UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
Under the Securities Exchange Act of 1934
WALLSTREET RACING STABLES, INC.
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(Exact name of registrant as
specified in its corporate charter)
0-23823
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Commission File No.
Colorado 84-1313024
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(State of Incorporation) (IRS Employer
Identification No.)
5525 Erindale Drive, Suite 201
Colorado Springs, Colorado 80918
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(Address of principal executive offices)
(719) 260-8509
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(Registrant's telephone number, including area code)
May 26, 2000
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Wallstreet Racing Stables, Inc.
Schedule 14f-1
INTRODUCTION
This Information Statement is being furnished pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in
connection with a proposed change in the membership of the Board of
Directors of Wallstreet Racing Stables, Inc. (the "Company" or "Wallstreet").
This change may result from the proposed merger between the Company's wholly
owned subsidiary, WRS Merger Corp., a Colorado corporation ("WRS") and
Pipeline Technologies, Inc., a privately held Florida corporation ("Pipeline")
(the "Merger").
Effective April 28, 2000, the Company, WRS and Pipeline executed a
Plan and Agreement of Merger ("Agreement") pursuant to which WRS agreed to
merge with and into Pipeline such that Pipeline would be the survivor and
become a wholly owned subsidiary of the Company. To accomplish the Merger,
as amended, the Company agreed to issue to the shareholders of Pipeline an
aggregate of 8,453,425 shares of its Common Stock (the "Merger Shares").
Upon completion of the Merger (the "Effective Date"), the Company's current
directors (the "Outgoing Directors") will resign and be replaced by new
directors designated by Pipeline (the "Incoming Directors").
Following the Effective Date of the Merger, anticipated to occur no
later than June 15, 2000, two Incoming Directors shall be appointed by
Pipeline to replace the Outgoing Directors of the Company. The change in
directors is intended to be effective at the closing of the Merger, but no
earlier than ten (10) days after the date on which this Information
Statement is filed with the Securities and Exchange Commission (the
"Commission") and mailed to all holders of record of the Company's Common
Stock.
VOTING SECURITIES
There are currently 995,958 shares of the Company's Common Stock
outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter which may come before a meeting of the shareholders.
Upon the Effective Date, and following the issuance of the Merger Shares,
there will be 9,449,383 shares of the Company's Common Stock outstanding,
each of which will entitle the holder thereof to one vote on each matter
which may come before a meeting of the shareholders. The Company has no
other securities, voting or nonvoting, outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the Effective Date
by (i) each of the Incoming Directors; (ii) each named executive officer of
the Company (as that term is defined in Item 402 (a)(3) of Regulation S-B;
(iii) each person who will be the beneficial owner of more than five
percent of the Company's Common Stock and (iv) all of the Incoming
Directors and executive officers as a group. All share ownership listed in
the table is direct, unless otherwise indicated.
Name and address of Amount and nature Percent
Beneficial owners of Beneficial Ownership of Class
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Timothy J. Murtaugh(1,2) 3,500,000 37.04%
8129 Jose Circle West
Jacksonville, Florida 32217
John D. McKey, Jr.(1) 950,000 10.05%
5016 Inverness Ct.
Palm City, Florida 34990
Robert L. Maige(2) 1,000,000 10.58%
847 Old Grove Manor
Jacksonville, Florida 32207
Wendy S. King(2) 0 0
8787 Southside Blvd., #4715
Jacksonville, Florida 32256
All Incoming officers and 5,450,000 57.66%
directors as a group (4 persons)
- ------------------------------------------
(1) Incoming Director.
(2) Incoming Executive Officer.
CHANGES IN CONTROL
In connection with the Agreement, the Company will issue an aggregate
of 8,453,425 shares of Common Stock to the shareholders of Pipeline. At
the same time, the current directors and officers shall resign their
positions as directors and officers of the Company. At the Effective Date,
and following delivery and filing of this Schedule 14f, the two Incoming
Directors will become the sole members of the Board. As a result, the
Company will have experienced a change in control.
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The Company knows of no other arrangement or events, the happening of
which will result in a change in control.
LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or to
which the property of the Company is subject, is pending or is known by the
Company to be contemplated. Also, the Company is not aware of any legal
proceedings in which any director, officer, or any owner of record or
beneficial owner of more than five percent of any class of voting securities
of the Company, or any Incoming Director, incoming executive officer, future
beneficial owner or any affiliate of any such director, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of
its subsidiaries.
DIRECTORS AND EXECUTIVE OFFICERS
As described above, in connection with the Agreement, Messrs.
McElhaney, Conrad, McGinnis and Thygesen will resign as executive officers
and directors of the Company as of the Effective Date. The following
information relates to the Incoming Directors and officers who will become
directors and officers upon the Effective Date and filing and delivery of
this Schedule 14f:
Incoming Directors/Officers: Age: Position:
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Timothy J. Murtaugh 56 President, Chief Executive
Officer and Director
John McKey 56 Director
Robert L. Maige 42 Chief Financial Officer
Wendy S. King 37 Secretary, Vice President
of Administration
Each of the Incoming Directors will serve a term of office which shall
continue until the next annual meeting of shareholders and until his
successor has been duly elected and qualified. Officers of the Company
will serve at the pleasure of the Board of Directors.
FAMILY RELATIONSHIPS
No family relationships exist between any of the incoming officers and
directors of the Company.
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BUSINESS EXPERIENCE
Timothy J. Murtaugh:
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Mr. Murtaugh is the President and founder of Pipeline Technologies, Inc., a
private Florida corporation, since its inception in December of 1999. The
company's focus is to market voice over internet protocol ("VoIP")
telecommunications products to the young adult and college marketplace.
From July 1998 to September of 1999, Mr. Murtaugh was the Vice President of
Intetech, L.C., a private Florida company, whose business activities
included a national sales and marketing program for privately held
competitive local exchange carrier with primary emphasis toward the college
student housing market. Prior to that, Mr. Murtaugh was employed as a
Senior Account Executive for ITC Deltacom, Inc., a publicly-held Delaware
corporation, from December of 1997 to July 1998. Mr. Murtaugh was
responsible for development of major accounts in the North Florida region.
Previously, Mr. Murtaugh was an account executive for Intermedia
Communications Inc., a publicly-held Delaware corporation, engaged in
national data transmission, frame relay and ATM. From January of 1996 to
December of 1997, Mr. Murtaugh was an account manager for WorldCom, Inc., a
publicly-held Georgia corporation, engaged in the telecommunications
industry. From 1984 to 1995, Mr. Murtaugh owned and operated Murtaugh
Companies, a private Florida corporation engaged in real estate development
in Florida and Georgia. Murtaugh Companies employed up to 40 employees.
John D. McKey:
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Mr. McKey has been a partner at the law firm of McCarthy, Summers Bobko &
McKey, P.A., located in Florida, since September of 1993. From 1990 to
1993, Mr. McKey was a partner at Kohn, Bobko, McKey & Higgins, P.A. Mr.
McKey currently serves as a director for Pipeline Technologies, Inc.,
Publishing Company of North America and Lithium Technology Corporation.
Robert L. Maige:
- ---------------
Mr. Maige is a founder and managing partner of Maige, Mathews & Company,
P.A., a ten-person certified public accounting firm established in the State
of Florida in 1990. From 1987 to 1990 Mr. Maige was employed by Ernst &
Young, LLP as a Senior Manager providing tax and consulting services to
emerging companies. Prior to that, from 1984 through 1987, Mr. Maige was
employed as a Tax Senior Manager with primary emphasis in healthcare for
Peat Marwick Main & Company. Mr. Maige started his professional career
in tax consulting at Ernst & Whinney in 1979 and remained with that company
until 1984.
Wendy S. King:
- -------------
Ms. King is currently the Vice President of Administration and Secretary of
Pipeline. From 1998 to 1999, she was employed by Intetech, L.C., as
director of business administration. From 1996 to 1998, Ms. King was a
territory manager for Intermedia Communications Inc. She was employed as
account relations manager for MCI/WorldCom, Inc. from 1989 through 1996,
and was a regulatory analyst for Sprint Communications from 1987 through
1988.
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CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
The Company currently shares office facilities, consisting of office
space with conference facilities, with MCM Capital Management, Inc.
pursuant to an oral agreement effective September 1, 1995. The agreement
provides the Company with office space, conference facilities and other
support for a monthly payment of $500. The agreement is effective on a
month to month basis. Messrs. Raymond McElhaney and Bill Conrad, existing
officers and directors of the Company, are also officers, directors and
principal shareholders of MCM.
Beginning in September, 1997, certain officers or directors of the
Company have advanced funds to finance acquisition of Company thoroughbreds
and for operating expenses. Messrs. McElhaney, Conrad and Cliff Thygesen,
another director, loaned in the aggregate $46,232.75 to the Company from
September, 1997 to June, 1998, bearing interest at 9%. Of that amount, Mr.
McElhaney advanced $32,132.75, Mr. Conrad $9,100 and Mr. Thygesen $5,000.
The Company issued an aggregate of 29,100 Common Shares as a conversion of
this debt due in June, 1998. The shares were valued at $1.00 per share
and 9,100 Common Shares were issued to Mr. Conrad, 15,000 Common Shares
were issued to Mr. McElhaney and 5,000 Common Shares were issued to Mr.
Thygesen. The remaining portion of Mr. McElhaney's note was paid in cash.
The Board of Directors is of the opinion that the shares were acquired
under terms and conditions no more favorable than those offered to any
other shareholder.
The McGinnis Family Limited Partnership, of which Mr. McGinnis is the
general partner, purchased 25,000 Common Shares in the June, 1998 public
offering of the Company's stock, at the price of $1.00 per share. Mr.
McGinnis is an officer and director of the Company. The shares were
purchased on the same terms and conditions as other third-party investors.
Messrs. Conrad and McElhaney each obtained 20,000 Common Shares as
compensation for services rendered to the Company through June 30, 1998.
The shares were valued at $1.00 per share and the accrued compensation, due
to each Messrs. Conrad and McElhaney, was valued at $20,000 each. The
Board of Directors is of the opinion that the shares were obtained under
terms and conditions that were no more favorable than those offered to any
other shareholder.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 received by the Company
pursuant to Rule 16(a)-3 of the 1934 Act, none of the officers, directors
or beneficial owners of more than ten percent of any class of equity
securities of the Company registered pursuant to Section 12 of the 1934 Act
have failed to file on a timely basis, Forms 3, 4 or 5 as required by
Section 16(a) during the most recent fiscal year or prior fiscal year.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
The Board of Directors of the Company does not have an audit,
nominating or compensation committee. Instead, the Board itself performs
such functions. During the fiscal year ended June 30, 1999, the Board had
no meetings but took action by unanimous consent on two separate occasions.
The Company did not have any disagreements with any of the Outgoing
Directors.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table summarizes the total compensation of the Chief
Executive Officer, and other executive officers whose compensation from the
Company exceeded $100,000 during that period (the "Named Officers"):
SUMMARY COMPENSATION
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Long Term Compensation
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Securities
Annual Compensation Underlying
------------------- Stock
Name Period Salary Options
- ---- ------ ------ -------
Raymond E. McElhaney, Year ended June 30, 1997 $ 12,000 -0-
President, Chief Executive
Officer, Chief Financial Year ended June 30, 1998 $ 22,000(1) -0-
Officer and Chairman of the
Board of Directors. Year ended June 30, 1999 $ 24,000(2) -0-
_____________________
(1) Mr. McElhaney donated $2,000 worth of services and received the
remaining compensation in Common Stock valued at $1.00 per share.
(2) Of this amount, $14,000 was paid in cash and $10,000 was accrued.
Effective September 1, 1997, Messrs. McElhaney and Conrad entered into
Executive Employment Agreements (the "Employment Agreements") with the
Company. The Employment Agreements were effective for a period of eighteen
months and were automatically renewable unless written notice of
termination was given by the Company not less than 90 days prior to
expiration of the eighteen month term. The Agreements may also be
terminated by the Company for cause, and by the employee on not less than
90 days advance written notice. Messrs. McElhaney and Conrad's Employment
Agreements were automatically renewed for a period of one year beginning
March 1, 2000.
The Employment Agreements provide for payment of monthly compensation
in the amount of $2,000. Both individuals are entitled, pursuant to the
terms of the Employment Agreements, to participate in group health,
disability, life, bonus, profit sharing and stock option plans maintained
for other employees and directors of the Company.
The Company does not pay compensation to members of its Board of
Directors. A director may receive compensation as an officer or employee
for those duties exclusively.
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SIGNATURES
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.
WALLSTREET RACING STABLES, INC.
By: /s/ Raymond E. McElhaney
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Raymond E. McElhaney, President
Dated: May 26, 2000
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