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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
TECHNOR INTERNATIONAL, INC.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TECHNOR INTERNATIONAL, INC.
SOFIELUNDSVAGEN 4
S-191 47 SOLLENTUNA, SWEDEN
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement of Technor International, Inc., a Nevada
corporation (the "Company"), is being furnished in connection with the taking of
certain actions by the holders of the majority of the outstanding eligible votes
of the capital stock of the Company. The Information Statement is being mailed
on or about September 10, 1999, to holders of record on August 26, 1999 (the
"Record Date"), of shares of the Common Stock, par value $.001 per share (the
"Common Stock") of the Company.
The Company's capital structure consists of 22,000,000 authorized shares of
Common Stock, of which 7,440,000 shares were issued and outstanding as of August
26, 1999 and 3,000,000 shares of Preferred Stock, none of which is outstanding.
The Company has an obligation to issue an additional 750,000 shares of Common
Stock pursuant to its agreements with Novel Electronic Systems & Technologies in
connection with the acquisition of the CellPoint technology and with Matrix
Vehicle Tracking (Pty) Ltd. in connection with a cooperation agreement.
The following persons or entities (the "Majority Stockholders") own an
aggregate of 3,975,500 shares, and accordingly, have the ability to exercise
3,975,500 votes, or 53.4% of all eligible votes, as of the Record Date:
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<S> <C>
Peter Henricsson................................................................ 1,500,000 shares
Lynn Duplessis.................................................................. 500,000 shares
Novel Electronic Systems & Technologies......................................... 1,950,000 shares
Mats Jonnerhag.................................................................. 6,000 shares
Borsinsikt AB................................................................... 16,500 shares
Aktienytt Nu AB................................................................. 3,000 shares
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Total..................................................................... 3,975,500 shares
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Peter Henricsson is President and Chief Executive Officer and a director of
the Company, Lynn Duplessis is Executive Vice President and a Director of the
Company and Mats Jonnerhag is a director of the Company. Mr. Jonnerhag is also
the majority stockholder of Borsinsikt AB.
The Majority Stockholders have the ability to, and intend to, approve the
following proposal described in this Information Statement on September 30, 1999
(the "Consent Date"):
1. An amendment to Article I of the Articles of Incorporation of the
Company to change the name of the Company to "CellPoint Inc.".
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
VOTING SECURITIES AND SECURITY OWNERSHIP
The Company's capital structure consists of 22,000,000 authorized shares of
Common Stock, of which 7,440,000 shares were issued and outstanding as of August
26, 1999 and 3,000,000 shares of Preferred Stock, none of which is outstanding.
The Company has an obligation to issue an additional 750,000 shares of Common
Stock pursuant to its agreements with Novel Electronic Systems & Technologies in
connection with the acquisition of the CellPoint technology and with Matrix
Vehicle Tracking (Pty) Ltd. in connection with a cooperation agreement. The
Company believes there are
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approximately 600 beneficial owners of its Common Stock. Each share of Common
Stock is entitled to one vote per share.
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 26, 1999, by (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's officers and
directors; and (iii) all officers and directors as a group.
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NAME AND ADDRESS OF BENEFICIAL OWNERS SHARES OF COMMON STOCK PERCENT OF COMMON STOCK
AND DIRECTORS AND OFFICERS BENEFICIALLY OWNED BENEFICIALLY OWNED
- --------------------------------------------------------------- ----------------------- ---------------------------
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5% BENEFICIAL OWNERS
Novel Electronic Systems & Technologies 1,950,000(a) 26.2%
c/o Bank Ippa & Associates.....................................
15 Boulevard de la Foire
L-1528 Luxembourg
Novel Electronic Systems & Technologies........................ 500,000(b) 5.8%
5 Duke of Edinburgh Ave
Port Louis, Mauritius
DIRECTORS AND EXECUTIVE OFFICERS
Lynn Duplessis................................................. 2,150,000(c) 28.3%
Saatrangsvagen 88
S-182 37
Danderyd, Sweden
Peter Henricsson............................................... 2,150,000(d) 28.3%
Saatrangsvagen 88
S-182 37
Danderyd, Sweden
Mats Jonnerhag................................................. 25,390(e) *
Borslnsikt AB
Box 6044
S-192 06 Sollentuna
Sweden
Bengt Nordstrom................................................ 35,000(f) *
Northstream AB
Sjoangsvagen 7
S-19172 Sollentuna
Sweden
Guy Redford.................................................... 75,000(g) *
P.O. Box 1995
Rivonia, 2128
South Africa
Albert van Urk................................................. 75,000(h) *
at 20 Van Rooy Street
Potchefstroom
South Africa
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NAME AND ADDRESS OF BENEFICIAL OWNERS SHARES OF COMMON STOCK PERCENT OF COMMON STOCK
AND DIRECTORS AND OFFICERS BENEFICIALLY OWNED BENEFICIALLY OWNED
- --------------------------------------------------------------- ----------------------- ---------------------------
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Kjell Wallman.................................................. 12,500(i) *
Brahegatan 39
S-114 37 Stockholm
Sweden
Hadar Cars..................................................... -0-(j) -0-
Vitsippsvagen 3
122 36 Saltsjobaden
Sweden
Bjorn Waltre................................................... -0-(k) -0-
Kassmans vag 8
S-182 38 Danderyd
Sweden
Officers and Directors as a Group.............................. 2,372,890 30.5%
(9 persons)
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* Less than 1%.
(a) Nominee for Novel Electronics Systems & Technologies.
(b) The Company has an obligation to issue 500,000 shares pursuant to the
Company's agreement with Novel Electronic Systems & Technologies, in
connection with the Company's acquisition of the CellPoint technology.
(c) Includes: (1) options to acquire 75,000 shares, all of which are currently
exercisable, (2) 1,500,000 shares owned by Peter Henricsson, Ms. Duplessis'
husband, and (3) options to acquire 75,000 shares issued to Mr. Henricsson,
all of which are currently exercisable.
(d) Includes: (1) options to acquire 75,000 shares, all of which are currently
exercisable, (2) 500,000 shares owned by Lynn Duplessis, Mr. Henricsson's
wife; and (3) options to acquire 75,000 shares issued to Ms. Duplessis, all
of which are currently exercisable.
(e) Includes (1)16,500 shares held by BorsInsikt AB, of which Mr. Jonnerhag is a
66% stockholder (beneficially owning 10,890 shares), and (2) options to
acquire 25,000 shares, of which 8,500 are currently exercisable.
(f) Mr. Nordstrom has options to acquire 50,000 shares, of which 35,000 are
currently exercisable.
(g) Mr. Redford has options to acquire 75,000 shares, all of which are currently
exercisable.
(h) Mr. van Urk has options to acquire 75,000 shares, all of which are currently
exercisable.
(i) Mr. Wallman has options to acquire 25,000 shares, of which 12,500 options
are currently exercisable.
(j) Mr. Cars has options to acquire 100,000 shares, none of which is currently
exercisable.
(k) Mr. Waltre has options to acquire 25,000 shares, none of which is currently
exercisable.
STOCK INCENTIVE PLAN
The Board of Directors of the Company has adopted a stock incentive plan
(the "Plan"). Pursuant to the provisions of the Plan, 1,000,000 shares of the
Company's Common Stock are reserved for
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issuance upon exercise of options. The Plan is designed to retain qualified and
competent officers, employees, and directors of the Company.
The Company's Board of Directors, or a committee thereof, shall administer
the Plan and is authorized, in its sole and absolute discretion, to grant
options thereunder to all eligible employees of the Company, including officers
and directors (whether or not employees) of the Company. Options will be granted
pursuant to the provisions of the Plan on such terms and at such prices as
determined by the Company's Board of Directors. The exercise price will not be
lower than the closing price on the date the options are issued, or if such
prices are not available, at the fair market value as determined by the Board of
Directors. Options granted under the Plan will be exercisable after the period
specified in the option agreement. Options granted under the Plan will not be
exercisable after the expiration of ten years from the date of grant. The Plan
will also authorize the Company to make loans to optionees to enable them to
exercise their options. At present, 750,000 options have been granted and none
have been exercised.
OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 1998
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INDIVIDUAL GRANTS
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NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED EXERCISE OR
(1) GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SH) DATE
- ------------------------------- ----------------------- ------------------------- ------------- -----------------
<S> <C> <C> <C> <C>
Peter Henricsson............... 75,000/0(2) 11.5% $ 2.75 March 25, 2008
President and
Chief Executive Officer
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(1) To date, the Company has issued no SARs.
(2) 25,000 options became exercisable on September 25, 1998, 25,000 options
became exercisable on March 25, 1999, and 25,000 options will become
exercisable on September 25, 1999.
No options were granted to Mr. Henricsson during fiscal 1999.
DIRECTORS AND EXECUTIVE OFFICERS
HADAR CARS, 35, recently joined the Company as Managing Director of
CellPoint Systems. He has 10 years experience in international
telecommunications marketing, sales and general management within the Ericsson
Group. He has conducted business globally (in Europe, Asia and Latin America)
mainly in the cellular systems business area, and also headed up the fixed
network department of Ericsson in Japan. his latest assignment at Ericsson was
to establish the department for UMTS (third generation wireless
system--successor of GSM) marketing and sales towards new "Greenfield"
operators. His knowledge of the industry combined with his business experience,
sales skills and drive have translated in to major new business for Ericsson. He
is a strong team-leader with the ability to inspire people from different
cultural and ethnic backgrounds to work together to achieve common goals.
Mr. Cars also has experience as an investment analyst with a private equity
house in Stockholm. He holds a Master of Science in Mechanical Engineering from
the Royal Institute of Technology in Sweden and a Master of Business
Administration from INSEAD in France.
LYNN DUPLESSIS, 39, has been Corporate Vice President and Secretary,
Treasurer and director of the Company since its formation. She has 18 years of
experience in the information technology field. Ms. Duplessis has been employed
by Minerva Technology Inc, Vancouver, British Columbia, (1996),
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director of industry solutions with The Capstan Group, Vancouver, British
Columbia, (1992-1993), and was employed in marketing, management and systems
engineering by IBM Canada Ltd., Vancouver, British Columbia and Toronto,
Ontario, Canada (1981-1992). She is also a director of CellPoint SA, a
wholly-owned subsidiary of the Company, and a director of CellPoint Systems AB.
Ms. Duplessis is married to Peter Henricsson, a director and the President of
the Company.
PETER HENRICSSON, 47, has been President, Chief Executive Officer, and
director of the Company since its formation. He has over 20 years of experience
in executive management, international marketing, venture capital, consulting
and financing, with both multinational corporations and emerging companies. Mr.
Henricsson has been President of Iform Sverige AB of Sweden, (1996-1997), owner
of HIM Inc. (Henricsson International Marketing), Vancouver, British Columbia,
(1991-1996), senior vice president with Allied Environmental, Vancouver, British
Columbia, (1986-1991), and manager at Atlas Copco MCT AB, Stockholm, Sweden,
Hong Kong and Indonesia (1980-1986). He is also a director of CellPoint SA, a
wholly-owned subsidiary of the Company, and Chairman of the Board and a director
of CellPoint Systems AB. Mr. Henricsson is married to Lynn Duplessis, a director
and Secretary and Treasurer of the Company.
MATS JONNERHAG, 45, was recently elected director of the Company. Mr.
Jonnerhag is the founder and majority owner of BorsInsikt AB. He founded
BorsInsikt in 1982 and has more than 20 years of experience with the Swedish
stock market. BorsInsikt publishes a weekly stock market newsletter. Subsidiary
operations include BorsInsikt Broker, which is a brokerage company, and
BorsInsikt BorsData AB, which markets analysis software developed in-house and
other research products.
BENGT NORDSTROM, 41, was the Chief Technology Officer and Executive Director
of SmarTone Telecommunications Ltd., a cellular network operator in Hong Kong,
until January 1999. He is now the President and Senior Partner of Northstream AB
of Sweden, a GSM consulting company specializing in data over GSM. Mr. Nordstrom
is a member of the Executive Committee of the GSM MoU association which
represents the interests of 347 GSM and satellite network operators around the
world. He was with SmarTone from 1993 to 1998, and was previously with Comviq
GSM AB from 1989-1993 and with Ericsson Telecom AB from 1983-1989.
GUY REDFORD, 45, has been a director of the Company and of CellPoint Systems
AB since June 1998. He is co-founder of Wasp International (Pty) Ltd. of South
Africa. He was Managing Director of Wasp since 1993 and was the Managing
Director of CellPoint Systems AB of Sweden until June 23, 1999. He is also a
director of CellPoint Systems AB and CellPoint SA, wholly-owned subsidiaries of
the Company. Wasp developed the CellPoint GSM positioning technology and
specialized in wireless application technology products. The Wasp company was
acquired by Technor in May, 1999 along with a staff possessing core skills and
expertise in GSM communication, electronic design and development and
interactive communication technologies.
MR. ALBERT VAN URK, 32, is co-founder of Wasp International (Pty) Ltd. of
South Africa and is a Director of Technor International Inc. and a director and
Vice President of Technology for CellPoint Systems AB. He is also a director of
CellPoint SA, a wholly-owned subsidiary of the Company. He had been the Director
of Research and Development of Wasp International from 1993 to 1999. He led the
development of the CellPoint GSM positioning technology and is responsible for
all research and development activities for all aspects of the GSM technology.
He continues to be the leader in directing enhancements and further development
of the technology.
KJELL WALLMAN, 66, had been a partner with Mannheimer Swartling Advokatbyra
since1990 and retired in January 1999. He continues to consult to Mannheimer on
corporate law matters. He was also a partner with Carl Swartling Advokatbyra
from 1974-1990, and a partner with Weltter & Swartling Advokatbyra from
1968-1974. He is also a member of the Board in a number of other Swedish
companies.
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BJORN WALTRE, 53, is the Chief Financial Officer for Technor International
Inc. Until 1999 he was partner and senior consultant with the Management
Consulting firm Nordic Adviser Group with activities in Sweden, Finland and the
Baltics. He was previously Director of Finance and Administration with companies
such as with Pleiad Real Estate, Stockholm, with real estate assets in eight
countries in Europe as well as with Nordic Investment Bank in Helsinki and
Swedish Match in Nyon, Switzerland.
EXECUTIVE COMPENSATION
The following table shows compensation for services rendered to the Company
during the fiscal years ended June 30, 1999, 1998 and 1997, respectively, by the
Chief Executive Officer. Each executive officer serves under the authority of
the Board of Directors. No other executive officer of the Company received cash
compensation that exceeded $100,000 during the fiscal years ended June 30, 1999,
1998 and 1997. Therefore, pursuant to Item 402 of Regulation S-B, only
compensation for the Chief Executive Officer is included in the table. Directors
who are also employees of the Company receive no extra compensation for their
service on the Board of Directors of the Company.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
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AWARDS
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SECURITIES PAYOUTS
OTHER RESTRICTED UNDERLYING -----------
ANNUAL STOCK OPTIONS/ LTIP
FISCAL SALARY BONUS COMPENSATION AWARD(S) SARS(1) PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- ---------------------------------- ----------- --------- ----------- --------------- ------------- ----------- -----------
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Peter Henricsson.................. 1999 $ 71,000 -0- -0- -0- -0- -0-
President and CEO 1998 $ 35,500 -0- -0- -0- 75,000/0 -0-
1997 -0- -0- -0- -0- -0- -0-
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ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)
- ---------------------------------- -----------------
<S> <C>
Peter Henricsson.................. -0-
President and CEO -0-
-0-
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The Company has no set bonus policy. Bonuses may be awarded by the
independent directors of the Board. There is no bonus plan currently under
discussion or in place with the Company. The board has established a salary
review committee consisting of two independent directors and the Chairman of the
board, plus an alternate director where the Chairman's compensation is
concerned. This salary review committee will review salaries for all staff. The
directors of the company do not receive salaries for being directors but do have
options in the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the formation of the Company, Peter Henricsson and Lynn Duplessis,
directors and executive officers of the Company, have made interest-free loans
to the Company to fund its cash needs. During the fiscal year ended June 30,
1997, Mr. Henricsson and Ms. Duplessis paid all of the Company's operating
expenses in the amount of $40,100. During the Company's fiscal year ended June
30, 1998, they continued to finance Company operations, by extending loans which
ranged from a low of $40,000 to a maximum of $180,000 outstanding at any one
time. A portion of these loans was also used to fund the initial payment made to
Wasp in connection with the License Agreement. At June 30, 1998, the outstanding
amount of the indebtedness of the Company to Mr. Henricsson and Ms. Duplessis
was $150,000, and at the end of the first fiscal quarter of fiscal 1999
(September 30, 1998), the amount of the Company's outstanding indebtedness to
them was $45,000. The Company repays portions of these loans as and when it has
sufficient excess cash to do so. At no time, has interest been charged on the
outstanding loans. The above loans were repaid in full in November, 1998.
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In addition, Henricsson and Duplessis have loaned the Company an aggregate
of $300,000 in June and July 1999. Interest of 5% will be charged on the
outstanding balance of this loan.
Upon the organization of the Company in 1997, Mr. Henricsson and Ms.
Duplessis invested $1,500 and $500, respectively, in consideration of which, the
Company issued to them 1,500,000 shares and 500,000 shares of Common Stock,
respectively. These investments were made when the Company had no assets and no
operations.
In connection with the Company's offering of Common Stock at US $4.00 per
share pursuant to Regulation S under the Securities Act, the Company paid a
commission of 5% of the purchase price per share to Mats Jonnerhag, a director
of the Company, and Borsinsikt A.B., a company in which Mr. Jonnerhag is a 66%
stockholder. Mr. Jonnerhag and Borsinsikt placed a total of 260,000 shares, and
together they received a total commission of US$52,000.
CHANGE OF CORPORATE NAME TO
CELLPOINT INC.
The Board of Directors of the Company believes that the best interests of
the Company and its stockholders will be served by changing the name of the
Company to CellPoint Inc. The Board of Directors believes that the new name will
more accurately reflect the business of the Company and will generate wider name
recognition in the business and financial communities.
The Board of Directors adopted a resolution on August 4, 1999 recommending
to the stockholders of the Company that the name of the Company be changed to
CellPoint Inc. Accordingly, the Majority Stockholders have informed the Company
that it will approve the following resolution on the Consent Date:
"RESOLVED, that Article I of the Articles of Incorporation of the Company be
amended in its entirety to read as follows:
"Name: The name of the Corporation is CellPoint Inc."
Upon the consent by the Majority Stockholders to the adoption of the foregoing
resolution, the Company will make the necessary filing of a Certificate of
Amendment to the Articles of Incorporation with the Secretary of State of
Nevada.
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September , 1999 TECHNOR INTERNATIONAL, INC.
Peter Henricsson
President and Chief Executive Officer
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