemplated thereunder.
The parties expect the Closing of the transactions under the Exchange Agreement
to occur on or about May 1, 2005. However, there can be no assurance that the
exchange transaction will be completed.
The Exchange Agreement may be terminated as follows: (i) by mutual
consent, (ii) by either party if the exchange transaction is not consummated by
May 31, 2005, (iii) by either party if the exchange transaction is prohibited by
issuance of an order, decree or ruling, and (iv) by either party if the other is
in material breach of any representation, warranty, covenant or agreement. In
the event of termination other than by mutual consent, both parties are
responsible for their expenses, except that Marine may retain up to $10,000 of
the $50,000 deposit paid by Antik for reimbursement of Marine's actual expenses
and as liquidated damages.
On March 28, 2005, in its Current Report on Form 8-K dated March 24,
2005, Marine reported the execution of a letter of intent to acquire Antik. On
April 15, 2005, in its Current Report on Form 8-K dated April 14, 2005, Marine
reported the execution of the Exchange Agreement and included a copy of the
Exchange Agreement therein as Exhibit 2.5. These Current Reports are hereby
incorporated by reference.
VOTING SECURITIES
Marine's common stock is the only class of equity securities that is
currently outstanding and entitled to vote at a meeting of Marine's
stockholders. Each share of common stock entitles the holder thereof to one
vote. As of April 15, 2005, there were 28,122,570 shares of Marine's common
stock outstanding.
4
MARINE'S BUSINESS
Marine is currently a public "shell" company with nominal assets whose
sole business has been to identify, evaluate and investigate various companies
with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which Marine would acquire a
target company with an operating business with the intent of continuing the
acquired company's business as a publicly held entity.
ANTIK'S BUSINESS
Antik was formed in September 2004 to design, develop, manufacture,
market, distribute and sell high end fashion jeans, apparel and accessories with
a western flair. Antik currently markets, distributes and sells its "Antik
Denim" brand products in the United States, and internationally in countries
that include, but are not limited to, Canada, Mexico, the United Kingdom,
Denmark, Sweden, Norway, Finland, Belgium, Italy, Austria, Germany, France,
Spain, Japan, Brazil, Israel, Lebanon, UAE, South Africa and Korea. Antik is
headquartered in Commerce, California, and maintains two showrooms in New York
and Los Angeles.
Because Antik was formed in September 2004, it has limited operating
history. Antik had unaudited net sales of $365,000 from inception in September
2004 through December 31, 2004. While the management of Antik believes that it
has an opportunity to be successful in the high end fashion jean market, there
can be no assurance that Antik will be successful in accomplishing its business
initiatives, or that it will achieve any significant level of revenues, or ever
recognize net income, from the sale of its products.
The business of Antik involves a number of risks and uncertainties that
could cause Antik's actual results to differ materially from those estimated by
management from time to time. Potential risks and uncertainties include, but are
not limited to, such factors as fluctuations in demand for Antik's products, the
introduction of new products, Antik's ability to maintain customer and strategic
business relationships, the impact of competitive products and pricing, growth
in targeted markets, the adequacy of Antik's liquidity and financial strength to
support its growth, and other information that may be detailed from time to time
in Marine's filings with the United States Securities and Exchange Commission
should the exchange transaction contemplated by the Exchange Agreement be
completed.
Although there can be no assurance that the parties will complete the
exchange transaction contemplated by the Exchange Agreement, to the extent the
transaction is completed, additional information regarding the business of Antik
(including audited financial statements for the period from inception through
December 31, 2004) will be disclosed in a Current Report on Form 8-K to be filed
at Closing.
5
DIRECTORS AND OFFICERS
Effective as of February 9, 2005, in connection with a change of
control of Marine, Jeff P. Jordan resigned as Marine's President, Treasurer and
one of its directors, Martha A. Jordan, the spouse of Mr. Jordan, resigned as
Marine's Secretary and one of its directors, and Wilbur Sebree, resigned as one
of Marine's directors. Kevin R. Keating was appointed Marine's President,
Treasurer, Secretary and sole director. Concurrently, Marine's principal
executive office was moved to 936A Beachland Boulevard, Suite 13, Vero Beach,
Florida 32963.
The following table sets forth the names, positions and ages of
Marine's current executive officers and directors. All directors serve until the
next annual meeting of stockholders or until their successors are elected and
qualified. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by an employment contract, at the
discretion of the board of directors.
NAME AGE POSITION
------------------------ ----------- -----------------------------------
Kevin R. Keating (1) 65 President, Treasurer, Secretary and
Director
(1) Mr. Keating became President, Secretary, Treasurer, and a director
effective February 9, 2005.
Mr. Keating, sole Director, President, Secretary and Treasurer of
Marine, is an investment executive and for the past nine years has been the
Branch Manager of the Vero Beach, Florida, office of Brookstreet Securities
Corporation. Brookstreet is a full-service, national network of independent
investment professionals. Mr. Keating services the investment needs of private
clients with special emphasis on equities. For more than 35 years, he has been
engaged in various aspects of the investment brokerage business. Mr. Keating
began his Wall Street career with the First Boston Company in New York in 1965.
From 1967 through 1974, he was employed by several institutional research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982, Mr. Keating was the President and Chief Executive Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of individual investors. Mr. Keating is also the manager and sole
member of Vero Management, LLC, which has a management agreement with Marine.
6
COMMITTEES OF BOARD OF DIRECTORS
Marine has an audit committee and audit committee charter. Marine's
audit committee is comprised of all of its directors, which currently consists
of Kevin R. Keating. A copy of Marine's audit committee charter is filed as an
exhibit to its Annual Report filed on Form 10-KSB for the year ended December
31, 2003. Marine is not a "listed company" under SEC rules and is therefore not
required to have an audit committee comprised of independent directors. Marine's
board of directors has determined that its members do not include a person who
is an "audit committee financial expert" within the meaning of the rules and
regulations of the SEC. Marine's board of directors has determined that each of
its current members is able to read and understand fundamental financial
statements and has substantial business experience that results in that member's
financial sophistication. Accordingly, the board of directors believes that each
of its current members have the sufficient knowledge and experience necessary to
fulfill the duties and obligations that an audit committee would have.
Marine's audit committee is responsible for: (1) selection and
oversight of its independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by its employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit committee.
Marine has a disclosure committee and disclosure committee charter.
Marine's disclosure committee is comprised of all of its officers and directors,
which currently consists of Kevin R. Keating. The purpose of the committee is to
provide assistance to its senior officers in fulfilling their responsibilities
regarding the identification and disclosure of material information about Marine
and the accuracy, completeness and timeliness of its financial reports. A copy
of Marine's disclosure committee charter is filed as an exhibit to its Annual
Report filed on Form 10-KSB for the year ended December 31, 2003.
Marine does not have a standing compensation or nominating committee or
committees performing similar functions because it has no meaningful operations
and has no employees. Marine determined not to establish a nominating committee
at this time in view of changes in the composition of the board of directors
that will occur on the Closing Date. Previously, nominations were determined by
the members of the then existing board of directors.
Marine's board of directors may designate from among its members an
executive committee and one or more other committees. No such committees have
been appointed.
7
DIRECTOR AND OFFICER COMPENSATION
The following executive compensation chart highlights the compensation
for Marine's executive officers. No other executive officers received salary and
bonus in excess of $100,000 for the prior three fiscal years.
--------------------------------------
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
------------------------------ ---------------------------------------- -------------------------- ----------- -----------------
Securities
Name Other Restricted Underlying
and Annual Stock Options/ LTIP All Other
Principal Bonus Compensation Award(s) SARs (#) Payouts Compensation
Position Year Salary ($) ($) ($) ($) (2) ($) ($)
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
Kevin R. Keating 2004 N/A N/A N/A N/A N/A N/A N/A
(Pres., Secr., and
Treas.) (1)
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
Jeff P. Jordan 2004 $0 $0 $0 N/A N/A N/A N/A
(President and 2003 $0 $0 $0 N/A N/A N/A N/A
Treasurer) (2) 2002 $0 $0 $0 N/A N/A N/A N/A
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
Martha A. Jordan 2004 $0 $0 $0 N/A N/A N/A N/A
(Secretary) (2) 2003 $0 $0 $0 N/A N/A N/A N/A
2002 $0 $0 $0 N/A N/A N/A N/A
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
(1) Mr. Keating became President, Secretary, Treasurer, and a director
effective February 9, 2005. On February 17, 2005, Marine issued Mr.
Keating 1,000,000 shares of its common stock in consideration for
services rendered by him, valued at $10,000.
(2) Effective as of February 9, 2005, in connection with a change of
control of Marine, Jeff P. Jordan resigned as its President, Treasurer
and one of its directors, Martha A. Jordan, the spouse of Mr. Jordan,
resigned as its Secretary and one of its directors, and Wilbur Sebree,
resigned as one of its directors.
There were no option grants to any executive officers during the fiscal
year ended December 31, 2004, and no options were exercised by any executive
officer during the fiscal year ended December 31, 2004.
Marine did not pay any compensation to any director in 2002, 2003 or
2004.
Marine terminated its non-qualified stock option plan effective
February 4, 2005 and, in connection with this termination, Marine filed a
post-effective amendment to withdraw from registration any remaining shares
under its then current S-8 registration statement.
8
NEW DIRECTORS AND OFFICERS
The Exchange Agreement provides that, on the Closing Date, the current
officers of Marine shall resign and Marine shall appoint the following persons
as executive officers and directors of Marine. Kevin R. Keating will continue to
serve as a director of Marine following the Closing Date as the KRM Designate.
--------------------------------- ----------- ---------------------------------------------------
NAME AGE POSITION
--------------------------------- ----------- ---------------------------------------------------
Paul Guez 60 Chief Executive Officer, President and Director
--------------------------------- ----------- ---------------------------------------------------
Elizabeth Guez 51 Chief Operating Officer
--------------------------------- ----------- ---------------------------------------------------
Patrick Chow 51 Chief Financial Officer
--------------------------------- ----------- ---------------------------------------------------
David Weiner 48 Director
--------------------------------- ----------- ---------------------------------------------------
Mr. Guez is the owner and Chief Executive Officer of Blue Concept, LLC
and its several affiliates, which are engaged in the design, marketing,
manufacturing and wholesale distribution of premium fashion collections for a
growing stable of contemporary brands, including Yanuk, U, Taverniti So Jeans,
Duarte Jeans, Elvis, Memphis Blues and Grail Jeans. For the nine year period
prior to the formation of Blue Concept in 2002, Mr. Guez co-operated Azteca
Production International, Inc., a Los Angeles based manufacturer of denim
apparel. Mr. Guez started his career in the apparel industry in 1976, when he
launched Sasson Jeans.
Ms. Guez is the Chief Operating Officer for Blue Concept and several of
its affiliates. From 1970 through 1978, Ms. Guez attended Monmouth (West
Longbranch, NJ) and Fashion Institute of Technology of New York City. From
1974-1982, she held various buying and store line positions for the
Bamberger/Macy organization. Ms. Guez subsequently held various sales and
merchandising positions with Esprit de Corp, Chaus, and Jag of Beverly Hills.
Mr. Chow was Chief Financial Officer and a director of Tarrant Apparel
Group from January 2002 to August 2004 and stayed as a consultant until January,
2005. He joined Tarrant as Treasurer in November, 1998. From 1996 to 1998, he
served as General Manager of Fortune Chart Consultants Limited in Hong Kong
where he provided financial consulting services to corporate clients. Mr. Chow
has a Bachelor of Arts degree from the University of Hong Kong and two diplomas
in Banking and Financial Studies from the Chartered Institute of Bankers, United
Kingdom.
Mr. Weiner is the President of W-Net, Inc., an investment and
consulting firm he founded in 1998. From December 2002 to April 2003 Mr. Weiner
was Co-President for Trestle Holding Inc., a provider of digital imaging and
telemedicine products. In 1993, Mr. Weiner joined K-tel, a music retailer, as
Vice President of Corporate Development. After creating and successfully
executing a business plan for K-tel, he advanced to the position of President in
1996, which he held until he left to form W-Net in 1998.
Paul and Elizabeth Guez are husband and wife.
9
The board of directors following the Closing may determine to increase
the size of the board from three (3) members to five (5) members. In such case,
pursuant to the Exchange Agreement and a certain Voting Agreement, the
additional two director positions will be filled by a person designated by Paul
Guez. Under the terms of the Voting Agreement, for a period of one year
following the Closing, the Antik Members and KRM Fund have agreed to vote their
shares of Marine's common stock to elect the KRM Designate and the other persons
designated by Paul Guez to fill any remaining open director positions.
The Preferred Shares to be received by the Antik Members as part of the
exchange transaction will be entitled to vote together with the holders of the
common stock, as a single class, upon all matters submitted to holders of common
stock for a vote (including the election of directors). Each Preferred Share
will carry a number of votes equal to the number of shares of common stock
issuable in the Mandatory Conversion based on the then applicable Conversion
Rate. As such, immediately following the exchange transaction, the Antik Members
will own 95.8% of the total combined voting power of all classes of Marine stock
entitled to vote.
To the best of Marine's knowledge, neither of the proposed officers or
directors intended to be appointed following the Closing, nor any of their
affiliates, currently beneficially own any equity securities or rights to
acquire any securities of Marine, and no such persons have been involved in any
transaction with Marine or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Securities and Exchange Commission, other than with respect
to the transactions that have been described herein. To the best of Marine's
knowledge, neither of the proposed officers and directors intended to be
appointed following the Closing have been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, nor have they been a party
to any judicial or administrative proceeding during the past five years, except
for matters that were dismissed without sanction or settlement, that resulted in
a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding Marine's
common stock beneficially owned on April 15, 2005 for (i) each stockholder known
to be the beneficial owner of 5% or more of Marine's outstanding common stock,
(ii) each executive officer and director, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the
voting of such security, or the power to dispose or to direct the disposition of
such security. A person is also deemed to be a beneficial owner of any
securities of which the person has the right to acquire beneficial ownership
within 60 days. At April 15, 2005, Marine had 28,122,570 shares of common stock
outstanding.
10
------------------------------------------ ------------------------------------ ----------------------------
Name Number of Shares Beneficially Owned Percent of Shares
------------------------------------------ ------------------------------------ ----------------------------
Kevin R. Keating 1,000,000 (1) 3.6%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
------------------------------------------ ------------------------------------ ----------------------------
Keating Reverse Merger Fund, LLC 20,306,500 (2) 72.2%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
------------------------------------------ ------------------------------------ ----------------------------
All Executive Officers and Directors as 1,000,000 3.6%
a group (1 person)
------------------------------------------ ------------------------------------ ----------------------------
(1) On February 17, 2005, Marine issued 1,000,000 shares of its common
stock to Kevin R. Keating, its sole officer and director, for services
rendered to Marine with a fair value of $10,000. Kevin R. Keating is
not affiliated with and has no equity interest in Keating Reverse
Merger Fund, LLC and disclaims any beneficial interest in the shares of
Marine's common stock owned by Keating Reverse Merger Fund, LLC.
(2) On February 9, 2005, Mr. Jordan sold 15,306,500 shares of Marine's
common stock owned by him to Keating Reverse Merger Fund, LLC for a
purchase price of $440,000. On February 17, 2005, Marine issued
5,000,000 shares of its common stock to Keating Reverse Merger Fund,
LLC for an aggregate purchase price of $50,000. Keating Reverse Merger
Fund, LLC is not owned by or affiliated with Kevin R. Keating and
disclaims any beneficial interest in the shares of Marine's common
stock owned by Kevin R. Keating.
The following table sets forth certain information regarding Marine's
common stock beneficially owned on April 15, 2005 for (i) each stockholder known
to be the beneficial owner of 5% or more of Marine's outstanding common stock,
(ii) each executive officer and director, and (iii) all executive officers and
directors as a group, on a pro forma basis to reflect the transactions
contemplated by the Exchange Agreement on a pre-Reverse Split basis, assuming
such transactions were completed as of such date. Unless otherwise indicated,
each person in the table will have sole voting and investment power with respect
to the shares shown after, and subject to, the consummation of the transactions
contemplated by the Exchange Agreement. The information is provided for
disclosure purposes as there can be no assurance that the transactions
contemplated by the Exchange Agreement will be completed. The following table,
as of April 15, 2005, assumes a total of 740,067,719 shares of Marine's common
stock outstanding, on a pro forma basis to reflect the transactions contemplated
by the Exchange Agreement on a pre-Reverse Split basis, assuming such
transactions were completed as of such date.
11
----------------------------------------------------------------------------------------------------
NAME OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL PERCENT OF BENEFICIAL
OWNERSHIP OWNERSHIP
----------------------------------------------------------------------------------------------------
Paul Guez (1) 534,574,596 72.23%
----------------------------------------------------------------------------------------------------
Meyer Abbou (1) 58,136,760 7.86%
----------------------------------------------------------------------------------------------------
Philippe Naouri (1) 58,136,760 7.86%
----------------------------------------------------------------------------------------------------
Alex Cangant (1) 58,136,760 7.86%
----------------------------------------------------------------------------------------------------
Elizabeth Guez (1), (2) 534,574,596 72.23%
----------------------------------------------------------------------------------------------------
David Weiner (1) 0 0.0%
----------------------------------------------------------------------------------------------------
Kevin R. Keating 1,000,000 0.14%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
----------------------------------------------------------------------------------------------------
Keating Reverse Merger Fund, LLC 20,306,500 2.74%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
----------------------------------------------------------------------------------------------------
All Executive Officers and Directors as a group 535,574,596 72.37%
----------------------------------------------------------------------------------------------------
(1) Address is c/o Antik Denim, LLC, 5804 E. Slauson Avenue Commerce,
California 90040. Assumes the Closing of the transactions contemplated
by the Exchange Agreement. The beneficial ownership of Marine's common
stock is based on the holder's respective ownership of Marine's Series
A Preferred Stock, on an as-converted basis prior to the proposed
Reverse Split. Each share of Series A Preferred Stock is convertible
into 841 shares of Marine's common stock on pre-Reverse Split basis.
The shares of Series A Preferred Stock will immediately and
automatically be converted into shares of Marine's common stock upon
the approval by a majority of Marine's stockholders (voting together on
an as-converted-to-common-stock basis), following the exchange
transaction, of an increase in the number of authorized shares of
Marine's common stock from 45,000,000 to 75,000,000, and a 1 for 29
reverse stock split of Marine's outstanding common stock.
(2) Includes all shares beneficially owned by her spouse, Paul Guez.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 20, 2005, Marine entered into an Assumption Agreement with
Mr. Jeff Jordan and Intellijet Marine, Inc. ("Intellijet"), a Nevada corporation
that Marine established as a wholly-owned subsidiary. Under the Assumption
Agreement, Marine transferred all of its assets, except for 21,822,570 shares of
common stock of Intellijet and approximately $2,500 in cash, to Intellijet.
Intellijet agreed to assume all of Marine's liabilities and obligations and to
indemnify Marine for any loss Marine incurs with respect to the assumed
liabilities. Mr. Jordan and Intellijet also agreed to release Marine from any
and all obligations and claims whatsoever. Shares of Intellijet were
subsequently distributed to Marine's stockholders and Intellijet operates as an
independent company.
On February 9, 2005, Mr. Jordan sold 15,306,500 shares of Marine's
common stock owned by him to KRM Fund for a purchase price of $440,000 pursuant
to a Securities Purchase Agreement.
In connection with the completion of the transactions under the
Assumption Agreement and the Securities Purchase Agreement, Mr. Jordan received
full payment on the remaining principal balance under certain notes issued to
him by Marine.
On February 17, 2005, Marine entered into a contract with Vero
Management, LLC ("Vero") for managerial and administrative services. Vero has
not been engaged to provide, and Vero does not render, legal, accounting,
auditing, investment banking or capital formation services. Kevin R. Keating is
the manager of Vero. The term of the contract is for one year. In consideration
of the services provided, Vero will be paid $1,000 for each month in which
services are rendered. The agreement with Vero will be terminated on or before
the Closing.
On February 17, 2005, Marine issued 1,000,000 shares of its common
stock to Kevin R. Keating, Marine's sole officer and director, for services
rendered to Marine with a fair value of $10,000.
On February 17, 2005, Marine issued 5,000,000 shares of its common
stock to KRM Fund for an aggregate purchase price of $50,000.
Kevin R. Keating, is the father of the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KRM Fund,
which is the current majority stockholder of Marine. Keating Investments, LLC is
also the managing member and 90% owner of Keating Securities, LLC, a registered
broker-dealer. Kevin R. Keating is not affiliated with and has no equity
interest in Keating Investments, LLC, KRM Fund or Keating Securities, LLC and
disclaims any beneficial interest in the shares of Marine's common stock owned
by KRM Fund. Similarly, Keating Investments, LLC, KRM Fund and Keating
Securities, LLC disclaim any beneficial interest in the shares of Marine's
common stock currently owned by Kevin R. Keating.
At or prior to the Closing, Marine will also enter into a certain
financial advisory agreement with Keating Securities, LLC under which Keating
Securities, LLC will be compensated by Marine its advisory services rendered to
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Marine in connection with the Closing. The transaction advisory fee will be
$350,000, with the payment thereof being subject to and paid at the Closing.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Marine's directors and executive officers, and persons who beneficially
own more than 10% of a registered class of Marine's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of Marine's
securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership),
4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual
Statement of Beneficial Ownership of Securities). Directors, executive officers
and beneficial owners of more than 10% of Marine's common stock are required by
SEC regulations to furnish Marine with copies of all Section 16(a) forms that
they file. Except as otherwise set forth herein, based solely on review of the
copies of such forms furnished to Marine, or written representations that no
reports were required, Marine believes that for the fiscal year ended December
31, 2004 beneficial owners complied with the Section 16(a) filing requirements
applicable to them in that each officer, director and beneficial owner of 10% or
more of Marine's securities filed a Form 3 with the SEC and has had no change of
ownership since such filing. Each of such necessary filings, as required to be
made by Messrs. Paul Guez, Elizabeth Guez, Patrick Chow, David Weiner, Meyer
Abbou, Philippe Naouri, and Alex Cangant will be filed with the SEC after
Closing.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MARINE JET TECHNOLOGY CORP.
(Registrant)
By: /s/ Kevin R. Keating
--------------------
Name: Kevin R. Keating
Title: President
Dated: April 19, 2005
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