UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant
ý
Filed by
a Party other than the Registrant
¨
Check the
appropriate box:
|
¨
|
Preliminary
Proxy Statement
|
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
ý
|
Definitive
Proxy Statement
|
|
¨
|
Definitive
Additional Materials
|
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
MOBICOM
CORPORATION
|
|
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment
of Filing Fee (Check the appropriate box):
|
|
ý
|
No
fee required.
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
|
|
|
|
|
|
|
(4)
|
Date
Filed:
|
MOBICOM
CORPORATION
_____________________
CONSENT
SOLICITATION STATEMENT
To Our
Stockholders:
The board
of directors of Mobicom Corporation, which is referred to as "
we
," "
us
," "
our
," or the "
Company
" in this consent
solicitation statement, is soliciting your consent on behalf of the Company to
two proposals, both of which have been approved by our board of directors
subject to stockholder approval. As discussed in more detail in this
consent solicitation statement, we are asking our stockholders to
approve:
1. A
five-for-one reverse split of our common stock.
2. An
increase of the number of our authorized shares of capital stock from
260,000,000 to 1,000,000,000, which would be divided into 900,000,000 shares of
common stock and 100,000,000 shares of preferred stock.
We are
soliciting your approval of these proposals by written consent in lieu of a
meeting of stockholders because our board of directors believes that it is in
the best interests of the Company and its stockholders to solicit such approval
in the most cost effective manner. A form of written consent is
enclosed for your use.
We intend
to mail this consent solicitation statement and accompanying form of written
consent on or about October 14, 2008. This consent solicitation
statement is being mailed to the holders of record of our common stock as of the
close of business on October 1, 2008, which date is referred to as the "
record date
." The
written consent of stockholders representing a majority of the voting power of
our outstanding common stock as of the record date is required to approve each
of the proposals.
Your
consent is important regardless of the number of shares of stock that you
hold. Although our board of directors has approved each of the
proposals, each proposal will only be effective if we receive the written
consent of stockholders representing a majority of the voting power of our
outstanding common stock as of the record date. If you approve the
proposals, please mark the enclosed written consent form to evidence "CONSENT",
sign and date the written consent form and return it to us at your earliest
convenience. Your cooperation in promptly returning your consent will
help limit expenses incident to consent solicitation.
We may be
contacted via mail at 3328 Granada Avenue, San Diego, California 92104, and
our telephone number is (949) 253-5858.
THE
CONSENT PROCEDURE
General
As
discussed in more detail in this consent solicitation statement, we are asking
our stockholders to approve the following two proposals by written consent: (i)
a five-for-one reverse split of our common stock; and (ii) an increase of the
number of our authorized shares of capital stock from 260,000,000 to
1,000,000,000, which would be divided into 900,000,000 shares of common stock
and 100,000,000 shares of preferred stock.
Our board
of directors approved the reverse split and the increase in the number of our
authorized shares of capital stock on October 2, 2008, the effectiveness of each
of which is conditioned upon our stockholders approval.
Voting;
Record Date; Vote Required
Only
holders of record of our common stock on the record date will be entitled to
consent to the proposal. On the record date there were 52,222,034
shares of our common stock outstanding. Each share of our common
stock is entitled to one vote.
Each of
the proposals will be approved by our stockholders if we receive the written
consent of stockholders representing a majority of the voting power of our
outstanding common stock as of the record date, or written consents representing
at least 26,111,018 shares of our common stock. A written consent
form that has been signed, dated and delivered to us with the "CONSENT" box
checked or without any of the boxes checked will constitute consent for the
proposal. A written consent form that has been signed, dated and
delivered to us with the "WITHHOLD CONSENT" or "ABSTAIN" boxes checked will be
counted as a vote against the proposals.
Consents,
once dated, signed and delivered to us, will remain effective unless and until
revoked by written notice of revocation dated, signed and delivered to us before
the time that we have received written consent of stockholders representing a
majority of the voting power of our outstanding common stock as of the record
date.
Written
consents, a form of which is enclosed, may be delivered to us via facsimile to
(619) 568-3148 or mailed to the following address:
Mobicom
Corporation
3328
Granada Avenue
San
Diego, California 92104
Any
questions regarding the proposal or the written consent may be directed to us at
the address above or by calling us at (949) 253-5858.
Expense
of Consent Solicitation
We will
pay the expense of soliciting the consents and the cost of preparing, assembling
and mailing material in connection therewith. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of our common stock beneficially owned
by others to forward to the beneficial owners. We may reimburse persons
representing beneficial owners of common stock for their costs of forwarding
solicitation materials to the beneficial owners. Original solicitation of
consents by mail may be supplemented by telephone, facsimile, other approved
electronic media or personal solicitation by our directors, officers and other
regular employees.
PROPOSAL
NO. 1
APPROVAL
AND ADOPTION OF
AN
AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO
EFFECT A FIVE-FOR-ONE REVERSE SPLIT OF OUR COMMON STOCK
General
In this
proposal, we are asking you to approve a five-for-one reverse stock split of our
common stock. The number of authorized shares of common stock will
not change as a result of the reverse stock split, if
effected. However, under Proposal No. 2, discussed below, we are
asking you to approve an increase in the number of authorized shares
of our capital stock.
An
amendment of our articles of incorporation will be required to effect the
proposed reverse stock split.
Appendix A
to this
proxy statement sets forth the text of the form of the certificate of amendment
of articles of incorporation if the reverse stock split is
approved.
Appendix C
to this
proxy statements sets forth the text of the form of the certificate of amendment
of articles of incorporation if both the reverse stock split and the increase in
our authorized shares of capital stock (which is proposal number 2) are
approved. In each case, such text is subject to revision for such changes as may
be required by the Nevada Secretary of State and other changes consistent with
the proposals that we or our counsel may deem necessary or
appropriate.
The
reverse stock split, if approved by our stockholders, will be effective upon the
date and time of filing such certificate of amendment with the Nevada Secretary
of State.
Our board
of directors believes that by reducing the number of shares of our common stock
outstanding through the reverse stock split, the per share price of our common
stock will, upon such reduction, proportionately increase. Our board
of directors also believes that a higher per share trading price may be more
appealing to institutional investors, institutional funds and brokers, and
thereby result in greater liquidity for stockholders and lower trading
costs.
Our board
of directors also believes that the additional available authorized shares of
common stock that would result from a reverse stock split may facilitate future
capital raising needs and acquisitions of companies or assets. In
addition to focusing on the growth of our current business, our board of
directors intends, as part of our business plan, to evaluate opportunities for
growth through the acquisition of companies in similar or complementary lines of
business. We may, from time to time, evaluate financing transactions
involving the sale of our common stock or securities convertible into shares of
our common stock. While we constantly evaluate the market for
opportunities, there are no current proposals or agreements written or
otherwise, at this time to issue any of the additional available authorized
shares of common stock that would result from the reverse stock
split.
Purposes
of the Proposed Reverse Stock Split
Our board
of directors believes that a reverse stock split may enhance the acceptability
of our common stock by the financial community and the investing public, and
consequently improve the liquidity of our common stock. The expected
increased price level may encourage interest and trading in our common stock by
institutional investors and funds that may be disinclined or prohibited from
purchasing lower priced stocks. Additionally, a variety of policies
and practices of broker-dealers discourage individual brokers from dealing in
lower priced stocks, and brokers may be more inclined to transact in our shares
if they trade at a higher per share price. In addition, the
transaction costs (commissions, markups or markdowns) of lower priced stocks
tend to represent a higher percentage of total share value than higher priced
stocks, which can discourage ownership of lower priced stocks by both
institutional and retail investors.
In the
near future, we plan to seek a listing of our common stock on a national
securities exchange such as the NASDAQ Capital Market or The American Stock
Exchange®. Eligibility for listing on a national exchange is subject
to a number of criteria, such as public float, minimum share price, number of
stockholders, market capitalization, net income and other factors. We
currently meet most, but not all, of the listing criteria for certain of the
national exchanges. One of the listing requirements that we do not
currently meet is that we have a minimum per share price of $4.00 or $5.00,
depending on the exchange. We believe that the reverse split will increase our
ability to meet the minimum share price requirement at such time, if ever, that
we meet the other listing criteria.
We cannot
assure you that all or any of the anticipated beneficial effects on the trading
market for our common stock will occur. Our board of directors cannot
predict with certainty what effect the reverse stock split will have on the
market price of our common stock, particularly over the longer
term. Some investors may view a reverse stock split negatively, which
could result in a decrease in our market
capitalization. Additionally, any improvement in liquidity due to
increased institutional or brokerage interest or lower trading commissions may
be offset by the lower number of outstanding shares. We cannot
provide you with any assurance that our shares will qualify for, or be accepted
for, listing on a national exchange.
Effect
of Reverse Stock Split on Authorized Shares of Common Stock
How a Reverse Split Will Affect
Stockholders; Fractional Shares.
The reverse split will affect
all of our stockholders uniformly and will not affect any stockholders
percentage ownership interests in our company, except to the extent that the
result of the reverse split results in any of our stockholders owning a
fractional share. If this occurs, the fractional shares will be
rounded up to the next whole share, including fractional shares that are less
than one share. In addition, the reverse split will not affect any
stockholders percentage ownership or proportionate voting power. The
common stock issued pursuant to the reverse split will remain fully paid and
non-assessable.
The
principal effect of the reverse split will be that the number of shares of our
common stock issued and outstanding will be reduced as follows (without taking
into account the effect, if any, of rounding up any fractional shares created by
the reverse split to the next whole share):
|
#
of Shares Outstanding
Pre-Reverse
Split
|
|
#
of Shares Outstanding
Post-Reverse
Split
|
|
52,222,034
|
|
10,444,407
|
As such,
and for purposes of illustration only, each stockholder holding 500 shares of
our common stock (par value $0.001 per share) immediately prior to the reverse
split taking effect will become a holder of 100 shares of our common stock (par
value $0.001 per share) after the reverse split is effective.
The
reverse split is not part of any plan or proposal to take our company
private.
Effective Increase in Authorized
Shares of Common Stock
. The reverse stock split, if implemented, would
not change the number of authorized shares of our common stock, which is
250,000,000, under our articles of incorporation. Therefore, because
the number of issued and outstanding shares of our common stock would decrease,
the number of shares remaining available for issuance would
increase. As explained in more detail below, these additional shares
of common stock would be available for issuance from time to time for corporate
purposes such as acquisitions of companies or assets, sales of stock or
securities convertible into common stock and raising additional
capital. We believe that the availability of the additional shares
will provide us with the flexibility to meet business needs as they arise, to
take advantage of favorable opportunities and to respond to a changing corporate
environment. We have no plans, proposals or arrangements, written or
otherwise, at this time, to issue any of the additional available authorized
shares of common stock that would result from a reverse stock
split.
The
increased reserve of shares available for issuance would give us the flexibility
of using common stock to raise capital and/or as consideration in acquiring
other businesses. We are continuously seeking opportunities to add
more expertise and proprietary products and services to further enhance our core
capabilities through additional acquisitions of technologies or
businesses. Such acquisitions may be effected using shares of common
stock or other securities convertible into common stock and/or by using capital
that may need to be raised by selling such securities. The current number of
available authorized shares of common stock could limit our ability to effect
acquisitions of businesses using shares of our common stock or issuing shares to
raise capital to fund such acquisitions or for other purposes.
The
increased reserve of shares available for issuance may also be used to
facilitate public or private financings. If sufficient operating
funds cannot be generated by operations, we may need to, among other things,
issue and sell unregistered common stock, or securities convertible into common
stock, in private transactions. We have no plans or agreements in
place for any financing at this time. Such transactions might not be
available on terms favorable to us, or at all. We may sell common
stock at prices less than the public trading price of the common stock at the
time, and we may grant additional contractual rights to purchase not available
to other holders of common stock, such as warrants to purchase additional shares
of common stock or anti-dilution protections.
In
addition, the increased reserve of shares available for issuance may be used for
our equity incentive plans for grants to our employees, consultants and
directors, and those of our subsidiaries. Our board of directors
believes that it is critical to incentivize our officers and employees, and
those of our subsidiaries, to increase our revenues and profitability, and as a
result, our market value, through equity incentive awards. Such equity incentive
plans may also be used to attract and retain employees or in connection with
potential acquisitions as we grant options to the employees of the acquired
companies. Our board of directors believes that our ability to
achieve our growth strategy may be impaired without additional shares of
authorized common stock that could be used to provide such equity
incentives.
The
flexibility of our board of directors to issue additional shares of common stock
could also enhance our ability to negotiate on behalf of our stockholders in a
takeover situation. The authorized but unissued shares of common stock could be
used by our board of directors to discourage, delay or make more difficult a
change in the control of our company. For example, such shares could
be privately placed with purchasers who might align themselves with our board of
directors in opposing a hostile takeover bid. The issuance of
additional shares could serve to dilute the stock ownership of persons seeking
to obtain control and thereby increase the cost of acquiring a given percentage
of the outstanding stock. Stockholders should therefore be aware that
approval of this proposal could facilitate future efforts by our board of
directors to deter or prevent changes in control of our company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
The
availability of additional shares of common stock is particularly important in
the event that our board of directors needs to undertake any of the foregoing
actions on an expedited basis and therefore needs to avoid the time (and
expense) of seeking stockholder approval in connection with the contemplated
action. If this proposal is approved by the stockholders and the
reverse stock split is effected, our board of directors does not intend to
solicit further stockholder approval prior to the issuance of any additional
shares of common stock, except as may be required by applicable law or
rules.
If this
proposal is approved, the additional authorized but unissued shares of common
stock may generally be issued from time to time for such proper corporate
purposes as may be determined by our board of directors, without further action
or authorization by our stockholders, except for some limited circumstances
where stockholder approval is required by law or the listing standards of any
stock exchange on which our common stock may be listed at such
time.
The
possible future issuance of shares of equity securities consisting of common
stock or securities convertible into common stock could affect our current
stockholders in a number of ways, including the following:
|
|
·
|
diluting
the voting power of the current holders of common
stock;
|
|
|
·
|
diluting
the market price of the common stock, to the extent that the shares of
common stock are issued and sold at prices below current trading prices of
the common stock, or if the issuance consists of equity securities
convertible into common stock, to the extent that the securities provide
for the conversion into common stock at prices that could be below current
trading prices of the common stock;
|
|
|
·
|
diluting
the earnings per share and book value per share of the outstanding shares
of common stock; and
|
|
|
·
|
making
the payment of dividends on common stock potentially more
expensive.
|
Effect on Registration of Common
Stock Under the Securities Exchange Act of 1934.
Our common stock is
currently registered under the Securities Exchange Act of 1934, as amended, or
the "Exchange Act." A reverse stock split would not affect the
registration of our common stock under the Exchange Act. After the
reverse stock split, our common stock would continue to be reported on the
Over-the-Counter Bulletin Board market under the symbol "MBIC."
Effect on Voting Rights of, and
Dividends on, Common Stock.
Proportionate voting rights and other rights
of the holders of common stock would not be affected by the reverse stock
split. The percentage of outstanding shares owned by each stockholder
prior to the split will remain the same, except for adjustment as a consequence
of rounding up any fractional shares created by the reverse split to the next
whole share, which is discussed in more detail under "Fractional
Shares," below. For example, generally, a holder of two percent of
the voting power of the outstanding shares of common stock immediately prior to
the effective time of the reverse stock split would continue to hold two percent
of the voting power of the outstanding shares of common stock after a reverse
stock split.
We have
not in the past declared, nor do we have any plans to declare in the foreseeable
future, any distributions of cash, dividends or other property, and we are not
in arrears on any dividends. Therefore, we do not believe that a
reverse stock split would have any effect with respect to future distributions,
if any, to our stockholders.
Effect on Registered and Beneficial
Stockholders.
Upon the reverse split, we intend to treat
stockholders holding stock in "street name," through a bank, broker or other
nominee, in the same manner as registered stockholders whose shares are
registered in their names. Banks, brokers or other nominees will be instructed
to effect the reverse split for their beneficial holders, holding the stock in
"street name." However, such banks, brokers or other nominees may
have different procedures than registered stockholders for processing the
reverse split. If you hold your shares with such a bank, broker or
other nominee and if you have any questions in this regard, we encourage you to
contact your nominee.
Effect on Registered "Book-entry"
Stockholder.
Our registered stockholders may hold some or all of their
shares electronically in book-entry form. These stockholders will not
have stock certificates evidencing their ownership of the stock. These
stockholders are, however, provided with a statement reflecting the number of
shares registered in their accounts. If you hold shares in book-entry
form, you do not need to take any action to receive your post-reverse split
shares. A transaction statement will automatically be sent to your
address of record indicating the number of shares you hold.
Effect on Registered Certificated
Shares.
Some of our registered stockholders hold all their shares in
certificate form or a combination of certificate and book-entry
form. If any of your shares are held in certificate form,
you do not need
to take any action to exchange your stock certificate
. If the
reverse split is approved, stockholders may continue to make sales or transfers
using their old stock certificates. On request, we will issue new
certificates to anyone who holds old stock certificates in exchange
therefor. Any request for new certificates into a name different from
that of the registered holder will be subject to normal stock transfer
requirements and fees, including proper endorsement and signature guarantee, if
required.
Increased Transaction
Costs
. The number of shares held by each individual
stockholder will be reduced if the reverse split is implemented. This
will increase the number of stockholders who hold less than a "round lot," or
100 shares. Typically, the transaction costs to stockholders selling
"odd lots" are higher on a per share basis. Consequently, the reverse
split could increase the transaction costs to existing stockholders in the event
they wish to sell all or a portion of their position.
Effect on
Liquidity
. The decrease in the number of shares of our common
stock outstanding as a consequence of the reverse split may decrease the
liquidity in our common stock if the anticipated beneficial effects on the
trading market for our common stock do not occur. See "Purposes of
the Proposed Reverse Stock Split," above.
Potential Anti-Takeover
Effect.
If the reverse split is approved, the increased
proportion of authorized but unissued shares of our common stock to issued and
outstanding shares thereof could, under certain circumstances, have an
anti-takeover effect. For example, such a change could permit future
issuances of our common stock that would dilute the stock ownership of a person
seeking to effect a change in composition of our board of directors or
contemplating a tender offer or other transaction for the combination of our
company with another entity. The reverse split, however, is not being
proposed in response to any effort of which we are aware to accumulate shares of
our common stock or to obtain control of us.
Fractional
Shares
Each
share of our common stock issued and outstanding immediately prior to effective
time of the reverse stock split, will be, automatically and without any action
on the part of our stockholders, converted into and reconstituted into a
fraction of a share of our common stock. However, we will not
cash-out any of our stockholders as a result of the reverse split. In
the event the reverse split results in a fractional share, we will round up and
issue a whole share to the affected stockholder.
Effective
Date of the Reverse Stock Split
If the
reverse split is approved by our stockholders, we will file a certificate with
the Nevada Secretary of State setting forth the amendment to our articles of
incorporation and the vote by which the amendment was adopted. The
reverse split will become effective on the date such certificate is
filed. Beginning on the effective date, each certificate representing
pre-reverse split shares will be deemed for all corporate purposes to evidence
ownership of post-reverse split shares.
Certain
Federal Income Tax Consequences of a Reverse Stock Split
The
following summary of certain material federal income tax consequences of the
reverse split does not purport to be a complete discussion of all of the
possible federal income tax consequences and is included for general information
only. Further, it does not address any state, local, foreign or other
income tax consequences, nor does it address the tax consequences to
stockholders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies, foreign
entities, nonresident alien individuals, broker-dealers and tax-exempt
entities. The discussion is based on the United States federal income
tax laws as of the date of this consent solicitation statement. Such
laws are subject to change retroactively as well as
prospectively. This summary also assumes that the shares of common
stock are held as "capital assets," as defined in the Internal Revenue Code of
1986, as amended (i.e., generally, property held for investment). The
tax treatment of a stockholder may vary depending on the facts and circumstances
of such stockholder. EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH
STOCKHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE
REVERSE SPLIT.
No gain
or loss should be recognized by a stockholder upon the stockholder's exchange of
shares pursuant to the reverse split. The aggregate tax basis of the
shares received in the reverse split will be the same as the stockholder's
aggregate tax basis in the shares exchanged. The stockholder's
holding period for the shares received in the reverse split will include the
period during which the stockholder held the shares surrendered as a result of
the reverse split. Our views regarding the tax consequences of the
reverse split are not binding upon the Internal Revenue Service or the courts,
and there is no assurance that the Internal Revenue Service or the courts would
accept the positions expressed above. The state and local tax
consequences of the reverse split may vary significantly as to each stockholder,
depending on the state in which such stockholder resides.
We will
not recognize any gain or loss as a result of the reverse split.
Accounting
Consequences
The par
value of our common stock would remain unchanged at $0.001 per share after the
reverse split. However, the common stock as designated on our balance
sheet would be adjusted downward in respect of the shares of the new common
stock to be issued in the reverse split such that the common stock would become
an amount equal to the aggregate par value of the shares of new common stock
being issued in the reverse split, and that the additional paid in capital as
designated on our balance sheet would be increased by an amount equal to the
amount by which the common stock was decreased. Additionally, net
income (loss) per share would increase proportionately as a result of the
reverse split since there will be a lower number of shares
outstanding.
No
Appraisal Rights
Neither
Nevada law nor our articles of incorporation or bylaws provide our stockholders
with dissenters' or appraisal rights in connection with this
proposal.
Required
Vote
Approval
of an amendment to our articles of incorporation to effect a reverse stock split
requires the affirmative vote of the holders of a majority of the outstanding
shares of common stock. As a result, abstentions and broker non-votes
will have the same effect as negative votes.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders give their "CONSENT" to this
proposal.
PROPOSAL
2
APPROVAL
AND ADOPTION OF
AN
AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
General
In this
proposal, we are asking you to approve an increase in our authorized shares of
capital stock. Our articles of incorporation currently provide for
authorized capital stock consisting of 260,000,000 shares, consisting of
250,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share.
As of
September 25, 2008, we had 52,222,034 shares of common stock issued and
outstanding. We did not have any outstanding options or warrants to
acquire shares of common stock. Accordingly, we have an aggregate of
52,222,034 shares of common stock either issued and outstanding or reserved for
issuance under outstanding options and warrants, which represents approximately
21% of the total 250,000,000 shares of currently authorized common
stock.
Our board
of directors believes that it is necessary and prudent to amend our articles of
incorporation to increase our authorized shares of common stock from 250,000,000
to 900,000,000 shares to allow us to issue additional shares of common stock for
the purposes described below, and for any other lawful
purpose. Accordingly, on October 2, 2008, our board of directors
unanimously approved, subject to stockholder approval, an amendment to our
articles of incorporation to increase the number of authorized shares of capital
stock from 260,000,000 shares to 1,000,000,000 shares, consisting of 900,000,000
shares of common stock, par value $0.001 per share, and 100,000,000 shares of
preferred stock, par value $0.001 per share. We have no current intention or
commitment to issue an amount of shares in excess of the 260,000,000 shares
currently authorized.
An
amendment of our articles of incorporation will be required to effect the
proposed increase in our authorized shares of capital stock.
Appendix B
to this
proxy statement sets forth the text of the form of the certificate of amendment
of articles of incorporation if the increase in our authorized shares of capital
stock is approved.
Appendix C
to this
proxy statements sets forth the text of the form of the certificate of amendment
of articles of incorporation if both the reverse stock split (which is proposal
number 1) and the increase in our authorized shares of capital stock are
approved. In each case, such text is subject to revision for such changes as may
be required by the Nevada Secretary of State and other changes consistent with
the proposals that we may deem necessary or appropriate.
Purpose
and Effect of the Amendment
As
explained in more detail below, our board of directors believes that an increase
in our authorized capital stock will provide us with the flexibility to meet
business needs as they arise, to take advantage of favorable opportunities and
to respond to a changing corporate environment. We have no plans,
proposals or arrangements, written or otherwise, at this time to issue any of
the additional available authorized shares of capital stock if this proposal is
approved.
The
increased reserve of shares available for issuance would give us the flexibility
of using common stock to raise capital and/or as consideration in acquiring
other businesses. We are continuously seeking opportunities to add
more expertise and proprietary products and services to further enhance our core
capabilities through additional acquisitions of businesses. Such
acquisitions may be effected using shares of common stock or other securities
convertible into common stock and/or by using capital that may need to be raised
by selling such securities. The current number of available
authorized shares of common stock limits our ability to effect acquisitions of
businesses using shares of our common stock or issuing shares to raise capital
to fund such acquisitions or for other purposes. We do not have any
agreement, arrangement or understanding at this time with respect to any
specific acquisition for which the authorized shares would be
issued.
The
increased reserve of shares available for issuance may also be used to
facilitate public or private financings. If required operating funds
cannot be generated by operations, we may need to, among other things, issue and
sell unregistered common stock, or securities convertible into common stock, in
private transactions. We have no plans or agreements in place for any
financing at this time. Such transactions might not be available on terms
favorable to us, or at all. We may sell common stock at prices less
than the public trading price of the common stock at the time, and we may grant
additional contractual rights to purchase the common stock not available to
other holders of common stock, such as warrants to purchase additional shares of
common stock or anti-dilution protections.
In
addition, the increased reserve of shares available for issuance may be used for
our equity incentive plans for grants to our employees, consultants and
directors, and those of our subsidiaries. Our board of directors
believes that it is critical to incentivize our officers and employees, and
those of our subsidiaries, to increase our revenues and profitability, and as a
result, our market value, through equity incentive awards. Such equity incentive
plans may also be used to attract and retain employees or in connection with
potential acquisitions as we grants options to the employees of the acquired
companies. Our board of directors believes that our ability to achieve our
growth strategy may be impaired without additional shares of authorized common
stock that could be used to provide such equity incentives.
The
flexibility of our board of directors to issue additional shares of common stock
could also enhance our ability to negotiate on behalf of our stockholders in a
takeover situation. The authorized but unissued shares of common
stock could be used by our board of directors to discourage, delay or make more
difficult a change in the control of our company. For example, such
shares could be privately placed with purchasers who might align themselves with
our board of directors in opposing a hostile takeover bid. The
issuance of additional shares could serve to dilute the stock ownership of
persons seeking to obtain control and thereby increase the cost of acquiring a
given percentage of the outstanding stock. Stockholders should
therefore be aware that approval of this proposal could facilitate future
efforts by our board of directors to deter or prevent changes in control of our
company, including transactions in which the stockholders might otherwise
receive a premium for their shares over then current market prices.
The
availability of additional shares of common stock is particularly important in
the event that our board of directors needs to undertake any of the foregoing
actions on an expedited basis and therefore needs to avoid the time (and
expense) of seeking stockholder approval in connection with the contemplated
action. If this proposal is approved by the stockholders and the
reverse stock split is effected, our board of directors does not intend to
solicit further stockholder approval prior to the issuance of any additional
shares of common stock, except as may be required by applicable law or
rules.
If this
proposal is approved, the additional authorized but unissued shares of common
stock may generally be issued from time to time for such proper corporate
purposes as may be determined by our board of directors, without further action
or authorization by our stockholders, except for some limited circumstances
where stockholder approval is required by law or the listing standards of any
stock exchange on which our common stock may be listed at such
time.
The
possible future issuance of shares of equity securities consisting of common
stock or securities convertible into common stock could affect our current
stockholders in a number of ways, including the following:
|
|
·
|
diluting
the voting power of the current holders of common
stock;
|
|
|
·
|
diluting
the market price of the common stock, to the extent that the shares of
common stock are issued and sold at prices below current trading prices of
the common stock, or if the issuance consists of equity securities
convertible into common stock, to the extent that the securities provide
for the conversion into common stock at prices that could be below current
trading prices of the common stock;
|
|
|
·
|
diluting
the earnings per share and book value per share of the outstanding shares
of common stock; and
|
|
|
·
|
making
the payment of dividends on common stock potentially more
expensive.
|
In
addition, if this proposal is approved, the increased proportion of authorized
but unissued shares of our common stock to issued and outstanding shares thereof
could, under certain circumstances, have an anti-takeover effect. For
example, such a change could permit future issuances of our common stock that
would dilute the stock ownership of a person seeking to effect a change in
composition of our board of directors or contemplating a tender offer or other
transaction for the combination of our company with another
entity. The increase in our authorized capital stock, however, is not
being proposed in response to any effort of which we are aware to accumulate
shares of our common stock or to obtain control of us.
No
Appraisal Rights
Neither
Nevada law nor our articles of incorporation or bylaws provide our stockholders
with dissenters' or appraisal rights in connection with this
proposal.
Required
Vote
Approval
of an amendment to our articles of incorporation to increase our authorized
capital stock requires the affirmative vote of the holders of a majority of the
outstanding shares of common stock. As a result, abstentions and
broker non-votes will have the same effect as negative votes.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders give their "CONSENT" to this
proposal.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS
As of
September 25, 2008, we had 52,222,034 shares of common stock
outstanding. The following table sets forth information regarding the
beneficial ownership of our common stock as of that date with respect to (i) our
named executive officers and directors; (ii) our named executive officers and
directors as a group; and (iii) all persons which we, pursuant to filings with
the SEC and our stock transfer record by each person or group, know to own more
than 5% of the outstanding shares of our common stock. Under SEC
rules, a person (or group of persons) is deemed to be a "beneficial owner" of a
security if he or she, directly or indirectly, has or shares the power to vote
or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A
person is also deemed to be a beneficial owner of any security, which that
person has the right to acquire within 60 days, such as warrants or options to
purchase shares of our common stock.
Unless
otherwise noted, each person has sole voting and investment power over the
shares indicated below subject to applicable community property
law. Each stockholder, unless otherwise indicated, may be contacted
at our corporate offices unless otherwise indicated in the footnotes
below. Unless otherwise stated in the table below, the address of
each beneficial owner is Satellite Security Corporation, 3328 Granada Ave, San
Diego, California 92104.
|
Name
and Address of Beneficial Owner
|
|
Amount
of Shares Beneficially Owned
|
|
Percent
of
Class
|
|
Named
Executive Officers and Directors
|
|
|
|
|
|
Sung
Hwan Park, Chairman (1)
|
|
2,000,000
|
|
3.8%
|
|
Michael
Levinsohn, Director and Chief Executive Officer
|
|
1,000,000
|
|
1.9%
|
|
Kyung
Hoon Ahn, Chief Executive Officer of Mobicom Korea Ltd.
(2)
|
|
2,200,000
|
|
4.2%
|
|
Young
Jae Lee, Director (3)
|
|
3,900,000
|
|
7.5%
|
|
Zirk
Engelbrecht (4)
|
|
2,717
|
|
0.0%
|
|
All
directors and named executive officers as a group (five
persons)
|
|
9,102,717
|
|
17.4%
|
|
|
|
|
|
|
|
5%
Stockholders
|
|
|
|
|
|
Young
Jae Lee
|
|
3,900,000
|
|
7.5%
|
|
Jeon
Seong Yong (5)
|
|
2,982,000
|
|
5.7%
|
Pacific
Horizon Holdings Co., Ltd. (6)
|
|
2,632,208
|
|
5.0%
|
|
|
|
|
|
|
|
(1)
This stockholder may be contacted at Jamwon 63-2 Shimbanpo Chunggu Apt.
101-506, Secho-gu, Seoul, Korea.
|
|
(2)
This stockholder may be contacted at Yeoksam-Dong 685-19, Kangnam-gu,
Seoul, Korea.
|
|
(3)
This stockholder may be contacted at Lake Place 133-701 Jamsil-Dong 44,
Songpa-Gu, Seoul, Korea.
|
|
(4)
Mr. Engelbrecht served as our chief executive officer until December 31,
2007.
|
|
(5)
This stockholder may be contacted at Daelim Apt. 2-507, Jamwon-dong,
Seocho-gu, Seoul, Korea.
|
|
(6)
This stockholder may be contacted at Younhji Bldg. 3 Fl. Chungdam-dong
Gangnam-gu, Seoul,
Korea
|
CHANGE
IN CONTROL
On
December 31, 2007, we completed a share exchange transaction in which we
acquired all of the issued and outstanding capital stock of AIMMS Co., Ltd., a
Korean corporation, or "
AIMMS
," from AIMMS'
stockholders in exchange for our issuance of 50,000,000 shares of our common
stock to the AIMMS' stockholders pursuant to the terms of the share exchange
agreement dated November 27, 2007. In connection with the share
exchange, there was a change of control as result of the issuance of the
50,000,000 shares of our common stock, which represented 96% of our outstanding
common stock immediately following such issuance. In addition, in
connection with the share exchange, we appointed Sung Hwan Park, Young Jae Lee,
Kyung Hoon Ahn and Michael Levinsohn, to our board of directors, effective as of
January 8, 2008, which immediately following such appointment represented a
majority of our board of directors. The AIMMS stockholders, directly
or indirectly, as of September 25, 2008, beneficially own 42,000,000 shares of
our outstanding common stock, or 80.4% of our outstanding common
stock.
SHAREHOLDER
PROPOSALS
The
deadline for submitting shareholder proposals for inclusion in our proxy
statement and form of proxy for the next annual meeting of shareholders is
December 31, 2008. Proposals received after December 31, 2008 will be
considered untimely. In addition, the acceptance of such proposals is
subject to SEC guidelines.
HOUSEHOLDING
OF PROXY MATERIALS
The SEC
has adopted rules that permit companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by delivering a
single proxy statement addressed to those stockholders. This process,
which is commonly referred to as "householding," potentially means extra
convenience for stockholders and cost savings for companies.
This
year, a number of brokers with account holders who are our stockholders will be
"householding" our proxy materials. A single proxy statement will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once
you have received notice from your broker that they will be "householding"
communications to your address, "householding" will continue until you are
notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in "householding" and would prefer to receive
a separate proxy statement and annual report, please notify your broker, direct
your written request to Mobicom Corporation, Corporate Secretary, 3328 Granada
Avenue, San Diego, CA 92104 or contact Mobicom Corporation at (949)
253-5858. Stockholders who currently receive multiple copies of the
proxy statement at their address and would like to request "householding" of
their communications should contact their broker.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the information and reporting requirements of the Securities Exchange
Act of 1934 and in accordance with that act, we file periodic reports, documents
and other information with the SEC relating to our business, financial
statements and other matters. These reports and other information may
be inspected and are available for copying at the offices of the SEC,
100 F. Street NE, Washington, DC 20549 or may be
accessed at www.sec.gov.
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
|
October
14, 2008
|
|
|
San
Diego, CA
|
Michael
Levinsohn, Chief Executive Officer and
Director
|
APPENDIX
A
Proposed
Amendment to Articles of Incorporation
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name
of corporation: Mobicom Corporation
2. The
articles have been amended as follows (provide article numbers, if
available):
Article 3
of the Articles of Incorporation is hereby amended to read as
follows:
(a) The
Corporation is authorized to issue a total of Two Hundred Sixty Million
(260,000,000) shares of capital stock. Two Hundred Fifty Million (250,000,000)
shares shall be designated “Common Stock” with a par value of $0.001 per share
and Ten Million (10,000,000) shares shall be designated “Preferred Stock” with a
par value of $0.001 per share.
(b) The
Preferred Stock may be divided into such number or series as the Board of
Directors may determine. The Board of Directors is authorized to determine and
alter the rights, preferences and privileges granted to and imposed upon any
wholly unissued series of Preferred Stock, and to fix the number of shares of
any series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that
series.
Upon
filing of this Certificate of Amendment with the Secretary of State a
five-for-one reverse split of the outstanding shares of common stock shall be
effectuated, wherein the holders of the issued and outstanding shares of common
stock shall receive one share of common stock of the corporation for each five
shares of common stock of the corporation such holder holds with fractional
shares resulting from such reverse split to be rounded up to the nearest whole
share.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in
favor of the amendment is:
%
|
4.
|
Effective
date of filing (optional):
|
|
|
|
|
|
|
5.
|
Officer
Signature (required):
|
|
APPENDIX
B
Proposed
Amendment to Articles of Incorporation
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name
of corporation: Mobicom Corporation
2. The
articles have been amended as follows (provide article numbers, if
available):
Article 3
of the Articles of Incorporation is hereby amended to read as
follows:
(a) The
Corporation is authorized to issue a total of One Billion (1,000,000,000) shares
of capital stock. Nine Hundred Million (900,000,000) shares shall be designated
“Common Stock” with a par value of $0.001 per share and One Hundred Million
(100,000,000) shares shall be designated “Preferred Stock” with a par value of
$0.001 per share.
(b) The
Preferred Stock may be divided into such number or series as the Board of
Directors may determine. The Board of Directors is authorized to determine and
alter the rights, preferences and privileges granted to and imposed upon any
wholly unissued series of Preferred Stock, and to fix the number of shares of
any series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that
series.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in
favor of the amendment is:
%
|
4.
|
Effective
date of filing (optional):
|
|
|
|
|
|
|
5.
|
Officer
Signature (required):
|
|
APPENDIX
C
Proposed
Amendment to Articles of Incorporation
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name
of corporation: Mobicom Corporation
2. The
articles have been amended as follows (provide article numbers, if
available):
Article 3
of the Articles of Incorporation is hereby amended to read as
follows:
(a) The
Corporation is authorized to issue a total of One Billion (100,000,000) shares
of capital stock. Nine Hundred Million (900,000,000) shares shall be designated
“Common Stock” with a par value of $0.001 per share and One Hundred Million
(100,000,000) shares shall be designated “Preferred Stock” with a par value of
$0.001 per share.
(b) The
Preferred Stock may be divided into such number or series as the Board of
Directors may determine. The Board of Directors is authorized to determine and
alter the rights, preferences and privileges granted to and imposed upon any
wholly unissued series of Preferred Stock, and to fix the number of shares of
any series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that
series.
Upon
filing of this Certificate of Amendment with the Secretary of State a
five-for-one reverse split of the outstanding shares of common stock shall be
effectuated, wherein the holders of the issued and outstanding shares of common
stock shall receive one share of common stock of the corporation for each five
shares of common stock of the corporation such holder holds with fractional
shares resulting from such reverse split to be rounded up to the nearest whole
share.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in
favor of the amendment is:
%
|
4.
|
Effective
date of filing (optional):
|
|
|
|
|
|
|
5.
|
Officer
Signature (required):
|
|
WRITTEN
CONSENT SOLICITED
ON
BEHALF OF THE BOARD OF DIRECTORS
OF
MOBICOM CORPORATION
THIS
CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED.
IN THE ABSENCE OF ANY DIRECTION, THIS CONSENT WILL BE VOTED FOR EACH
PROPOSAL.
1. Proposal
to approve the terms of the five-for-one reverse split of the shares of
outstanding common stock of Mobicom Corporation:
[MARK ONLY ONE OF THE FOLLOWING
THREE BOXES]
¨
CONSENT /
FOR
¨
WITHHOLD
CONSENT / AGAINST
¨
ABSTAIN
2. Proposal
to approve the increase of the number of our authorized shares of capital stock
from 260,000,000 to 1,000,000,000, which would be divided into 900,000,000
shares of common stock and 100,000,000 shares of preferred
stock:
[MARK ONLY
ONE OF THE FOLLOWING THREE BOXES]
¨
CONSENT /
FOR
¨
WITHHOLD
CONSENT / AGAINST
¨
ABSTAIN
3. The
undersigned represents that the undersigned owns the following number of shares
of common stock of Mobicom Corporation (please insert number):
______________________________________.
Please
sign exactly as the name or names appear on your stock
certificate(s). If the shares are issued in the names of two or more
persons, all such persons should sign the consent form. A consent
executed by a corporation should be signed in its name by its authorized
officers. Executors, administrators, trustees, and partners should indicate
their titles when signing.
|
Date:
|
|
|
,
2008
|
|
|
|
|
|
|
Stockholder
Name (printed):
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
Title
(if applicable):
|
|
|
|
|
|
|
|
Signature
(if held jointly):
|
|
|
|
|
|
|
|
Title
(if applicable):
|
|
|
IMPORTANT: PLEASE
COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT PROMPTLY AND FAX IT TO
619-568-3148 OR RETURN IT IN THE ENCLOSED ENVELOPE