EZCONNECT INC /UT/
DEF 14C, 2001-01-19
NON-OPERATING ESTABLISHMENTS
Previous: CYTOMEDIX INC, 8-K, EX-16.1, 2001-01-19
Next: MERIDIAN USA HOLDINGS INC, 8-K, 2001-01-19


<PAGE> 1

Definitive Information Statement
Dated: January 19, 2001

                              EZCONNECT, INC.
                             2900 TOWNSGATE ROAD
                                 SUITE 200
                      WESTLAKE VILLAGE, CALIFORNIA 91361
                               (805) 557-9906

                            INFORMATION STATEMENT

     This information statement ("Information Statement") is furnished to the
shareholders of EZConnect, Inc. ("EZConnect"), in connection with certain
corporate actions.

     The corporate actions involve a proposal (hereafter the "Proposal")
providing for the following matter:

     The adoption of amended Articles of Incorporation of EZConnect which
     change the name of EZConnect to Encore Wireless, Inc., or some
     similar derivation thereof as the board of directors may determine.


     ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JANUARY 2, 2001
(THE "RECORD DATE"), WERE ENTITLED TO NOTICE OF AND TO VOTE ON THE PROPOSAL.
MEMBERS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO, COLLECTIVELY HOLD IN
EXCESS OF 50% OF THE COMPANY'S 6,824,342 ISSUED AND OUTSTANDING SHARES
ENTITLED TO VOTE ON THE PROPOSAL HAVE VOTED IN FAVOR OF THE PROPOSAL.  AS A
RESULT, THE PROPOSAL WAS APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
SHAREHOLDER.

                                   BY ORDER OF THE BOARD OF DIRECTORS

                                   Kevin S. Hamilton, President

Westlake Village, California
January 18, 2001
<PAGE>
<PAGE> 2
              SELECTED AND SUMMARY INFORMATION ABOUT EZCONNECT
History
-------
EZConnect was organized under the laws of the state of Nevada on September 21,
1999, in connection with an Agreement and Plan of Reorganization (the
"Acquisition Agreement") relating to the acquisition of EZ Connect USA, Inc.,
a Utah corporation ("EZUSA") through a share exchange.  The Acquisition
Agreement was approved by the board of directors and shareholders of EZUSA and
the board of directors of EZConnect, and was approved by EZConnect's
shareholders at a special meeting on October 15, 1999. EZConnect was formed to
engage in the remote establishment and disconnection of utility services and
should  be considered a start-up or development stage business.

Following the acquisition of EZUSA, the board of directors actively recruited
qualified individuals to serve in senior executive management positions and
assist it in the further development of EZConnect's business plan. After
evaluating EZConnect's business plan and its viability, management proposed to
the board of directors that EZConnect pursue an alternative, but related
business strategy. That strategy involved entering into the private label
wireless service industry.

On July 8, 2000, EZConnect entered into an Agreement and Plan of Merger
("Merger Agreement") with Encore Wireless, Inc., a California corporation
("Encore"), wherein EZConnect had the right to acquire Encore in a stock and
cash transaction, subject to certain closing conditions. Encore, headquartered
in Westlake Village, California, is a provider of private label wireless
solutions to the marketplace. EZConnect completed the acquisition of Encore on
October 17, 2000.

With the acquisition of Encore, EZConnect expects to grow rapidly within
throughout the United States as part of the forecasted expansion in wireless
services.  This growth is possible without the typical infrastructure and
subscriber acquisition costs of traditional service providers by providing
services to end users as a reseller on the national networks of industry
leading facilities-based carriers and by leveraging marketing activities of
the well recognized, name brands of EZConnect's marketing partners and their
distribution channels.  EZConnect now offers its end users wireless
communications services (voice and data), voice over internet protocol
communications services, and other enhanced services and software solutions,
all fully branded with the trade names of EZConnect's marketing partners.
EZConnect expects to provide the customers of its marketing partners with a
full suite of wireless and Internet access services in a way that promotes the
marketing partners' own brand and affinity with their customers while
increasing the profitability of their business through on-going residual
commission participation for the life of the customer.  EZConnect expects to
be able to provide its end users with bundled service offerings and convergent
billing of its various services.  Through the offering and bundling of its
services on a private label basis, EZConnect is providing a unique and much
needed marketing solution to its distribution partners.

Through Encore, EZConnect has entered into a relationship with one of the
strongest carriers in wireless service.  EZConnect is able to offer its
customers 100% digital wireless voice and data services on the Sprint PCS
Nationwide Network.  The Sprint PCS Nationwide Network provides digital
service in over 300 metropolitan areas across the United States.   Encore has
entered into a six year reselling agreement with Sprint PCS with favorable
forward pricing and activation credits.  Under this agreement, EZConnect is
able to deliver wireless voice and data services to its end users on a
national coverage area basis, all fully branded with its marketing partner's
trade name, including, billing, customer care and in certain cases, the
handset itself.
<PAGE> 3

Security Ownership of Certain Beneficial Owners:
------------------------------------------------
The following table sets forth as of January 2, 2001, the name, address and
the number of shares of EZConnect's voting securities held of record or
beneficially by each person who was known by EZConnect to own beneficially,
more than 5% of the issued and outstanding 6,824,342 voting securities
[consisting of 4,324,342 shares of Common Stock and 2,500,000 shares of
Preferred Stock].  In addition, the table sets forth the name and
shareholdings of each director and of all officers and directors as a group.
<TABLE>
<CAPTION>

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title
 of        Name and Address              Amount and Nature of     Percentage
Class      Beneficial Owner              Beneficial Ownership(1)   of Class(2)
-----      ----------------              --------------------     ----------
<S>       <C>                           <C>              <C>     <C>
Common     Philip R. Lacerte             1,445,467 (3)    D            19.74
           3535 Gillespie #7-D
           Dallas, TX 75219

Common     Kelly Trimble                   353,289        D             5.18
           175 South Main Street, #1230
           Salt Lake City, UT  84111

Common     Robert M. Proznik               300,000        D
           #600, 10240-124 Street          236,472        I
           Edmonton, Alberta               -------
           Canada  T5N 3W6                 536,472 (4)                  7.53

Common     Kevin S. Hamilton               750,000        D
Preferred  2900 Townsgate, Suite 200     1,106,611        I
           Westlake Village, CA 91361    ---------
                                         1,856,611 (5)                 24.51

Common     Tod M. Turley                   750,000        D
Preferred  2900 Townsgate, Suite 200     1,102,459        I
           Westlake Village, CA 91361    ---------
                                         1,852,459 (6)                 24.51

Security Ownership of Management of EZConnect
-----------------------------------------------
Title
 of        Name and Position of          Amount and Nature of     Percentage
Class      Officer and/or Director       Beneficial Ownership(1)  of Class(2)
-----      -----------------------       --------------------     ----------
Common     Philip R. Lacerte, CEO and
           Director                           -----See Table Above-----
Common     Robert M. Proznik, Director        -----See Table Above-----
Common     Kevin S. Hamilton, President       -----See Table Above-----
Preferred  and Director
Common     Tod M. Turley, Senior Vice         -----See Table Above-----
Preferred  President, Secretary and Director
Preferred  M.G. Meador, Jr., CFO            74,751 (7)    D             1.09
                                         ---------
         All Officers and Directors
          as a Group (5 persons)         3,320,218        D
                                         2,445,542        I
                                         ---------                     -----
         Total Beneficial Ownership      5,765,760                     63.19
                                         =========                     =====
</TABLE>
                       [Footnotes contained on next page]
<PAGE>
<PAGE> 4

(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively.  All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted. Total beneficial ownership assumes the exercise of any
right to acquire beneficial ownership (i.e. option exercise or conversion).

(2) The percentage calculation takes into account the concomitant increase in
the number of issued and outstanding voting securities represented by the
exercise or conversion of the shareholder's right to acquire beneficial
ownership.

(3) Represent 945,467 shares of common stock and options to acquire 500,000
shares of common stock.

(4) Represents 236,472 shares of common stock held of record by Inter-Pro
Property Corporation (USA), of which Mr. Proznik is the principal owner and
options to acquire 300,000 shares of common stock.

(5) Represents (i) 1,106,611 shares of preferred stock, each share convertible
to one share of Common Stock, at the option of the record holder, subject to
automatic conversion on the occurrence of certain events, prior to and
including October 17, 2002. 937,500 shares have been placed in escrow to be
released subject to certain earn-out provisions; and (ii) options to acquire
750,000 shares of common stock, subject to certain vesting requirements
associated with the shareholder's term of employment and management business
objectives (MBOs); provided, that none of the options shall be deemed fully
vested until October 1, 2001, regardless of the achievement of quarterly MBOs
prior to that date.

(6) Represents (i) 1,102,459 shares of preferred stock, each share convertible
to one share of Common Stock, at the option of the record holder, subject to
automatic conversion on the occurrence of certain events, prior to and
including October 17, 2002. 937,500 shares have been placed in escrow to be
released subject to certain earn-out provisions; and (ii) options to acquire
750,000 shares of common stock, subject to certain vesting requirements
associated with the shareholder's term of employment and management business
objectives (MBOs); provided, that none of the options shall be deemed fully
vested until October 1, 2001, regardless of the achievement of quarterly MBOs
prior to that date.

(7) Each share of preferred stock is convertible to one share of Common Stock
at the option of the record holder, subject to automatic conversion on the
occurrence of certain events, prior to and including October 17, 2002.

<PAGE>
<PAGE> 5

       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The table below sets forth, for the respective periods indicated, the prices
for EZConnect's common stock in the over-the-counter market as reported by
the NASD's OTC Bulletin Board.  The bid prices represent inter-dealer
quotations, without adjustments for retail mark-ups, mark-downs or commissions
and may not necessarily represent actual transactions.


Fiscal Year Ended June 30, 2000               High Bid      Low Bid
-------------------------------               --------      -------
First Quarter                                   N/A           N/A
Second Quarter                                 $3.125        $0.47
Third Quarter                                  $7.125        $2.50
Fourth Quarter                                 $5.75         $2.00

Fiscal Year Ended June 30, 2001               High Bid      Low Bid
-------------------------------               --------      -------
First Quarter                                  $2.937        $1.00
Second Quarter                                 $2.75         $0.625


At January 17, 2001, EZConnect's Common Stock was quoted on the OTC Bulletin
Board at a bid and asked price of $0.625 and $0.875, respectively.
Since its inception, EZConnect has not paid any dividends on its Common Stock,
and EZConnect does not anticipate that it will pay dividends in the
foreseeable future. At January 2, 2001, EZConnect had approximately 1,890
shareholders of record based on information provided by EZConnect's transfer
agent.

<PAGE>
<PAGE> 5
                                  THE PROPOSAL

Following the acquisition of Encore Wireless, Inc., EZConnect has focused
almost exclusively on the wireless industry and the business of Encore.  With
such a focus anticipated to continue, management of EZConnect believes it is
important to re-brand EZConnect to focus on its new business and to
distinguish itself from prior operations.  Accordingly, it was proposed by
management that the name of EZConnect be changed to Encore Wireless, Inc.  As
part of the name change, EZConnect's subsidiary, Encore Wireless, Inc., name
will be changed to Encore Telecommunications, Inc.

This change in name has been approved by the board of directors and by a
majority of the shareholders, through a majority consent.

Vote Required
-------------
The name change requires the approval of a majority of the 6,824,342 issued
and outstanding shares of common stock.  Members of management and other
principal shareholders holding or controlling the vote of 3,744,298 shares
which represents in excess of fifty percent (50%) of the issued and
outstanding voting securities entitled to vote on the Proposal voted in favor
of the name change.  The board of directors unanimously voted in favor of the
name change.

Effective Date
--------------
The name change will become effective upon the completion of all matters
referred to herein.  The name change is scheduled to be completed on or about
February 8, 2001.

Exchange of Stock Certificates
------------------------------
In order to effectuate the name change, each shareholder will be entitled to
submit his or her old stock certificate (any certificate issued prior to the
effective date of the name change), to EZConnect's transfer agent, Colonial
Stock Transfer Company, 455 East 400 South, Suite 100, Salt Lake City, Utah
84111, and be issued in exchange therefor, one new certificate in the new name
of Encore Wireless, Inc. To eliminate confusion regarding the Common Stock,
the board of directors urges the shareholders to surrender their certificates
for exchange; however, shareholders are not required to do so. Shareholders
wishing to exchange their share certificates must bear the cost of such
reissuance. All exchange requests must be accompanied by a check payable to
Colonial Stock Transfer Company in the amount of $18 per certificate to be
issued.

<PAGE>
<PAGE> 6

                            FURTHER INFORMATION

All references to each document referred to in this Information Statement are
qualified in their entirety by reference to the complete contents of such
document.  Copies of these documents may be obtained upon request from
management at the address of EZConnect, Inc., 2900 Townsgate Road, Suite 200,
Westlake Village, California 91361.  Any shareholder and  his advisor may,
during normal business hours prior to completion of the name change, (1) have
access to the document referred to herein, and (2) ask questions of management
with respect to the name change and request additional information necessary
to verify accuracy of the information provided.  Management will seek to
provide answers and such information to the extent possessed by management or
obtainable by them without unreasonable effort or expense.

                                   EZConnect, Inc.
                                   By Order of the Board of Directors

                                  EXHIBIT A

                           CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                                     OF
                               EZCONNECT, INC.

We, the undersigned, Kevin S. Hamilton, President, and Tod M. Turley, Secretary,
of EZConnect, Inc., a Nevada corporation hereinafter referred to as the
"Corporation," hereby certify:

FIRST:  The name of the Corporation is EZCONNECT, INC.

SECOND: The following amendment to the Articles of
Incorporation was duly adopted
pursuant to the written consent of a majority of the shareholders of the
Corporation pursuant to NRS 78.320.

THIRD: The name of the Corporation is ENCORE WIRELESS, INC.

FOURTH: The number of shares outstanding and entitled to vote on an amendment to
the Articles of Incorporation is 6,824,342.

FIFTH: The aforesaid change and amendment has been approved by written consent
of shareholders holding a majority of the issued and outstanding shares entitled
to vote thereon in accordance with NRS 78.320.

IN WITNESS WHEREOF, the foregoing Certificate of Amendment has
 been executed this
__ day of January, 2001.

/S/ Kevin S. Hamilton, President

/S/ Tod M. Turley, Secretary


Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sept | Oct | Nov | Dec

© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission