SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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
ADATOM.COM, 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 14-c5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies: Common Stock, $.01 Par Value
(2) Aggregate number of securities to which transaction applies:
N/A
(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: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] 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: N/A
(2) Form, Schedule or Registration Statement No.: Schedule 14C
(3) Filing Party: Adatom.com, Inc.
(4) Date Filed: December 22, 1999
<PAGE>
ADATOM.COM, INC.
920 Hillview Court
Suite 160
Milpitas, California 95035
December 21, 1999
INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of
Adatom.com, Inc. (the "Company") commencing on or about January 6, 2000, in
connection with the previous approval of the corporate actions referred to below
by certain stockholders of the Company. Accordingly, all necessary corporate
approvals in connection with the matters referred to herein have been obtained,
and this Information Statement is furnished solely for the purpose of informing
stockholders, in the manner required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of these corporate actions before they take
effect. The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on January
6, 2000. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
BACKGROUND
Pursuant to the terms of the Amended and Restated Escrow Agreement
dated as of July 31, 1997 (the "Escrow Agreement") between the Company, American
Stock Transfer & Trust Company (the "Escrow Agent"), and certain stockholders of
the Company (the "Escrow Stockholders"), an aggregate of 900,000 shares of
common stock of the Company are held under the Escrow Agreement. The Escrow
Agreement was entered into in connection with the Company's initial public
offering in 1997. The Escrow Stockholders are pre-IPO stockholders of the
Company who placed, on a pro rata basis, a portion of their shares into escrow
pending the Company's attainment of certain earnings thresholds or per share
stock price thresholds. To date, none of such thresholds has been met and the
Escrow Agreement will terminate by its terms in October 2000.
The Escrow Agreement can be terminated prior to its termination date by
the approval of stockholders owning at least two-thirds of the outstanding
shares of common stock, other than shares held by the Escrow Stockholders. In
connection with the merger of Adatom, Inc. into the Company, the Company and the
Escrow Stockholders entered into a Termination Agreement (the "Termination
Agreement") pursuant to which, subject to approval of stockholders as set forth
in the preceding paragraph, the Escrow Agreement shall be terminated and 80
percent of the shares of stock subject to the Escrow Agreement shall be canceled
and the remaining 20 percent of the shares held in escrow, or 180,000 shares,
shall be released from the escrow without any further restriction. The
Termination Agreement was voted on by the pre-merger stockholders of the Company
at the time the merger was approved but failed to carry the required
supermajority vote. In that event, the management stockholders of Adatom, Inc.
agreed prior to the merger to vote their shares of the Company after the merger
in favor of the Termination Agreement
<PAGE>
ACTION TAKEN
On January 6, 2000, the holders of approximately 70% of the outstanding
shares of common stock, other than shares held by the Escrow Stockholders,
consented in writing without a meeting to the termination of the Escrow
Agreement pursuant to the terms of the Termination Agreement. As a result, no
further votes will be needed. The stockholder consent with respect to the
matters described herein will take effect 20 days after the mailing of this
Information Statement or on such later date as may be specified by the Board of
Directors of the Company.
The Company believes that this corporate action will not have any
adverse effect on its business and operations, and expects to continue such
business and operations as they are currently being conducted.
NO DISSENTERS' RIGHTS
The corporate action described in this Information Statement will not
afford to stockholders the opportunity to dissent from the actions described
herein or to receive an agreed or judicially appraised value for their shares.
INTEREST OF CERTAIN PERSONS IN THE ACTIONS DESCRIBED HEREIN
Neal J. Polan, a member of the Board of Directors of the Company, is
one of the Escrow Stockholders and is the beneficial owner of 162,000 shares
held pursuant to the Escrow Agreement. Upon the termination of the Escrow
Agreement, 32,400 of such shares shall be released to Mr. Polan and the
remaining 129,600 shares will be canceled.
BENEFICIAL OWNERSHIP
As of January 6, 2000, there are 14,456,519 shares of Common Stock
outstanding. The following table sets forth certain information as of such date
with respect to beneficial ownership of shares of Common Stock before and after
termination of the Escrow Agreement (i) by each person known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock, (ii)
each executive officer and director of Adatom, and (iii) all officers and
directors as a group.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
% OF CLASS % OF CLASS
NAME AND ADDRESS AMOUNT AND NATURE BEFORE ESCROW AFTER ESCROW
OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNER TERMINATION TERMINATION
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard Barton 7,765,982 53.7% 56.6%
- -----------------------------------------------------------------------------------------------------------------------------
Neal Polan 927,650(2) 6.3% 5.7%
- -----------------------------------------------------------------------------------------------------------------------------
Sridhar Jagannathan 458,438 3.2% 3.3%
- -----------------------------------------------------------------------------------------------------------------------------
Ralph Kennedy Frasier 52,920 0.4% 0.4%
- -----------------------------------------------------------------------------------------------------------------------------
<PAGE>
Sylvia Dresner 2,117 0.0% 0.0%
- -----------------------------------------------------------------------------------------------------------------------------
Michael Vetterli -0- 0.0% 0.0%
- -----------------------------------------------------------------------------------------------------------------------------
Michael Wheeler -0- 0.0% 0.0%
- -----------------------------------------------------------------------------------------------------------------------------
All directors and officers
as a group (7 persons) 9,207,107(2) 63.6% 66.1%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The address of each such individual is c/o Adatom.com, Inc., 920 Hillview
Court, Suite 160, Milpitas, California 95035.
(2) Includes 118,000 shares of stock held by Mr. Polan's wife as trustee for
their children, and therefore Mr. Polan is deemed to be a beneficial owner of
such shares. Includes (i) 142,000 shares of common stock issuable upon exercise
of warrants held by Mr. Polan that are exercisable within 60 days, and (ii)
25,000 shares of common stock issuable upon exercise of warrants held jointly by
Mr. Polan and his wife that are exercisable within 60 days. Includes 162,000
shares of common stock subject to the Escrow Agreement described above.
As a result of the Adatom merger, Richard Barton, the President,
Chairman and Chief Executive Officer, received shares of Common Stock in
exchange for his shares of Adatom stock which, as disclosed in the above table,
resulted in the ownership by him of approximately 53.75% of the Common Stock of
the Company.
SIGNATURE
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
Date: December 21, 1999 ADATOM.COM, INC.
By: /s/ Richard Barton
---------------------------------------
Richard Barton, Chief Executive Officer
and Chairman of the Board
