SCOOP, INC.
Cyberia House
Church Street, Basingstoke
Hampshire RG21 7QN
United Kingdom
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
IN CONNECTION WITH TRANSACTION
This statement is being mailed on or about March 7, 2000 to holders of
record on March 3, 2000 (the "Record Date") of shares of common stock, par value
$.001 per share (the "Common Stock"), of Scoop, Inc., a Delaware corporation
(the "Company"). This statement is being furnished in connection with a change
in the majority of the board of directors of the Company as a result of the
transaction described below.
THIS STATEMENT IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NO
PROXIES ARE BEING SOUGHT HEREBY AND STOCKHOLDERS ARE NOT BEING ASKED TO TAKE ANY
ACTION IN CONNECTION HEREWITH.
As of the Record Date, there were 66,795,457 shares of the Company's Common
Stock outstanding, being the only class of voting securities outstanding that
would be entitled to vote for directors at a stockholder meeting if one were to
be held. Each share of Common Stock is entitled to one vote.
DESCRIPTION OF TRANSACTION
As previously reported by the Company in its Quarterly Report on Form 10QSB
for the quarterly period ended June 30, 1998 (filed August 14, 1998),
incorporated herein by this reference, on July 31, 1998, the Company filed a
voluntary petition commencing a case under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Central District
of California (the "Bankruptcy Court") as Case No. SA 98-20799 RA. On April 23,
1999, the Company entered into a Stock Purchase Agreement, (the "Stock Purchase
Agreement"), with InfiniCom AB (publ), a company organized and existing under
the laws of the Kingdom of Sweden ("InfiniCom"), pursuant to which InfiniCom
agreed to acquire such number of newly issued shares of Common Stock which in
the aggregate would represent approximately 91% of the issued and outstanding
Common Stock on a fully diluted basis (the "Acquired Shares") in exchange for
100% of the issued and outstanding ordinary shares of 0.10 Pound Sterling each
(the "24STORE Stock") of 24STORE.com Limited, a company incorporated under the
laws of England and Wales ("24STORE"). As additional consideration for
InfiniCom's acquisition of the Acquired Shares (the "Acquisition"), and as an
incentive for the creditors of the Company to approve and support the foregoing
transaction as a part of the bankruptcy process, InfiniCom paid the sum of
$225,000, plus interest thereon, to the Company to be used for payment to
holders of all allowed general unsecured claims to the extent that the
bankruptcy estate of the Company was insufficient to pay in full the allowed
amount. Under the terms of the Stock Purchase Agreement, InfiniCom agreed to pay
an additional sum of up to $125,000 to the Company to reimburse the Company for
certain transaction costs associated with the negotiation, documentation and
consummation of the Acquisition.
On July 23, 1999, the Company filed its Second Amended Plan of
Reorganization (the "Plan") and a related Second Amended Disclosure Statement
(the "Disclosure Statement") with the Bankruptcy Court. The Plan contemplated
that upon its confirmation the Acquisition would be consummated and the
Disclosure Statement contained material information concerning InfiniCom and
24STORE. By an order dated August 5, 1999, the Bankruptcy Court approved the
Disclosure Statement as containing adequate information and the Disclosure
Statement and the Plan were then distributed to the Company's creditors and
shareholders for approval, which was subsequently obtained. As previously
announced by the Company in a press release dated October 1, 1999, on September
30, 1999 the Plan was confirmed by order of the Bankruptcy Court (the
"Confirmation Order"). Pursuant to the Confirmation Order, the Bankruptcy Court
approved the Plan and the Stock Purchase Agreement on October 5, 1999.
As of December 7, 1999, in accordance with the Plan and the Stock Purchase
Agreement, as modified by the Agreement dated as of November 1, 1999 between the
Company and InfiniCom, InfiniCom had acquired from the Company a total of
60,783,219 shares of Common Stock in exchange for the 24STORE Stock (the
"Closing"). The aggregate amount of Common Stock acquired by InfiniCom
represents approximately 91% of the 66,795,457 shares of Common Stock issued and
outstanding immediately following the Closing. Following the Closing, InfiniCom
transferred a total of 2,231,658 shares of Common Stock to lenders in accordance
with financing arrangements previously entered into by InfiniCom in order to
raise working capital, resulting in an ownership of the Company by InfiniCom of
approximately 88%.
Effective as of January 14, 2000, Rand Bleimeister, the then sole remaining
director of the Company, resigned as a director. As of such date, the Company
did not have any serving directors or officers. On the date of this information
statement, by way of written consent in lieu of a shareholders' meeting,
InfiniCom, as majority shareholder of the Company, elected Larsake Sandin,
Lennart Orkan and Akbar Seddigh as directors of the Company. The foregoing
change in the composition of the Board has resulted in a change in control of
the Company.
NEW DIRECTORS
The following table sets forth certain information with respect to each of
the persons who has become a director of the Company on the date hereof in
connection with the consummation of the transactions described above.
Immediately prior to the election of the following new directors, the Company
did not have any serving directors.
NAME AGE POSITION
Larsake Sandin 50 Director, Chairman
Lennart Orkan, Ph.D. 55 Director
Akbar Seddigh 56 Director
The business experience of the new directors is as follows:
NAME BUSINESS EXPERIENCE
Larsake Sandin Larsake Sandin, Chairman of the Board, has approx-
imately twenty-five (25) years of experience in the
information technology field as founder, director and
manager of several companies in Sweden, the United Kingdom
and the United States. Mr. Sandin is currently the
Founding Director and a Business Consultant of Acom CMC
Ltd in London, the Founding Director of The Server Group
in Scandinavia Stockholm, also located in London, the
Chairman of the Board of Ergonomic Office Systems AS, 24IT
AB and InfiniCom AB, the majority shareholder of Scoop,
Inc. From 1976 until 1989, Mr. Sandin served as Business
Manager of AB Programator, a company located in Stockholm.
From 1989 until 1991, Mr. Sandin was the Managing Director
of Philips Tele & Data Systems, a subsidiary of Philips
Norden AB of Stockholm, in which capacity Mr. Sandin
accomplished a significant restructuring of the company.
From 1992 until 1995, Mr. Sandin was employed by Digital
Equipment Corporation, where he was the Director of Retail
Banking Worldwide in Boston, the Director of Financial
Industry Expertise Center Europe in London, and the
Director of Retail Banking Europe in Stockholm. In
addition to his employment experience, Mr. Sandin has been
and continues to be a director of many publicly and
privately held companies in Sweden. In the past, Mr.
Sandin was the Chairman of the Board of Philips Radio
Communications AS, Digital Equipment BCFI AB, Rostvold AS
and Ericsson-Programatic AB.
Lennart Orkan, Ph.D. Lennart Orkan, Director, has approximately twenty-six (26)
years experience in business and banking. Currently, Mr.
Orkan is the President and CEO of Strator B.D.N.
International AB, a company based in Sweden which provides
consulting services to public and private companies on
mergers and acquisitions, recapitalization, and other
forms of corporate reorganization. The Strator Group has
subsidiary companies and affiliates in North America and
in a number of European countries. Mr. Orkan is also the
founder and the majority owner of the company. Since 1980,
Mr. Orkan has been the Chairman of the Board and/or a
Board Member of approximately 50 medium-sized and large
Scandinavian and foreign private corporations. From 1974
until 1980, Mr. Orkan was the head of the two largest
departments of the Swedish Savings Bank Association in
addition to being the General Manager of the Swedish
Savings Banks Institute and the vice-Chairman of the
International Savings Bank Institute in Geneva,
Switzerland. From 1980 until 1984, Mr. Orkan was the
General Manager of Lantbrukets Utredningsinstitut, the
Swedish Institute for Agro-Business Development and
Research, a highly respected research institute and
consulting group for economic studies and business
development services. From 1984 until 1985, Mr. Orkan
served as the President and CEO of the Cooperative Bank of
Sweden West, the largest cooperative bank in Sweden. From
1985 until 1988, Mr. Orkan was the President and CEO of
Praktikertjanst AB, the dominating group in the areas
of private health and dental care and medical technical
services in Scandinavia.
Akbar Seddigh Akbar Seddigh, Director, has approximately twenty-five
(25) years experience in the business field. Currently,
Mr. Seddigh is the Chairman of the Board and President of
Ortivus US, Inc.; the Chairman of the Board of ELEKTA AB,
Cascade Computing AB, Neoventa AB and Samba Sensor AB; and
Board Member of Nordbanken, Taby, Affarsstrategerna AB,
Artimplant AB, and Minidoc AB in addition to other
responsibilities. From 1976 through 1981, Mr. Seddigh
worked as the chief Executive Officer of a subsidiary of
The Swedish Atomic Energy. In 1985, Mr. Seddigh founded
Ortivus AB and acted as Chief Executive Officer of the
company until November, 1999. Since November, 1999 Mr.
Seddigh has acted as Vice Chairman in addition to his role
on the Board of Directors of the company. Ortivus AB was
listed on the Stockholm Stock Exchange in January, 1997
and deals in devising new medical concepts including
Myocardial Ischemia Dynamic Analysis (MIDA) and
telemedicine (Mobimed).
STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES
At present, the Board of Directors has no standing audit, nominating or
compensation committees or committees performing similar functions.
LEGAL PROCEEDINGS
The Company is not a party to any pending or to the best of its knowledge,
any threatened legal proceedings. No director, officer or affiliate of the
Company, or owner of record or of more than five percent (5%) of the securities
of the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company did not hold any meetings during the
last fiscal year.
CHANGE IN CONTROL
The Company is not aware of any existing arrangements which may result in a
change in control of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the directors and executive officers of the Company and persons who beneficially
own more than ten percent of the Company's Common Stock (collectively, the
"Reporting Persons") to report their ownership of and transactions in the
Company's Common Stock to the Securities and Exchange Commission (the
"Commission"). Copies of these reports are also required to be supplied to the
Company. To the Company's knowledge, during the fiscal year ending December 31,
1999 the Reporting Persons complied with all applicable Section 16(a) reporting
requirements, except that InfiniCom, who became an owner of more than ten
percent of the Company's Common Stock during such fiscal year, failed to file a
report on Form 3 on a timely basis. InfiniCom will file its Form 3 promptly upon
the filing of this information statement.
EXECUTIVE COMPENSATION
Summary Compensation Table.
The following table sets forth compensation earned, whether paid or
deferred, during the fiscal years ended December 31, 1999, 1998 and 1997 by the
Company's Chief Executive Officer and the Executive Officers of the Company
whose compensation was $100,000 or greater during the fiscal year ended December
31, 1999 (collectively, the "Named Executive Officers").
<TABLE>
Annual Long-Term Compensation
Compensation (1) Awards
------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Restricted Securities All Other
Salary Bonus Stock Underlying Compensation
Name and Principal Position Year ($) ($) Awards ($) Options (#) ($)
Rand Bleimeister(2) Chairman of 1999 $ 3,741 $ -- $ -- $ -- $ --
the Board, 1998 132,695 -- -- -- --
Chief Executive 1997 56,344 -- -- 350,000 --
Officer and
Chief Financial
Officer
</TABLE>
(1) No executive officer received compensation of $100,000 or greater during
the fiscal year ended December 31, 1999.
(2) Mr. Bleimeister joined the Company on September 2, 1997 and thus his
compensation for 1997 reflects a partial year of service. As the Company
commenced its Chapter 11 proceedings in July of 1998, Mr. Bleimeister's
compensation for 1998 reflects a partial year of service. However, during
the latter half of 1998 and during 1999 Mr. Bleimeister was compensated at
the hourly rate of $125 for the first 10 hours of the week and $105 per
hour for any hour over ten for services rendered in connection with the
Chapter 11 case. Thus, Mr. Bleimeister's 1998 salary reflects his partial
salary plus the consulting fees earned throughout the remainder of the
year. Mr. Bleimeister resigned from all positions with the Company on
January 14, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant any options during the last fiscal year.
EMPLOYMENT AGREEMENTS
The Company is not currently a party to any employment agreements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date,
concerning the Common Stock of the Company beneficially owned (i) by each
director and each Named Executive Officer of the Company, (ii) by all directors
and executive officers of the Company as a group and (iii) by each stockholder
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock. The beneficial owners named have, to the knowledge of
the Company, sole voting and dispositive power with respect to the shares
beneficially owned, subject to community property laws where applicable.
Shares Beneficially Owned
Name Shares Percent
- ---- ------ -------
InfiniCom AB (publ)
Gustavslundsvagen 151A
S-16751 Bromma
Sweden.................................... 58,551,561 87.66
Rand Bleimeister
1800 Century Park East
Los Angeles, California 90067............. 59,626 0.09
Larsake Sandin
Frensham Court, Summerfield Lane
Surrey GU10 3AN
England................................... 0 0
Lennart Orkan
Foreningsvagen 2
SE-13237 Saltsjo-Boo
Sweden.................................... 0 0
Akbar Seddigh
Centralvagen 18
18357 Taby
Sweden.................................... 0 0
All executive officers and
directors as a group (4 persons).......... 59,626 0.09
The following table sets forth information, as of the Record Date,
concerning the common stock of InfiniCom beneficially owned (i) by each director
and each Named Executive Officer of the Company, (ii) by all directors and
executive officers of the Company as a group and (iii) by each stockholder known
by the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock. The beneficial owners named have, to the knowledge of the Company,
sole voting and dispositive power with respect to the shares beneficially owned,
subject to community property laws where applicable.
Shares Beneficially Owned
Name Shares Percent
InfiniCom AB (publ)
Gustavslundsvagen 151A
S-16751 Bromma
Sweden.................................... N/A N/A
Rand Bleimeister
1800 Century Park East
Los Angeles, California 90067............. 0 0
Larsake Sandin
Frensham Court, Summerfield Lane
Surrey GU10 3AN
England................................... 199,999 1.48
Lennart Orkan
Foreningsvagen 2
SE-13237 Saltsjo-Boo
Sweden.................................... 0 0
Akbar Seddigh
Centralvagen 18
18357 Taby
Sweden.................................... 0 0
All executive officers and directors
as a group (4 persons).................... 199,999 1.48
SUBMITTED BY:
/s/Larsake Sandin
- -------------------------
Larsake Sandin
Chairman of the Board
