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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
Spinrocket.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 14c-5(g) 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:
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SPINROCKET.COM, INC.
29 WEST 57TH STREET
9TH FLOOR
NEW YORK, NEW YORK 10019
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INFORMATION STATEMENT TO STOCKHOLDERS PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934
--------------------
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION
STATEMENT. NO PROXIES ARE BEING SOLICITED
AND YOU ARE REQUESTED NOT TO SEND THE
COMPANY A PROXY.
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To Our Stockholders:
This Information Statement is being mailed on or about August 18, 2000
(the "Mailing Date"), to the holders of record of shares of common stock, par
value $0.01 per share (the "Common Stock"), of Spinrocket.com, Inc., a Delaware
corporation (the "Company"), in order to comply with the requirements of Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C under the Exchange Act. The purpose of this Information
Statement is to inform all stockholders of the approval of the amendment of the
Company's Certificate of Incorporation providing for a change in the corporate
name from "Spinrocket.com, Inc." to "ConnectivCorp."
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
We are not seeking consent, authorization or proxies from you since the
Company has obtained the written consent of stockholders holding a sufficient
number of shares of the Company's Common Stock. The number of shares of the
Company's Common Stock issued and outstanding as of August 1, 2000, was
21,512,623 shares; the number of shares that voted to approve the aforementioned
amendment to the Company's Certificate of Incorporation was 10,965,512,
representing approximately 51% of the total issued and outstanding shares of the
Company's Common Stock. Therefore, no meeting of stockholders will be held.
Management is not soliciting proxies in connection with this Information
Statement and stockholders are requested not to send proxies to the Company. The
Company shall file the amendment to the Company's Certificate of Incorporation
(the "Amended Certificate") with the Delaware Secretary of State twenty (20)
days after the Mailing Date, which the Company anticipates will be on or about
September 7, 2000.
YOUR ATTENTION IS DIRECTED TO THE ENCLOSED INFORMATION STATEMENT.
By Order of the Board of Directors,
Robert Miller, Chief Executive Officer
New York, New York
August 18, 2000
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SPINROCKET.COM, INC.
29 WEST 57TH STREET
9TH FLOOR
NEW YORK, NEW YORK 10019
------------------------------
INFORMATION STATEMENT
-----------------------------
CHANGE OF CORPORATE NAME
The Company's Board of Directors (the "Board") has approved a proposal to
amend the Company's Certificate of Incorporation, such that the corporate name
of the Company will change from "Spinrocket.com, Inc." to "ConnectivCorp." The
Company has determined to change its corporate name because this new name better
describes the Company's current strategic direction. The Company's business
model is to facilitate the online connection between targeted, profiled
consumers, on the one hand, and marketers desiring to reach those consumers, on
the other hand. As its initial focus, the Company has determined to form a new
wholly-owned subsidiary, ConnectivHealth Corp., in order to facilitate its
connectivity model in the healthcare field. The corporate name change will
become effective upon the filing of the Amended Certificate with the Delaware
Secretary of State, which the Company anticipates will be on or about
September 7, 2000.
VOTE REQUIRED
The vote which was required to approve the Amended Certificate was the
affirmative vote of the holders of a majority of the Company's voting capital
stock. Each holder of the Company's Common Stock is entitled to one (1) vote for
each share held. As of August 1, 2000, the Company had issued and outstanding
21,512,623 shares of Common Stock for the purpose of determining stockholders
entitled to receive this Information Statement.
VOTE OBTAINED -- SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law (the "Delaware GCL")
provides that the written consent of the holders of the outstanding shares of
voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a special meeting. Pursuant to Section 242 of the Delaware GCL and the
Bylaws of the Company, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Certificate of
Incorporation. In order to eliminate the costs and management time involved in
holding a special meeting and in order to effect the amendment of the
Certificate of Incorporation as early as possible, the Board of Directors of the
Company voted to utilize, and did in fact obtain, the written consent of the
holders of a majority in interest of the voting capital stock of the Company. On
August 1, 2000, the holders of 10,965,512 shares of Common Stock, representing
approximately 51% of the total issued and outstanding shares of Common Stock,
executed written consents approving the Amended Certificate. Accordingly, the
Company's stockholders will not be asked to take action on the Amended
Certificate at any future meeting.
Pursuant to Section 228 of the Delaware GCL, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
the stockholders of record who have not consented in writing to such action.
This Information Statement is intended to provide such notice. No
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dissenters' or appraisal rights under the Delaware GCL are afforded to the
Company's stockholders as a result of the approval of the Amendment.
ADDITIONAL INFORMATION
The Company files annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any reports, statements or other information filed by the
Company at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information regarding the public reference rooms. The Company's public filings
are also available to the public from commercial document retrieval services and
at the Internet World Wide Web site maintained by the SEC at
"http://www.sec.gov."
The Company is "incorporating by reference" a Form 8-K, which the Company
will file with the SEC within ten (10) days of the filing of the Amended
Certificate with the Delaware Secretary of State. The Form 8-K will contain the
complete text of the Amended Certificate. Once the Form 8-K is filed, any
stockholder of the Company will be able to obtain copies of such document by
contacting the SEC, retrieving copies from the SEC's Internet World Wide Web
site or by contacting the Company. You may obtain any current documents
mentioned in this Information Statement by requesting them in writing or by
telephone to the following: Spinrocket.com, Inc., 29 West 57th Street, 9th
Floor, New York, New York 10019, Attention: Corporate Secretary, (212) 583-0300.
Documents which may be incorporated by reference after the date of this
Information Statement are available from the Company without charge, excluding
all exhibits unless specifically incorporated by reference as an exhibit to this
Information Statement. If you request documents from the Company, they will be
mailed to you by first class mail, or other equally prompt means within five
business days of the receipt of your request.
By order of the Board of Directors,
Robert Miller, Chief Executive Officer
New York, New York
August 18, 2000
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