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 (Amendment No.______)
Check the appropriate box:
|X| Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
|_| Definitive Information Statement
Rainwire Partners, Inc.
(Name of Registrant as Specified in its Charter)
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:
(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:
|_| 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party: Rainwire Partners, Inc.
(4) Date Filed: March ___, 2001
RAINWIRE PARTNERS, INC.
Suite 350
4940 Peachtree Industrial Boulevard
Norcross, Georgia 30071
INFORMATION STATEMENT PURSUANT TO REGULATION 14C
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT
OF HOLDERS OF A MAJORITY OF RAINWIRE PARTNERS, INC. OUTSTANDING SHARES OF COMMON
STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
Pursuant to the requirements of Section 14(c) of the Securities Exchange
Act of 1934 and Section 228(d) of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"), this information statement is being
mailed on or about March____, 2001 to holders of record as of March 2nd, 2001
(the "Record Date") of shares of common stock, par value $0.001 ("Common
Stock"), of Rainwire Partners, Inc., a Delaware corporation (the "Company" or
"Rainwire"). It is being furnished in connection with an amendment to the
Company's Amended and Restated Certificate of Incorporation by the written
consent of the holders of a majority of the outstanding shares of Common Stock,
which increased the authorized shares of Common Stock of the Company to Five
Hundred Million (500,000,000).
On March 2nd, 2001, the Board of Directors of Rainwire ("Board")
unanimously approved and the holders of a majority of the outstanding voting
securities of the Company on the Record Date approved, by written consent, an
amendment to the Company's Amended and Restated Certificate of Incorporation
which increased the authorized shares of Common Stock of the Company to Five
Hundred Million (500,000,000) (the "Authorized Share Increase"). An amendment to
the Company's Certificate of Incorporation reflecting the Authorized Share
Increase was filed with the Secretary of the State of Delaware on March_____,
2001 with a delaying provision that the amendment will not become effective
until March______,2001 (the "Amendment").
Outstanding Securities and Voting Rights
The approval of the Amendment requires the written consent of the holders
of a majority of the outstanding shares of the Common Stock, and each share of
the Common Stock was entitled to one vote with respect to the approval of the
Certificate of Amendment. On March 2nd, 2001 by written consent in lieu of a
meeting, holders of at least 4,021,915 shares of the Common Stock of the
Company, representing approximately 52.9% of the outstanding voting power,
approved the Amendment.
Each holder of Common Stock would normally be entitled to one vote in
person or by proxy for each share of Common Stock in his or her name on the
books of Rainwire, as of the Record Date, on any matter submitted to the vote of
the stockholders. The elimination of the need for a special meeting of
stockholders to approve the Amendment is made possible by Section 228 of the
Delaware Corporation Law, which provides that the written consent of the holders
of outstanding shares of voting stock, having not less than the minimum number
of votes which would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, may be
substituted for such a special meeting. Pursuant to Section 242 of the Delaware
Corporation Law, a majority of the outstanding shares of voting stock entitled
to vote thereon is required in order to amend the Company's Restated Certificate
of Incorporation. In order to eliminate the costs and time involved in holding a
special meeting and in order to effect the Certificate of Amendment as early as
possible in order to accomplish the purposes of the Company as hereafter
described, the Board of Directors of the Company elected to utilize the written
consent of the holders of a majority in interest of the voting stock of the
Company.
Delaware law does not afford the stockholders the right to dissent from the
corporate action described in this Information Statement or to receive an agreed
or judicially appraised value for their shares.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding shares of our Common
Stock beneficially owned as of March 2nd, 2001. Beneficial ownership is
calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of
1934. As used in the table below, a beneficial owner includes any person who
directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting, of such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days. Unless
otherwise indicated, each person possesses sole voting and investment power with
respect to the shares identified as beneficially owned. Except as otherwise
indicated in the table, the address of the stockholders listed below is that of
the Company's principal executive office. Directors not included in the table
below do not hold Company securities.
Shares Beneficially Owned
As of March 2, 2001
Name and Address
Number Percent
Bryan M. Johns 1,296,182 17.0%
Suite 350
4940 Peachtree Industrial Boulevard
Norcross, GA 30071
Lynne Marchessault 231,461(1) 3.0%
490 Regatta Bay Boulevard
Destin, FL 32541
Walter H. Elliott 138,526(2) 1.8%
205 Walnut Hill Drive
Summerville, SC 29485
Anguilla Equity Partners 1,481,350 19.5%
Attn: Keithley F.T. Lake
The Law Building
The Valley, Anguilla, BWI
Cambridge Investments, Ltd. 462,922 6.0%
The Law Building
P.O. Box 14
The Valley, Anguilla, BWI
Cambridge Capital Group, LLC 648,091 8.5%
320 Cameron Ridge Drive
Atlanta, GA 30328
Arnold Johns 1,064,721(3) 14.0%
320 Cameron Ridge Drive
Atlanta, GA 30328
Robert Y. Duke 397,753(4) 5.2%
Suite 370
4940 Peachtree Industrial Blvd.
Norcross, GA 30071
(1) The 231,461 shares of common stock of Rainwire are directly owned by Osprey
Investments, Inc., which is 100% owned by Ms. Marchessault.
(2) Of the 138,526 shares beneficially owned by Mr. Elliott, 120,000 are vested
options.
(3) Of the 1,064,721 shares beneficially owned by Mr. Johns, 648,091 are
directly owned by Cambridge Capital Group, LLC, which is 100% owned by Mr.
Johns, and 416,630 are directly owned by Mr. Johns.
(4) Of the 397,753 shares beneficially owned by Mr. Duke, 277,753 are directly
owned by Mr. Duke, and 120,000 are directly owned by Structure Data
Systems, Inc. The Company is not aware of Mr. Duke's percentage ownership
interest in Structured Data Systems, Inc.
Reason for the Amendment
The amendment will increase the number of shares of common stock that the
Company is authorized to issue from 20,000,000 to 500,000,000. The increase will
ensure that the Company continues to have additional shares available for future
issuances from time to time as approved by the Board for any proper purpose,
including financings, mergers, acquisitions of other businesses, future stock
dividends or splits and issuances under stock option and incentive programs.
The authorized shares of Common Stock in excess of those issued will also
be available for issuance at times and for corporate purposes that the Board
deems advisable without further action by Rainwire's stockholders, except as may
be required by applicable laws of the rules of any stock exchange or national
securities association trading system on which Rainwire's Securities may be
listed or traded.
The issuance of additional shares of Common Stock (i) could also make it
more difficult for a third party to acquire a majority of Rainwire's outstanding
voting stock, and (ii) may have a dilutive effect on earnings per share and, for
a person who does not purchase additional shares to maintain a pro rata
ownership interest, on a stockholder's percentage voting power.
Other Business
No further business will be transacted by written consent to corporate
action in lieu of meeting of stockholders to which this Information Statement
pertains.
By Order of the Board of Directors,
Bryan M. Johns
Chief Executive Officer
Norcross, Georgia
March 2, 2001