EXHBIT 4.8
RDC
INTERNATIONAL
[GRAPHIC OMITTED]
(C)2000 RDC International Inc.
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Offering Circular
RDC INTERNATIONAL, INC.
Common Stock
$5,000,000 (5,000,000 Shares)
Minimum Subscription of $25,000 (25,000 Shares)
RDC International, Inc. (the "Company", "RDCI") is offering for sale to
"Accredited Investors" as that term is defined in Rule 501 promulgated under the
Securities Act of 1933, as amended, (the "Act"), 5,000,000 shares of Common
Stock, no par value, at a price of $1.00 per share.
Investors purchasing 100,000 to 300,000 shares will be issued warrants
redeemable for an equivalent of 25% of the amount of shares purchased hereunder.
Investors purchasing in excess of 300,000 shares shall be issued warrants
redeemable for the equivalent of 50% of the amount of shares purchased
hereunder. Warrants shall carry an exercise price of $1.50 each and shall have
an exercise period of three years from the date of registration. Warrants shall
be registered at the close of the offering.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD THE RISK OF LOSS TO THEIR INVESTMENT. (SEE RISK FACTORS).
The shares have not been registered under the Act and may not be resold unless
they are so registered or an exemption from the registration requirements of the
Act is available.
The shares are being offered on a "best efforts" basis directly by RDCI. The
funds will be turned over to the Company immediately upon acceptance of each
subscription. All sales must be completed by December 31, 2000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Price to Investors* Proceeds to RDCI*
Per Share $1.00 $1.00
Total $5,000,000 $5,000,000
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Date of this Offering Circular is September 31, 2000
* excluding warrants
(C)2000 RDC International Inc.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD TO SUSTAIN A COMPLETE LOSS OF THEIR INVESTMENT. INVESTORS
WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE
TERMS OF THIS OFFERING AND THAT THEY HAVE SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT THEY ARE CAPABLE OF EVALUATING THE MERITS
AND RISKS OF THIS INVESTMENT. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE
CONTENTS OF THIS CONFIDENTIAL OFFERING MEMORANDUM (THIS "MEMORANDUM") OR ANY
OTHER INFORMATION FURNISHED BY RDC INTERNATIONAL, INC. AS LEGAL, FINANCIAL, TAX
OR OTHER ADVICE.
THIS IS NOT A PUBLIC OFFERING. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE COMMISSION OR
ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS MEMORANDUM IS CONFIDENTIAL AND IS SUBMITTED FOR USE SOLELY IN CONNECTION
WITH THE CONSIDERATION OF THE PURCHASE OF THE SECURITIES OFFERED HEREBY IN A
PRIVATE PLACEMENT. ITS USE FOR ANY OTHER PURPOSE IS NOT AUTHORIZED. A
PROSPECTIVE INVESTOR'S ADVISORS IN EVALUATING THE INVESTMENT MAY NOT REPRODUCE
IT IN WHOLE OR IN PART EXCEPT FOR DELIVERY AND USE. ANY OTHER REPRODUCTION OR
DISTRIBUTION OF THE OFFERING MATERIALS IN WHOLE OR IN PART, OR OTHER DIVULGENCE
OF ANY OF THEIR CONTENTS, WITHOUT PRIOR WRITTEN CONSENT OF RDC INTERNATIONAL,
INC., IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS
MAY PLACE HIMSELF AND RDC INTERNATIONAL, INC. IN VIOLATION OF FEDERAL OR STATE
SECURITIES LAWS. THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING MATERIALS,
AGREES TO RETURN THE OFFERING MATERIALS UPON REQUEST
(C)2000 RDC International Inc.
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IF THE OFFEREE DOES NOT SUBSCRIBE FOR THE SECURITIES OFFERED HEREBY.
THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM WAS PROVIDED BY RDC
INTERNATIONAL, INC.
PRIOR TO THE PURCHASE OF THESE SECURITIES, EACH PROSPECTIVE PURCHASER WILL BE
GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND TO RECEIVE ANSWERS CONCERNING THE
TERMS AND CONDITIONS OF THIS OFFERING. EACH PURCHASER MAY OBTAIN ANY ADDITIONAL
INFORMATION WHICH RDC INTERNATIONAL, INC. POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE, THAT MAY BE NECESSARY TO VERIFY THE ACCURACY OF
THE INFORMATION CONTAINED IN THIS MEMORANDUM, WITH OR WITHOUT REFERENCE TO ITS
PATENTS, COPYRIGHTS, TRADEMARKS OR TRADENAMES, IN WHICH THERE MAY BE A MEASURE
OF CONFIDENTIALITY CRITICAL TO RDC INTERNATIONAL'S RIGHTS OR EXISTENCE, OR THAT
OF THE INVENTOR'S RIGHTS, WHICH MAY BE CONFIDENTIAL, AND EXCLUSIVE NATURE
THEREOF.
ALL INQUIRIES SHALL BE DIRECTED TO RDCI'S CHIEF FINANCIAL OFFICER, ANTHONY A.
CELLA OR THE COMPANY'S OTHER OFFICERS, AUTHORIZED REPRESENTATIVES, INFORMATION
OFFICER OR CONSULTANTS, AT THE ADDRESS OF RDC INTERNATIONAL, INC., 1819 MAIN
STREET, SUITE 600, SARASOTA, FLORIDA 34236 (941) 365-9955.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
RDC INTERNATIONAL, INC. AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE SECURITIES HEREBY OFFERED HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(C)2000 RDC International Inc.
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THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WOULD BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SHARES OFFERED BY RDC INTERNATIONAL, INC. ARE SUBJECT TO WITHDRAWAL,
CANCELLATION OR MODIFICATION OF THE OFFER, WITHOUT NOTICE. RDCI RESERVES THE
RIGHT TO REJECT AN ORDER, IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE
SHARES OFFERED.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS
OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN
THIS OFFERING CIRCULAR, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RDC
INTERNATIONAL, INC. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALES
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF RDC INTERNATIONAL, INC. SINCE THE DATE OF
THIS OFFERING CIRCULAR.
RDC INTERNATIONAL, INC. WILL PROVIDE ITS SHAREHOLDERS WITH AN ANNUAL REPORT
CONTAINING FINANCIAL INFORMATION THAT HAS BEEN EXAMINED AND REPORTED UPON, WITH
AN OPINION EXPRESSED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
(C)2000 RDC International Inc.
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TABLE OF CONTENTS
RDC INTERNATIONAL, INC. b
OFFERING CIRCULAR SUMMARY..................................................2
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AGREEMENT OF MERGER........................................................2
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RDC INTERNATIONAL, INC.....................................................2
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THE OFFERING...............................................................3
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RISK FACTORS...............................................................4
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USE OF PROCEEDS............................................................5
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CAPITALIZATION.............................................................5
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GOVERNMENT REGULATION......................................................6
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LEGAL PROCEEDINGS..........................................................6
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MANAGEMENT.................................................................6
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BOARD OF DIRECTORS.........................................................7
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COMMITTEES OF THE BOARD OF DIRECTORS.......................................8
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DIRECTOR COMPENSATION......................................................8
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DESCRIPTION OF SECURITIES..................................................8
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REPORTS TO SHAREHOLDERS....................................................9
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INDUSTRY OVERVIEW..........................................................9
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RETRIEVAL DYNAMICS CORPORATION 11
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OUR COMPANY...............................................................11
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MISSION...................................................................11
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OBJECTIVES................................................................11
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BUSINESS OVERVIEW.........................................................12
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PRODUCTS..................................................................12
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QxprintTM...............................................................13
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DocLYNX7(TM)............................................................17
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MARKET OPPORTUNITY........................................................22
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COMPETITION...............................................................23
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(C)2000 RDC International Inc. i
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MARKETING.................................................................24
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Keys to meeting our strategic marketing objectives include the following:.24
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STRATEGIC ALLIANCES.......................................................26
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MARKETING RESEARCH........................................................26
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RETRIEVAL MANAGEMENT......................................................27
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OPERATIONS................................................................27
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INTELLECTUAL PROPERTY RIGHTS..............................................28
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RDC INTERNATIONAL, INC. 29
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SUBSCRIPTION PROCEDURES...................................................29
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INVESTOR SUITABILITY STANDARDS............................................30
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PLAN OF DISTRIBUTION......................................................30
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PROSPECTIVE INVESTORS........31
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RESTRICTION ON TRANSFERABILITY; REGISTRATION RIGHTS.......................31
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FORWARD-LOOKING FINANCIAL INFORMATION.....................................32
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<PAGE>
OFFERING CIRCULAR SUMMARY
The following summary is qualified in its entirety by reference to the detailed
information appearing elsewhere. Some information in this Offering Circular may
contain forward-looking statements. You can identify these statements by their
forward looking terminology such as, "may," "will," "expect," "anticipate,"
"continue," or other similar words. Forward-looking statements discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. When considering
forward-looking statements in this Offering Circular, each investor should keep
in mind that these statements are unaudited and have not been reviewed by the
Corporation's Independent Certified Public Accountant. In addition, each
investor should consider the "Risk Factors" section and other factors noted
throughout this Offering Circular before making any investment in the
Corporation.
AGREEMENT OF MERGER
On June 5, 2000, Retrieval Dynamics Corporation, (hereby referred to as
"Retrieval") a Florida Corporation, and Lautrec, Inc., ("Lautrec") a Florida
Corporation, entered into a merger agreement, whereby Lautrec, Inc. acquired all
of the outstanding common stock of Retrieval Dynamics Corporation.
Lautrec was organized on September 18, 1995, under the laws of the State of
Florida, having a stated purpose of engaging in lawful activities. To the date
of merger, Lautrec, Inc. has not entered into any activities.
Retrieval was organized on September 10, 1999, under the laws of Florida, having
the stated purpose to engage in the development of information and data systems
for the wireless communication industry.
Lautrec has filed an application to the NASD for the Company's shares to be
quoted on the OTC Bulletin Board. The application to the NASD was made during
the Commission comment period for Form 10-SB. The Company's application to the
NASD consisted of current corporate information, financial statements and other
documents required by Rule 15c211 of the Securities and Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price quotations for the
Company's shares to be published by such service. The Company is not aware of
any existing trading market for its common stock. The Company's common stock has
never traded in the public market.
Immediately following the completion of the merger, Lautrec, Inc. notified the
NASD and requested a company name change and corresponding stock symbol change.
The Company requested the new name to be RDC International, Inc. ("RDCI") and
stock symbol RDCX.
Subsequent to the completion of the merger agreement, Retrieval is now a wholly
owned subsidiary of RDC International, Inc. As of July 14, 2000, RDCI's 8K was
filed and accepted by the SEC and the Edgar database.
RDC INTERNATIONAL, INC.
RDC International, Inc., (the "Company", "RDCI") a Florida corporation, and
Retrieval Dynamics Corporation, ("Retrieval") a wholly owned subsidiary, have
their principal offices located at 1819 Main St., Suite 600, Sarasota, Florida
34236.
RISK FACTORS
An investment in the shares offered involves a high degree of risk and should be
made only by persons who can afford the loss of their entire investment. (See
"Risk Factors").
(C)2000 RDC International Inc. 2
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THE OFFERING
Each prospective investor is urged to read this Memorandum in its entirety.
Investment in the Shares involves a high degree of risk. See "Risk Factors."
Securities Offered: 5,000,000 shares* ("Shares") of Common Stock, par value
$.0001 ("Common Stock").
Minimum Offering: $ 5,000,000
Common Stock Outstanding: Before Offering: (approx.) 9,520,000 shares
After Current Offering: 13,000,000 shares (approx.)
Minimum Subscription: $ 25,000 (25,000 Shares*), unless RDCI, at its sole
discretion, permits subscriptions for less.
Best Efforts Offering: The Shares are being offered on a "best efforts" basis by
RDCI. The minimum amount is 5,000,000 Shares. Purchasers of the Shares must be
"accredited investors," as defined in Rule 501 of Regulation D under the Act.
Proceeds will be turned over to RDCI immediately upon acceptance of
subscriptions. There will not be any escrow of subscription funds.
Investor Suitability: Subscribers will be required to submit a completed
Confidential Offeree Questionnaire, in the form included in the Subscription
Booklet appended to this Memorandum (the "Questionnaire"), in order for the
Company to determine whether investor suitability requirements are satisfied.
See "Terms of the Offering - Investor Suitability Standards."
Subscription Agreement: Purchases of Shares must be made pursuant to a
Subscription Agreement in the form included in the Subscription Booklet appended
to this Memorandum (the "Subscription Agreement") containing, among other
provisions, representations and warranties by RDCI, investment representations
by the subscriber, restrictions on transferability of the Shares, the
registration rights referred to below, and indemnification relating to breaches
of representations and warranties and to such registration rights.
Risk Factors: In addition to the other information contained in this Memorandum,
prospective purchasers of the Shares in this Offering should carefully consider
the discussion of "Risk Factors" contained in this Memorandum.
Use of Proceeds: Establish industry partnerships for services, software research
and development and working capital.
* excluding warrants
(C)2000 RDC International Inc. 3
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RISK FACTORS
THE SHARES OFFERED ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK, AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK
ASSOCIATED WITH THIS OFFERING.
Each offeree of the shares of common stock offered should, prior to purchase,
carefully consider the following risk factors, as well as other information
contained herein:
Extremely Limited Operating History. RDCI only recently commenced operations.
Accordingly, an investment in the shares is highly speculative and is only a
suitable investment for an investor who recognizes the high risks involved, and
has no need for liquidity in the investment. RDCI business must be considered in
light of the risks, expenses and problems frequently encountered by companies in
their startup and early stage of development, particularly companies in new and
rapidly evolving markets such as wireless communications. Specifically, such
risks include the failure of RDCI to anticipate and adapt to a developing
market, the rejection of RDCI services and products by wireless consumers,
development of equal or superior services or products by competitors, and the
inability to identify, attract, retain and motivate qualified personnel. There
can be no assurance that RDCI will be successful in addressing these risks.
There can be no assurance that RDCI can generate revenue growth, or that any
revenue growth that is achieved can be sustained. Revenue growth that RDCI may
achieve may not be indicative of future operating results. RDCI plans to
increase its operating expenses in order to increase its sales and marketing
efforts, fund greater levels of product development, increase its staff, and
increase its general and administrative costs to support the anticipated
enlarged organization. To the extent that increases in such operating expenses
precede or are not subsequently followed by increased revenues, RDCI business
results of operation and financial condition will be materially adversely
affected.
Limited Financial Resources. The net proceeds of the offering, if the maximum
amount is sold, are anticipated to be expended by RDCI in the next 10 months.
However, RDCI may need to seek additional funds at that time through equity
financing, which may result in dilution to the then existing shareholders, or
through bank or other borrowings. There can be no assurance that any additional
funds, if needed, will be available on terms acceptable to RDCI.
Technological Change; Dependence on New Services; Risk of Delays. The market in
which the Company competes is characterized by rapidly changing technology,
evolving industry standards, frequent new service and product announcements,
introductions and enhancements, and changing customer demands. These market
characteristics are exacerbated by the emerging nature of the Web and the
apparent need by companies from a multitude of industries to offer Web-based
products and services. Accordingly, RDCI's future success will depend on its
ability to adapt to rapidly changing technologies, its ability to adapt its
services to evolving industry standards; and its ability to continually improve
the performance, features and reliability of its network in response to both
evolving demands of the marketplace and competitive service and product
offerings. The failure of RDCI to adapt to such changes and evolution would have
a materially adverse affect on RDCI business, results of operations and
financial condition.
No Dividends. RDCI has never paid a cash dividend on its common stock, and does
not intend to pay cash dividends in the foreseeable future. It currently intends
to retain substantially all future earnings for use in its business.
Control by Management and Discretion in the Use of Proceeds. All of the net
proceeds of this offering will be used for the purposes discussed in the Use of
Proceeds section as well as for general working capital purposes to be expended
in the sole discretion of the Board of Directors.
Lack of Market for Shares. There is presently no public market for RDCI common
shares, and none is likely to develop unless RDCI completes a public offering of
its shares. There can be no assurance that the shares offered could be resold.
(C)2000 RDC International Inc. 4
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Determination of Offering Price. The offering price per share was determined
arbitrarily by RDCI and is not based on net worth, earnings or other established
investment criteria of value. Accordingly, there can be no assurance that the
shares offered could be resold at the offering price, if at all.
Market Acceptance. RDCI's ability to successfully market its products will
depend upon its acceptance by Internet customers. There can be no assurance that
RDCI will be able to achieve commercial acceptance of its wireless application
software.
Restricted Securities. Any securities sold by RDCI will be sold pursuant to the
exemptions claimed under the Securities Act of 1933 and certain state securities
laws. Purchasers of the shares do not have any right to require the registration
of the shares under the 1933 Act. The shares may not be resold unless they are
subsequently registered under the 1933 Act or exemption from registration is
available. The shares will bear a legend specifying such restrictions and will
be restricted as to transfer. As a result, the purchaser must bear the economic
risk of the investment in shares for an indefinite period of time.
USE OF PROCEEDS
The net proceeds to RDCI from the sale of the shares offered will be
approximately $5,000,000 if the Offering is raised. The proceeds will be used
for product development and working capital. Until funds are needed they may be
invested in short-term obligations and money market funds. The funds will be
used as follows:
Operating Partnership Development $ 1,500,000
Product Research & Development $ 2,500,000
Working Capital $ 1,000,000
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Total $ 5,000,000
CAPITALIZATION
The following table sets forth the estimated Pro-Forma capitalization of RDC
International, Inc. and its consolidated wholly owned subsidiary, Retrieval
Dynamics Corporation, at May 30, 2000, and is adjusted to give effect to the
sale of the maximum number of the shares offered.
Consolidated Pro-Forma
Estimated (1) Adjusted (1)
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Stockholder's Equity $ (332,324) $ 4,667,672*
Total Capitalization $ (332,324) $ 4,667,672*
(1) Financial information presented above is UNAUDITED and has not been
reviewed by our Independent Certified Public Accountants.
* excluding warrants
(C)2000 RDC International Inc. 5
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GOVERNMENT REGULATION
Currently, we are not subject to any direct laws or regulation by the Federal
Communications Commission or any other governmental agency (other than those
which govern general business practices). In the future, our services and
products, or those of our wireless service provider, may become more regulated,
thus affecting the cost of doing business and our profitability.
LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings.
However, we may from time to time become party to various proceedings arising in
the ordinary course of business.
MANAGEMENT
The executive officers of RDC International Inc., with a brief description are
as follows:
Name Age Position
------- --- --------------------
Peter Voghel 36 Chief Executive Officer/Chairman of Board
Anthony A. Cella 55 Chief Financial Officer/Board member
John Harkola 48 Vice President of Marketing/Board Member
Clifford Tager 42 Corporate Secretary/Board Member
Peter M. Voghel is Chairman of the Board of Directors and CEO of RDCI. While
attending Broward College he was recruited by Motorola to become involved in
their engineering group. He has been involved in electronic information
management since the mid-1980s, and founded two successful companies involved
with document imaging and management services. In 1987, he formed Advanced
Information Management in Jacksonville, Florida, where he drove revenues to over
$5 million annually. He sold his interest in this company and began a successful
consulting practice assisting in the start up and management of over 20
companies. Additionally, he has advised private and publicly traded firms
regarding business, strategy and product development and deployment.
Anthony A. Cella, C.P.A., is Chief Financial Officer and a member of the Board
of Directors. He is a graduate of St. John's University in New York and received
his masters degree in finance from NYU. His background is in SEC filings and
financing start-up operations. Prior to joining the company, he was CFO with a
technology-based operation. Mr. Cella started his career with Ernst & Young, a
New York-based public accounting firm, and moved into private industry in 1970,
with USV Pharmaceutical Corporation and Ametek, Inc.
John Harkola is Vice President of Marketing and a member of the Board of
Directors. His 30-year career in executive management and marketing for a client
base that included such firms as Kodak, Bausch & Lomb, Xerox and IBM is steeped
in technology applications. He has won international and national awards and
industry honors. Mr. Harkola was previously the executive vice
president/director of a marketing/media production company based in Rochester,
New York and Dallas, Texas, and of a marketing communications firm in Lincoln,
Nebraska.
Clifford Tager is the Intellectual Property Counsel, Corporate Secretary, and a
member of the Board of Directors. Mr. Tager established his private law practice
in 1991. He specializes in all aspects of intellectual property law matters
including patents, trademarks, copyrights, trade secrets, trade dress, computer
software, licensing and litigation. Mr. Tager received a Juris Doctorate from
The George Washington University, National Law Center.
(C)2000 RDC International Inc. 6
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BOARD OF DIRECTORS
On June 20, 2000, after the completion of the agreement of merger, the
shareholders of the new consolidated corporation, RDC International Inc.,
elected and installed a new Board of Directors. Those individuals elected and
installed were: Messrs. Voghel, Cella, Tager and Harkola, all of whom are
officers of RDCI. In addition, the shareholders also elected and installed
Messrs. Reiter, Vossler and Bengtson, who previously held Directors positions
with Retrieval Dynamics Corporation.
Alan A. Reiter is president of the pioneering consulting firm Wireless Internet
& Mobile Computing. Mr. Reiter has been analyzing the convergence of the
wireless communications and computing industries since 1978. His firm analyzes
such areas as smart wireless devices, wireless e-commerce, wireless information
services, wireless portals, wireless access to corporate databases, wireless
security and wireless advertising. Clients range from multinationals to small
startups and have included/include: BellSouth, Ericsson, Motorola, Nokia,
Proxicom and the Wireless Data Forum. Previously, Mr. Reiter established the
world's first wireless computing newsletter and was instrumental in establishing
the world's first cellular magazine. He also established the first cellular
conference, the first wireless data conference and helped develop Telocator
Network of America (now called the Personal Communications Industry
Association). Mr. Reiter has a B.A. in English and Writing, a M.S. in
broadcasting, and has completed additional graduate courses in electrical
engineering for telecommunications, and science, technology and foreign affairs.
Bradley J. Vossler, Chief Development Officer for Retrieval Dynamics and member
of the Board of Directors, has been at the forefront of computer applications
technology for the past 10 years. He has extensive experience with
Internet-related technologies and specializes in using both emerging and
established technology to satisfy business needs. His unique blend of business
and computer education from the University of Nebraska-Lincoln and experience
allows him to envision and build practical applications for today's business
world. Mr. Vossler has worked with businesses of every size from single-owner
consulting companies to multi-national information technology corporations. His
background includes the use of several programming platforms; Internet and
Intranet networking planning, installation and configuration; and SQL database
management and configuration.
Rob Bengtson has over eight years of professional Internet development
experience. He is well versed in Internet protocols and the hardware/software
necessary to setup new Internet sites. Along with his Internet development
experience, Mr. Bengtson is experienced with Visual Basic, Microsoft SQL server
and various other platforms and programming languages. He received his B.S. in
computer science and engineering from the University of Nebraska-Lincoln. He
worked for a national magazine publisher and has been integral in the creation
and subsequent development of their Internet publishing initiatives. In 1997, he
and a partner founded Cepter Enterprises, a computer consulting firm
specializing in database publishing on the Internet. Mr. Bengtson will be
advising the company on its backend web development strategies.
We plan to expand our board to include representatives of hardware providers,
real estate agents and brokers, attorneys, and other mobile professionals.
Our executive officers will be appointed by and serve at the discretion of our
Board of Directors. We expect that our non-employee directors will devote such
time to our affairs as is necessary to discharge their duties. There are no
family relationships among any of our executive officers, directors, or key
employees.
(C)2000 RDC International Inc. 7
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COMMITTEES OF THE BOARD OF DIRECTORS
The compensation committee:
o Determines the compensation of senior executive officers (chief
executive officer and president, chief operating officer, and chief
financial officer), subject, as the Board so directs, to the Board's
further ratification of the compensation;
o Determines the compensation for other officers or delegates such
determination to the chief executive officer;
o Grants options, stock, or other equity interests under our stock
option or other equity-based incentive plans; and
o Administers those plans and, where such plans specify, our employee
benefit plans.
The audit committee:
o Makes recommendations to the Board concerning the engagement of
independent accountants;
o Reviews with the independent accountants plans and results of the
audit engagement;
o Approves professional services provided by the independent
accountants;
o Considers the range of audit and non-audit fees;
o Verifies that auditors, internal and external, are independent of
management and are objective in their findings;
o Reviews annual CPA audit and recommendations of internal controls and
related management response;
o Reviews the audit reports with management and the auditor;
o Oversees the internal audit function; and o Monitors management's
efforts to correct deficiencies in any audit examination.
DIRECTOR COMPENSATION
Except for reimbursement for reasonable travel expenses relating to attendance
at Board meetings and discretionary grants of stock options, directors will not
be compensated for their services as directors.
DESCRIPTION OF SECURITIES
RDC International, Inc. has authorized 20,000,000 shares of common stock, $.0001
par value, and 3,000,000 shares of preferred stock, no par value. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. Voting is non-cumulative so that shareholders holding more than
50% of the outstanding shares of common stock are able to elect all members of
the Board of Directors. There are no preemptive rights or other rights of
subscription.
Each share of common stock is entitled to participate equally in dividends as
and when declared by the Board of Directors of RDC International, Inc. from
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are non-assessable and are not subject to redemption or conversion
and have no conversion rights.
The preferred shares have no voting rights. To date, no preferred shares have
been issued.
The offering price of the shares has been arbitrarily determined by RDCI. The
offering price bears no relationship to assets, earnings, book value or any
other commonly used criteria for valuation.
(C)2000 RDC International Inc. 8
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REPORTS TO SHAREHOLDERS
RDC International, Inc. will provide its shareholders with an annual report
containing audited financial statements.
INDUSTRY OVERVIEW
Data communications is the fastest growing segment of the communications
industry. The Internet, in particular, has emerged as one of the fastest growing
communications media in history and is dramatically changing how businesses and
individuals communicate and share information. International Data Corporation
(IDC) estimates that the number of Internet users worldwide will grow from 196
million in 1998 to 502 million by 2002. Forrester Research, Inc. projects that
the total market for Internet access and hosting will grow from $3.7 billion in
1998 to approximately $56.6 billion by 2003.
Traditionally, small and medium sized businesses have relied on low speed lines
for data transport. Data communications, particularly through the Internet, have
made it possible for smaller companies to compete more effectively with larger
competitors. Most companies, particularly small and medium sized businesses,
lack the expertise, capital or personnel required to install, maintain and
monitor their own web infrastructures. With the convergence of wireless
communications and Internet services, more businesses each quarter are opting
for wireless technology to meet their data and communication needs.
In recent years, the proliferation of wireless communications solutions has
extended the reach and connectivity of mobile professionals. For example, in
voice communications, cellular telephones have enabled mobile users to place
phone calls from virtually any location. Similarly, advances in wireless data
communication, including wireless local area networks (LANs) have enabled the
extension of enterprise networks to the notebook computers and the handheld
information communication devices of mobile users. The projected growth of
wireless data communication systems, driven by increasing connectivity options
for mobile users, will result in increased accuracy, timeliness and convenience
of information access, thereby reducing costs and improving productivity.
Approximately 48 million U.S. workers have jobs that require them to be mobile
much of the time. These workers cannot afford to be out of touch if they are
expected to compete successfully in the Information Age. These mobile
professionals need tools that provide them with real-time access to
mission-critical information at all times.
(C)2000 RDC International Inc. 9
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RETRIEVAL DYNAMICS CORPORATION (A
WHOLLY OWNED SUBSIDIARY OF RDC INTERNATIONAL, INC.)
OUR COMPANY
Retrieval Dynamics Corporation, ("Retrieval"), a wholly owned subsidiary of RDC
International, Inc., provides wireless server based information management
services for professionals. Its temporary offices are located at 1819 Main St.,
Suite 600, Sarasota, FL 34236 and its telephone number is (941) 365-9955.
Retrieval maintains a web site at www.retrievaldynamics.com. Information
contained on our web site does not constitute a part of this prospectus.
MISSION
Retrieval Dynamics Corporation conceives and develops industry-specific wireless
software and service solutions for mobile professionals. Retrieval is first and
foremost an eWASP(TM), a term that describes our core offerings and is an
acronym for "electronic wireless application service provider." As a service
provider we focus on developing and offering wireless application services.
OBJECTIVES
Retrieval is a growing company. Our objective is to be the niche provider of
eWASP(TM) technology and information management tools by using our expertise in
application development. We will develop Qxprint(TM) as the ultimate back office
tool that will let clients send documents from any wireless device in real-time
through print, fax, or e-mail. DocLYNX7(TM) will provide the mobile professional
a data application and information tool, bundled with vertically specific
functionality offering a complete wireless solutions for their business needs.
We seek to maximize our recurring revenue stream initially by extending our
eWASP(TM) services to a variety of professional vertical markets. Our objectives
for our software applications include the following key elements:
o sell our products in many vertical markets, as the market for wireless
technologies is developing;
o successfully launch Qxprint(TM)as a horizontal wireless application
marketed to any mobile sales professional;
o pursue marketing opportunities which allow Retrieval Dynamics to
develop the market presence needed to support sales goals and to
attract developers of new products and services;
o maintain and strengthen our strategic relationships with suppliers and
customers;
o focus on providing a quality product, in addition to support and
development after the sale;
o utilize our expertise in management to deliver products and services
in a timely manner, control costs, and manage budgets;
o pursue selective partnerships to expand our capabilities products and
services;
o build the infrastructure to support our future broadcasting services.
(C)2000 RDC International Inc. 11
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BUSINESS OVERVIEW
We offer a broad range of skills in designing, developing, selling and
supporting our software and service solutions. We are able to offer these
capabilities based on our engineering expertise in developing platforms and
applications providing support for these solutions, and partnering with industry
leaders to expand and enhance our current and future offerings.
Retrieval will form co-marketing and strategic alliances and partnerships to
build its brand, offer an international presence, and drive multiple revenue
streams.
We have all of the tools necessary to provide our customers with solutions for
their information management needs. Our development and management team members
have more than 150 years combined experience in the information and data
management field. Our team has a mandate to identify new ways to assist the
mobile professional in becoming more productive. Our initial wireless
applications, Qxprint(TM) and DocLYNX7(TM) will enable users to easily manage
vast amounts of information in various formats, including documents, forms,
pictures, streaming video, e-mail, and fax. Other features include video
conferencing, voice recognition and a Personal Information Management (PIM)
tool. We will offer our customers several subscription packages that will
include the software, print and fax on demand features, and a set number of
minutes of wireless Internet service per month.
PRODUCTS
Our initial offering is Qxprint(TM), a back office tool for the mobile
professional. QxprintTM is best described as a thin client application that the
user can access with any wireless data device. Through a Partnership with a
national leader in print-on-demand technology, Qxprint(TM) will offer a sample
document library that can be selected, viewed, customized and cataloged for
users of Wireless Application Protocol (WAP) cell phones, Research in Motion's
(RIM) and Motorola's two-way pagers, Palm devices and any other wireless device.
The service will be accessed through Retrieval's web site. The customer can
manage and upload documents that will be convertible to a secure read-only Adobe
PDF file which can be accessed via a wireless device and sent via e- mail, fax,
or printed mail to the customer's selected contact.
Our other wireless application, DocLYNX7(TM), will enable users to warehouse
documents, forms, pictures, and streaming video; send e-mail and faxes; print on
demand; provide text to speech capabilities; and retrieve the stored mediums to
their laptop or hand-held computer. DocLYNX7(TM) is a full-blown client
application that the user will install via CD-ROM or download on their desktop,
laptop, or handheld computer.
Currently, this product works on a Windows NT/98 platform, which is useable on
most laptops with a Cellular Data Packet Distribution (CDPD) and normal wired
dial-up. We plan to manage information by spooling information from the
DocLYNX7(TM) client to other handheld platforms such as Windows CE devices, cell
phone browsers such as Phone.com's Unwired Planet, and RIM two-way pagers. We
will partner with middleware providers such as Broadbeam and Air2Web to deliver
the content via WAP, Short Messaging System (SMS) phones, or any other medium.
(C)2000 RDC International Inc. 12
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QxprintTM
The Qxprint(TM) engine was designed to allow wireless devices the capability to
direct the retrieval of data to a fulfillment center. The additional
functionality of attaching real-time information to the retrieved data opens
limitless possibilities. Wireless devices connect via thin client software to
the Internet and our data transaction application server. The real time data is
merged with the retrieved data and the new information is formatted and passed
on for distribution. An e-mailed confirmation message is bounced back to the
originator. The transaction is recorded and can be easily accessed for review
and auditing.
The Qxprint(TM) engine is an enterprise solution making possible variable order
entry and fulfillment on a wireless platform. Any enterprise with a mobile
professional base can use the Qxprint(TM) solution to more cost effectively
facilitate any number of functions from remote ordering to back office services.
Qxprint(TM) will work on virtually any wireless appliance ranging from the RIM
two-way pagers, WAP phones, and assorted Personal Digital Assistants (PDAs).
Each wireless device will be presented with a unique custom interface consisting
of menu choices driven by our transaction servers.
[GRAPHIC OMITTED]
(C)2000 RDC International Inc. 13
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Qxprint.com
Through Qxprint.com, Retrieval will be able to offer the most sophisticated
real-time back office solution to the mobile professional. Qxprint.com will
allow the user to merge contacts to customer selected documents. With a simple
execute command the information is sent to the print-on-demand facility for
fulfillment by postal, e-mail or fax. A return e-mail confirmation receipt is
sent to the client. The service will work on virtually any wireless appliance
ranging from the RIM two-way pagers, WAP phones, and assorted Personal Digital
Assistants (PDAs).
The most exciting element of Qxprint.com is that the service is driven by our
customers. Qxprint.com will allow customers to upload and store several
documents which they can choose to fax, e-mail or mail hard copy to their
prospects at any time from their wireless device. The website will contain a
secured customer log in and account management section which will allow the
customer to audit their transactions and edit their documents and contacts
online Furthermore, an Active X script will allow the customers to export and
store their Outlook(R), Lotus(R), Act(R), or Goldmine(R) contact lists to our
website for easy access anywhere and anytime. In the future Retrieval will
retail wireless devices and solutions from the public section of the site. By
doing so, Retrieval can offer several complete packaged solutions.
[GRAPHIC OMMITTED]
(C)2000 RDC International Inc. 14
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[GRAPHIC OMMITTED]
The graphic above illustrates the information flow of Qxprint(TM). In Step 1, at
Qxprint.com, documents are selected from the user library or uploaded by the
client to their personal library. Contacts from their PIM can also be uploaded
for later use. Step 2, the client can assign a contact with a document using any
one of a number of wireless devices and select a delivery format. Step 3, the
contact information is merged with the document and sent as e-mail, fax or
printed and mailed from the fulfillment center. Step 4, a confirmation e-mail is
sent to the client.
(C)2000 RDC International Inc. 15
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[GRAPHIC OMMITTED]
(C)2000 RDC International Inc. 16
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DocLYNX7(TM)
DocLYNX7(TM) provides the mobile professional with a wireless data application
and/or information tool that is capable of interfacing with a variety of
networks, operating systems and platforms, thereby minimizing the complexity
associated with wireless networks.
The DocLYNX7(TM) solution is truly cutting-edge. For the first time in the
history of mobile computing, a suite of vertically specific (but scalable)
services is bundled in a client application with an application server that
provides wireless access to shared information. DocLYNX7(TM) translates years of
user knowledge and experience into practical wireless applications customized
for the specialized needs of the market/industry. Additionally, the DocLYNX7(TM)
documentation is easy to use, having been written by writers and end-users
rather than software designers. DocLYNX7(TM) is explained in exceptionally clear
and understandable terms.
The key is our user-defined interface. We believe the mobile professional has
never had such capabilities in an easy-to-use tool.
Many products on the market today can help professionals perform their jobs
better. There are Personal Information Managers, schedulers, collaboration tools
and any number of other applications that could be of use, but few people have
the time and patience to learn how to use them all. Most people end up using a
fraction of what is available and benefit from only a fraction of the functions
of those tools they do use. What's more, people seldom learn their tools well
enough to use them together to help them most efficiently achieve their goals.
An example is shown in Figure 1. Notice how none of the components work
together, and each system needs its own version of common information. In the
case below, file and contact management functions must be built into each
component separately, which means the user must supply the information in
different ways in different applications.
[GRAPHIC OMMITED]
Figure 1: Non-integrated systems operate inefficiently by not working together -
none of the pieces fit.
(C)2000 RDC International Inc. 17
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DocLYNX 7TM has solved this problem by providing all the most useful tools in a
single, simple, integrated interface: email, calendar, scheduling, picture
capture and retrieval, forms processing, document warehousing, collaboration and
more - all from within the same interface and all just a click away. This allows
the user to learn one methodology for performing several tasks, which increases
efficiency and effectiveness and reduces learning time. Each component of
DocLYNX 7TM has been built to work with every other component to provide
seamless sharing of information and functionality between all components - see
Figure 2.
Common tasks such as sending a document to a client or associate, faxing a
proposal or listing a new property have been automated by the use of intelligent
wizards. These wizards step the user through each phase of the process to allow
them to accomplish their goals as easily as possible. The integration of
technologies is what makes DocLYNX 7TM unique in the technology marketplace.
[GRAPHIC OMMITTED]
Figure 2: All the pieces of DocLYNX7(TM) fit together to provide a true working
solution for the user.
DocLYNX 7TM is a unique and efficient blend of all the components needed for a
mobile professional to compete in today's market. Each component has great value
in and of itself, but the value of all the components together in a single
package is much greater due to DocLYNX7(TM)'s integration.
DocLYNX 7TM uses accepted industry standard technology in all its functionality.
This allows it to interact with other systems now and in the future. The program
was designed and built from its inception to seamlessly interface with wireless
technology - the technology of the future.
Our initial product is personalized for the real estate professional. We intend
to develop similar applications for financial, legal, construction, insurance
and other industries.
(C)2000 RDC International Inc. 18
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Features of DocLYNX7TM
Document Library. The document library allows the professional to scan documents
into the database from a national business support company. We are currently
seeking a strategic relationship with a national organization to provide not
only the scanning capabilities, but also a large number of print-on-demand
features and other business support functions. The documents scanned into the
library are easy to search and retrieve based on keyword, date, or subject. The
professional queries the library by any number of terms; for example, the real
estate professional could enter street address, closer, buyer, etc. The document
is displayed as a result of the search. The professional is then able to print
the document to mail, send electronically, or fax on demand for a total
collaborative effort.
Forms. DocLYNX7(TM) will provide on demand all forms relevant to the industry.
All state and federal certified forms will be available in the system. As such,
the professional will have the ability to recall these forms as needed and share
them much in the same way as those completed forms which have been scanned into
the document library. The state and federal forms will be available for print,
fax, or e-mail as needed.
Pictures. DocLYNX7(TM) allows professionals to post still pictures and streaming
video to web sites via hand-held picture books or through wireless or wireline
communication networks. These captured images may be shared via e-mail
immediately upon capture. Additionally, with the picture book and wireless
transmission, the professional is able to retrieve pictures on demand and share
that information with their clients or co-workers in real time in the field.
E-mail and Faxing, E-faxing. As has been alluded to in earlier feature
descriptions, DocLYNX7(TM)provides for e-mail and faxing services at any time.
Video Conferencing. The video conferencing features of DocLYNX7(TM) allow for
remote mentoring with continued education and training, and interaction with
other DocLYNX7(TM) users. Often, training is done at a remote location with
little or no follow-up on technique and application. The video capture feature
of picture book equipment allows trainees to broadcast their client interactions
to a mentor for evaluation and improvement. A professional seeking advice on a
particular issue is able to interact with other users in real time who may have
already experienced and overcome the issue.
Voice Recognition. Using voice recognition, DocLYNX7(TM) users are able to
reduce the time they spend transcribing notes or entering information. The
professional is able to dictate the information directly into the system for
immediate upload and possible printing. Additionally, voice recognition allows
the user to attach audio files to text or files for further explanation of
listing or features.
[GRAPHIC OMITTED]
(C)2000 RDC International Inc. 19
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Example
- DocLYNX 7(TM) For the Real Estate Professional
[GRAPHIC OMITTED]
(C)2000 RDC International Inc. 20
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[GRAPHICS AND LOGO OMITTED
(C)2000 RDC International Inc. 21
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[GRAPHIC OMITTED]
SERVICES
The services we plan to offer or which are being developed include:
* Web server based image/information and information management
* Client solutions that interface with video- enhanced mobile computers
configured to our specifications.
* A wireless data management based ISP service providing image
conversion (outsourced) and managed access
* Print on demand through cooperation with a nationally-recognized print
fulfillment company
MARKET OPPORTUNITY
The beginning of a new millennium marks the beginning of a wireless
revolution so powerful that not one but several new markets are being defined
before our eyes. Corporations, driven by fear of "perfect competition" where
neither buyers nor sellers can affect prices, are looking to wireless technology
as a strategic weapon that gives them a competitive advantage. A recent report
from Cahners In-Stat Group estimates that by the year 2002, medium and large
firms will spend over $117 billion on wireless equipment and services, more than
double the $54 billion spent in 1998. ("A Wireless Revolution: Medium and Large
Market Wireless Opportunities," Wireless Week, December '98)
Furthermore, the compound annual growth rate for wireless data from
1996 through 2003 is projected to be 35 percent. The market is expected to grow
to 10 times its current value and reach close to $2.5 billion by the year 2002.
(Frost & Sullivan reports, "Mobile Data Services: How to Keep Your Customers and
Profits Moving" and "North American Wireless Office Markets," November '97)
Gartner Group also predicts a growing industry. "The opportunity for wireless
data communication in the United States is huge, with 25.3 million of the 112.1
million workforce having a mobile job requirement."
(European and North American Wireless Data Trends, February 2000)
Business Week, June 5, 2000, projects that soon wireless users will
outnumber wired ones, with the U.S. user base growing from 560,000 in 1999 to
73.1 million in 2003. Growth globally will also be dramatic, from 91,000 to 72.0
million users in Western European countries; 460,000 to 143.4 million in Asia
and the Pacific Rim; and 3.8 million to 40.9 million users in Japan. The article
also projects an increase from 5 million wireless Internet subscribers today
worldwide to 330 million in three years.
The integration of wireless networks with the Internet combined with the
convergence of "smart" mobile devices incorporating newly-designed web browsers
and operating systems that will accommodate third- party applications will
drastically change the way millions of people around the world conduct their
businesses and utilize their leisure time. The strongest user demand for
wireless Internet services comes from three categories: e-mail messaging, World
Wide Web browsing, and pull content (also known as Web clipping). Of the three,
e-mail messaging is the most critical. Workers rely on e-mail and want access to
it all the time, even when they don't have access to a phone jack. Other popular
applications for the mobile professional include document retrieval, print and
fax on demand, voice recognition, video conferencing, and personal information
management.
Being away from the office is no longer an excuse for being non-productive.
Vendors develop new portable computing devices at breakneck speed. Wireless data
allows customer service, sales executives and other members of the team to
perform where customer demands dictate and with minimal restriction. This will
be a key revenue producer for companies with 100 or more employees, and will
provide a wide marketing opportunity for wireless equipment, wireless
applications development and wireless services.
Today's wireless data transmission rates of 9.6 Kbps and 14.4 Kbps are too slow
for most users when dealing with e-mail attachments such as word processing and
spreadsheet documents. Nearly two-thirds of 500 respondents to a Cahners In-Stat
Group survey said it was very important or extremely important to view
attachments over wireless e-mail. (Wireless Week)
(C)2000 RDC International Inc. 22
<PAGE>
Slow speed isn't the only barrier to user satisfaction. Many of the portable
devices available today such as pagers and palmtop computers cannot accommodate
viewing attachments due to a small screen size.
As with any emerging market, companies are scrambling to offer their solutions.
Such business models that currently exist in the wireless industry include
wireless Internet service providers (WISP), wireless application service
providers (WASP), and wireless applications developers. WISPs include Sprint
PCS, AT&T, GoAmerica, Palm, and Verizon (Bell Atlantic and Vodaphone's joint
venture company). WASPs include Aether Systems, Geoworks, and Retrieval.
Application Developers include Microsoft, Phone.com, Aether, and Retrieval.
As noted in a recent webzine issue of Red Herring magazine, "WASPs enable
businesses to adapt their Internet content and enterprise applications for
wireless devices. WASPs can enable any application. Current WASP offerings
include stock trading, consumer banking, news, e-commerce and access to
applications such as Microsoft Outlook or IBM Lotus Notes. Although varying WASP
business models exist, the generic models consist of either hosted or on-site
applications."
(http://www.redherring.com/investor/2000/0407/inv-
vwireless040700.html)
Retrieval Dynamics Corporation provides a total solution to the mobile
professional. The company is positioning itself as a vertical centered Wireless
Application Service Provider. Also, the company will continue to develop
multi-platform applications to benefit mobile professionals. Retrieval is ready
to enter this marketplace and become a leader in providing a complete mobile
solution to the real estate professional and other vertical markets. Our
potential client has an income of over $85,000 annually and is either self-
employed or a partner in a firm. We are confident that the top 10 percent of
income earners in the identified verticals will show an initial interest in
Retrievals services. Our goal is to convert 20 percent to DocLYNX7(TM)
subscriptions within three years, by providing them with tools that allow them
to access real-time information on demand. Our goal for Qxprint(TM) is to
achieve 5,000 customers in the first fiscal year, 70 percent from direct mail
and 30 percent from basic marketing.
COMPETITION
The market for information management services is worth an estimated
$3.8 billion at end-user value in 1999 and is projected to grow at 20 percent
(AIIM, August 1999 and Infocorp.) The market for wireless data services is
becoming increasingly competitive. Companies such as OpenSky, Aether Systems and
Riverbed are providing limited content but have the resources to offer similar
services. We will partner with large systems integrators or similar companies to
offset any encroachment by these firms. As the barriers for entry into wireless
communications decrease, the number of competitors will increase. While these
competitors will have the ability to provide much of the same offering, we are
confident in our ability to provide these services better than our competitors,
with more value added.
Initial competition for DocLYNX7(TM) will come from companies such as CreSenda,
Tegris, and Cyclovision. These companies provide a service to the real estate
agent, which is only one vertical of the DocLYNX7(TM) solution.
Other competitors include vVault.com which provides a similar solution to
Qxprinta called BeamDocs. Their solution lacks the print on demand feature. We
are confident that Retrieval can offer expanded services in a more cost
effective manner. Additionally we offer the back office support needed to drive
a multi-million dollar business.
(C)2000 RDC International Inc. 23
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MARKETING
Our strategy is to become a dominant provider of wireless data applications and
information management solutions by using our engineering expertise and
knowledge of information management; aggressively promoting our product through
direct sales, advertising, Internet branding and trade show marketing, and
forming strategic alliances with key industry leaders. We seek to maximize our
recurring revenues by providing monthly ISP and wireless services for our
applications along with site licenses for our enterprise editions. We also plan
to enter new domestic and foreign markets by expanding into other vertical and
horizontal markets, increasing the number of our channel partner relationships,
and fostering new strategic alliances.
Keys to meeting our strategic marketing objectives include the following:
Build critical mass.
Our company must build a branding strategy through aggressive promotion of our
vertical market based applications. This can be done through advertisements in
various trade specific magazines and websites. We plan to have a presence at
several trade shows where we can demonstrate our products and services. Our
marketing strategy includes press releases on new developments along with
speaking engagements for top managers to promote and build brand awareness. Also
the company may seek the expertise of a large public relations firm to build top
of mind awareness not only in our vertical markets, but also the investment
community.
Develop the market for existing and new products for mobile professionals.
Our initial focus is on meeting the needs of the mobile professional. We focus
on the sales professional who understands the value of real time information and
the ability to share that information with their clients, colleagues and offices
in a timely manner. We plan to develop a complete solution, which includes the
software as well as the platform on which to drive their information needs. We
will develop additional services, which will expand and enhance the capabilities
of DocLYNX7(TM) and Qxprint(TM). These enhanced functions will empower our
professional clients to use information more efficiently and effectively.
Expand into new industries.
We believe that we can apply our information management solutions and wireless
applications in any market, including, but not limited to, real estate,
financial, insurance, construction, industrial, and legal. Additionally, the
products are easily adaptable to horizontal markets including traditional
industrial businesses, manufacturing and distribution.
Our long-term strategy is to become a business content broadcaster/manager
through DocLYNX7(TM) Broadcasting. As wireless speeds increase, this service
will become a larger part of our strategic plan for subscriber retention. We
envision a time when our clients will participate in an online community where
one can watch video, conference with peers and clients, and view remote
professional activities with wireless streaming video.
Pursue channel partners, direct response marketing, and strategic acquisitions.
We intend to market our products through channel partners who share our goals
and values, direct marketing efforts and traditional marketing. Additionally, we
are seeking strategic alliances with companies who could provide us access to
their databases.
(C)2000 RDC International Inc. 24
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Develop our customer base and strengthen the DocLYNX7(TM) and Qxprint(TM) brands
through enhanced sales and marketing promotions. We intend to be aggressive in
our marketing mix by promoting the DocLYNX7(TM) and Qxprint(TM) brands. We
intend to target the DocLYNX7(TM) sales force in the real estate industry,
property management,
financial services, insurance, construction, etc. Initially, we will begin a
beta testing phase that will allow us to collect and analyze customer feedback.
With this information, we can formulate a print and Internet advertising
campaign along with presentations and exhibits at trade shows to generate top of
mind awareness targeted to the mobile professional.
Other immediate sources of promotion for both DocLYNX7(TM) and
Qxprint(TM) will include direct mailings, e-mail blasts, telemarketing,
aggressive one-on-one sales, and event marketing. The company will develop an
outbound Internet marketing campaign with the assistance of Kana Communication's
Kana Connect product, a 24/7 e-mail response generator, which fully automates
permission based e-mail marketing promotion.
As the company is capitalized, we will begin a direct sales campaign by
contracting with regional sales offices and software resellers. We will use
sales coordinators to set 50 percent of our sales teams' engagements as well as
to remove the administrative burden associated with field sales. Our reporting
methodology will allow us to accurately forecast sales events and to track
activities remotely at a high level.
Develop an in-house marketing communications and customer support program.
Our marketing staff will develop marketing and sales literature along
with a demo CD that will be used as a sales tool and in direct mailings. We will
maintain the highest standard regarding the use of our trademarked logos and
graphics. Our website will be constantly updated to show our most recent
developments and partnerships.
The company will strive to offer the best customer service possible by
providing solutions and answers in a timely fashion. The company will automate
e-mail responses for common questions or problems through the use of Kana
Response. To achieve long-term success, the company must strive for other
elements: superior customer service, customization of products and services,
interactivity, and maximum buying convenience.
Maintain and strengthen our strategic relationships with suppliers and
customers. A key to our ability to provide quality products and services to our
customers is to form strategic relationships with wireless application service
providers, wireless Internet service providers and manufacturers of wireless
equipment. We are pursuing relationships with print on demand companies, and
middleware providers for the wireless industry. We will pursue partnerships with
other WASPs that provide wireless integration platforms such as Air2Web,
Geoworks, and Aether Systems. Other strategic alliances will include hardware
manufacturers such as Nokia, Psion, Ericsson, HP, Palm, and Compaq. It is also
vital to partner with multiple carriers such as Motient's Ardis Network, AT&T
Wireless, Bell South, Bell Atlantic, etc. These relationships will allow us to
provide our customers with the complete service they require. Fostering these
relationships at this stage provides us with an advantage over our current and
potential competitors.
Pursue selective acquisitions to expand our capabilities.
We will pursue acquisitions that we believe allow us to expand our available
resources such as a wireless ISP, imaging print on demand company, other
wireless application service provider, or software development company.
(C)2000 RDC International Inc. 25
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STRATEGIC ALLIANCES
A key to our ability to meet our customers' needs and provide a complete
wireless solution is our relationships with wireless network carriers, sellers
or manufacturers of wireless equipment, and print-on- demand companies.
Wireless Network Carriers. We believe that our relationships with wireless
carriers are mutually beneficial. We expect the wireless carriers to provide our
consumers with clear, quality service that meets their needs. In exchange, we
will purchase large blocks of their network capacity on annual contracts for a
discounted rate. We are currently in negotiations with AT&T, Bell South, Bell
Atlantic and Metricom.
Sellers and Manufacturers of Wireless Equipment. Our services increase the
usefulness of wireless devices in the professional marketplace. We are
aggressive in our search for new peripheral devices that will cost- effectively
deliver our solutions. We strive to foster relationships with these
manufacturers in order to best meet the needs of our clients. We have
established a reseller relationship with Sierra Wireless for wireless hardware.
We are also currently developing DocLYNX7(TM) to port information to devices
such as the Palm Pilots, Windows CE PDA's, and Smart Cell phones using the UP
browser.
Print-On-Demand. Our services provide our clients with the ability to input
minimal information and generate forms and letters on demand. We are
aggressively pursuing a strategic relationship with Lason, a leader in document
management and imaging. Lason, we anticipate, will become the central data
collection and distribution centers for our clients.
Target Vertical Market Relationships. Since we are targeting the real estate
industry first, we are developing alliances with various multiple listing
services that have direct access to thousands of real estate professionals. We
are currently pursuing relationships with InterRealty to allow us access to
their database of listings to be retrieved through DocLYNX7(TM). We will
continue to pursue these types of relationships with MLS companies and other
Internet listing companies such as Realtor.com.
MARKETING RESEARCH
Approximately 15 percent of capital received from investors will be spent on
research and development, preparing for the final stages of beta testing the
program on live documentation and information. The marketing staff will conduct
research internally through surveying new and existing customers, reviewing and
analyzing the extensive databases for industry and purchasing trends, and
polling the sales staff for ways to develop an efficient marketing plan.
Depending on costs, we will consult with third party companies such as Gartner
Group, Forrester Research, The Yankee Group, and Aberdeen, to provide management
with cutting-edge research trends. The company will seek the help of an outside
consulting firm for feasibility studies on future products and services offered.
The success of our Company depends upon our ability to identify and develop new
applications and ways to enhance value for its customers. Through a process of
rational experimentation, awareness of competitor information and strategies,
the Company will become aggressive in developing other e-commerce-based
applications for our wireless customers. In addition we will provide future
models of revenue generating services to our customers.
(C)2000 RDC International Inc. 26
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RETRIEVAL MANAGEMENT
Name Age Position
--------- --- ----------
Peter Voghel* 36 Chief Executive Officer
Anthony Cella* 55 Chief Financial Officer
John Harkola* 48 Vice President of Marketing
Bradley Vossler 38 Chief Development Officer
Sharon Ballgae 37 Chief Technology Officer
Don Hamilton 47 Vice President of Sales
----------------------------
* For Management Bio's on Peter Voghel, Anthony Cella, and John Harkola, please
refer to page 6 of this document. Bradley Vossler's bio is on page 7.
Sharon Ballgae, Chief Technology Officer, has over 12 years of managing
information technology experience. Sharon served as Executive Vice President/CIO
of Point.com, a leading wireless aggregate website. Previously, she served as
Director of Business Technology for Corbis Corporation a leading Internet
business to business broadcasting company. Prior to her start-up experience, Ms.
Ballgae consulted for Microsoft and Boeing. She has a B.S. in aeronautical
engineering from Embry Riddle Aeronautical University and a M.S. in mechanical
engineering from Florida State University, and served as an officer in the
United States Air Force.
Don Hamilton, Vice President of Sales, has over 20 years of high level sales
experience, most recently with Crompton Corporation. As their Asia Pacific
Business Manager, he was responsible for two business units totaling more than
$38 million in annual international sales with achieved growth rates in excess
of 40 percent per annum. Prior to that, he was the National Corporate Account
Manager for Union Carbide Corporation, responsible for growing and managing
domestic and international sales from $2 million to $15 million per year. Mr.
Hamilton has won numerous sales awards and honors including selection to the
Sales Council, which places him in the top 1percent of sales and management
personnel of the Fortune 100 companies. His customer and industry involvement
includes petroleum, refining, electronics, wire and cable, pulp and paper,
cosmetics and personal care, agriculture, textile, paint and coatings, rubber
and plastics, and automotive. Mr. Hamilton has B.S. degrees in business
administration from the University of Redlands, and mechanical engineering from
California State University at Northridge.
(C)2000 RDC International Inc. 27
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OPERATIONS
Engineering and Project Implementation. Our most important operational resource
is our development team, which includes software engineers who specialize in
developing applications for the web community. Our engineers, on average, have
13 years experience in application design.
Technology and Network Operations. We operate a secure network operations center
in Lincoln, Nebraska, which will be moved to Sarasota, FL upon funding. We
believe that this center will be a vital part of our service offering. Our
clients will depend on us to provide them with safe, secure data storage and
retrieval without the burdens of managing the technology and operations of such
a system. The network operations center provides remote back up services in
addition to the data server in our center.
Development Timetable. Our team, with creativity, experience, passion and
vision, has moved DocLYNX7(TM) from concept to launch in an extremely short
period of time and with no capitalization. We are confident that with an
infusion of investment funding we can bring the product and service to market
within a matter of months.
Sales and Marketing. (See Marketing Section) We will market our services through
direct sales, a complete Internet marketing strategy, our website featuring an
e-commerce server for secured downloads, and channel partners. We will market
our products to professional individuals seeking solutions to their information
management and retrieval needs. Our sales operations will encompass real time
high level reporting down to the field level. Conversion rates, specific
opportunity tracking, and high level appointment setting will drive our efforts.
Our target customer is the mobile professional.
INTELLECTUAL PROPERTY RIGHTS
Retrieval Dynamics, DocLYNX7(TM), Qxprint(TM), Qxprint+(TM), eWASP(TM),
"partnering the powerful with the personal(TM) and its services and materials
are trademark protected. Retrieval Dynamics is making every effort to hold
secure the intellectual property rights of the development, software and systems
to support DocyLYNX7(TM) and Qxprint(TM).
(C)2000 RDC International Inc. 28
<PAGE>
RDC INTERNATIONAL, INC.
SUBSCRIPTION PROCEDURES
Investors wishing to subscribe for Shares must execute and deliver the following
items:
1. Subscription Agreement;
2. Confidential Purchaser Questionnaire; and
3. Either
(a) A check payable to RDC International, Inc. in the amount of
$1.00 multiplied by the number of Shares subscribed for; OR
(b) A wire transfer in the amount of $1.00 multiplied by the
number of Shares subscribed for. Subscribers wishing to pay
for their shares by wire transfer should obtain wire
instructions from RDC International, Inc. (941) 365-9955.
The minimum subscription amount is $25,000. (25,000 shares*)
By executing the Subscription Agreement, each purchaser will represent, among
other things, that (a) he is acquiring the Shares being purchased by him for his
own account, for investment purposes and not with a view toward resale or
distribution and (b) immediately prior to his purchase, such purchaser satisfies
the eligibility requirements set forth in this Confidential Private Offering
Memorandum. (see "Terms of the Offering - Investor Suitability Standards"). In
addition, since each purchaser will be subject to certain restrictions on the
sale, transfer or disposition of his Shares as contained in the Subscription
Agreement, a purchaser must be prepared to bear the economic risk of an
investment in the Shares for an indefinite period of time. An investor in the
Shares pursuant to the Subscription Agreement and applicable law, will not be
permitted to transfer or dispose of the Shares, unless they are registered or
unless such transaction is exempt from registration under the Act and other
applicable securities laws, and in the case of a purportedly exempt sale, such
investor provides (at his own expense) an opinion of counsel satisfactory to
RDCI that such exemption is, in fact, available. Certificates representing the
Shares of common stock will bear a legend relating to such restrictions on
transfer.
RDCI has the right to revoke the offer made herein, to refuse to sell Shares to
a particular subscriber for any reason or to allot to any subscriber a number of
Shares less than the number sought to be subscribed for. If RDCI rejects any
subscription, it will give written notice to the Subscriber, by personal
delivery or first-class mail.
* excluding warrants
(C)2000 RDC International Inc. 29
<PAGE>
INVESTOR SUITABILITY STANDARDS
The Shares are being offered without registration under the Act, pursuant to the
exemptions provided by Rule 506 of Regulation D promulgated by the SEC under the
Securities Act of 1933, as amended. The availability of this exemption depends,
among other things, on the financial condition and nature of the purchasers and
manner of the Offering. Consequently, the Shares will be offered only to
accredited investors, as defined in Rule 501(a) of Regulation D promulgated
under the Act.
Regulation D defines an "accredited investor" to include:
1. Any natural person whose individual net worth o joint net worth
with that person's spouse at the time of his purchase exceeds
$1,000,000;
2. Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year;
3. Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person who has such
knowledge and experience in financial matters that such person is
capable of evaluating the risks and merits of an investment in
the Shares; and any bank as defined in Section 3(a)(2) of the
Act, or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Act whether acting in its
individual or fiduciary capacity;
4. Any corporation, business trust or partnership that was not
formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000; and
5. Any entity in which all of the equity owners ar accredited
investors. The Purchaser Questionnaire requires subscribers to
answer questions related to their qualification as accredited
investors.
In addition to the types of investors set forth above, Regulation D also defines
accredited investors to include:
1. Any bank as defined in Section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in Section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity;
2. Any broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934;
3. Any insurance company as defined in Section 2(1 of the Act;
4. Any investment company registered under the Investment Company
Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act;
5. Any Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(3) or (d) of the Small
Business Investment Act of 1958;
6. Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000;
7. Any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such
Act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000
or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors;
8. Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940; and
9. Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of
that issuer;
PLAN OF DISTRIBUTION
(C)2000 RDC International Inc. 30
<PAGE>
RDC International, Inc. is offering up to an aggregate maximum of 5,000,000
Shares* to investors in this Offering. The Shares are being offered and sold
directly by RDCI. The Offering will terminate not later than December 31, 2000
(any such date upon which the Offering terminates is referred to herein as the
"Termination Date"). RDCI may terminate the Offering at any time and without
notice to prospective investors.
The minimum subscription amount per investor is $ 25,000, or 25,000 Shares*
("Minimum Subscription Amount"), unless RDCI, in its sole discretion, agrees to
waive the Minimum Subscription Amount.
All proceeds will be turned over to RDCI immediately upon acceptance of
subscriptions. There will not be any escrow of subscription funds.
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PROSPECTIVE INVESTORS
In order to ensure that a prospective investor satisfies certain minimum
suitability requirements imposed by applicable federal securities laws, each
prospective investor will be required to execute a Subscription Agreement and
thereby make certain representations and warranties including, but not limited
to, that: (a) he has had a reasonable opportunity to ask questions of and
receive answers from the Company concerning the Company and the Offering, and
all such questions, if any, have been answered to his full satisfaction; (b) he
has such knowledge and expertise in financial and business matters that he is
capable of evaluating the merits and risks involved in an investment in the
Shares; (c) he is able to bear the economic risk of losing his entire investment
in the Shares; (d) he will not sell or otherwise transfer any of the Shares, or
any interest therein, unless and until (A) such Shares shall have first been
registered under the Act and/or all applicable state securities laws; or (B) he
shall have first delivered to the Company a written opinion of counsel that the
proposed sale or transfer is exempt from the registration provisions of the Act
and all applicable state securities laws; (e) he an "accredited investor," as
such term is defined in Rule 501(a) of Regulation D of the Rules and Regulations
promulgated under the Act and as set forth in the Confidential Purchaser
Questionnaire; and (f) he is purchasing the Shares for investment purposes only,
and without a view for resale or distribution of the Shares. The ability of a
prospective investor to make the foregoing representations does not necessarily
mean that the Shares are a suitable investment for such prospective investor or
that such investor's subscription will be accepted by RDCI. See the Subscription
Agreement contained in the Subscription Booklet attached hereto.
RESTRICTION ON TRANSFERABILITY:
REGISTRATION RIGHTS
The shares we are offering have not been registered under the Act or any
applicable state securities law and, therefore, cannot be resold unless so
registered or exempt from registration. Certificates for the shares will bear a
restrictive legend, stating that such securities have not been registered under
the Act and may not be transferred or sold unless registered or exempt from
registration hereunder. Unless so registered, an investor may not be able to
sell or transfer the shares for a prolonged period. As part of the Subscription
Agreement, RDC International, Inc. will grant the subscribers certain piggyback
registration rights with respect to the shares. However, there can be no
assurance as to when, if ever, RDCI will complete a public offering in which
investors will be able to sell. While it is RCDI's intention to register such
shares of common stock in any public offering of RDCI's securities after its
initial public offering, the subscribers will agree that the shares may be
restricted from sale or transfer for a period of up to one year after the
effectiveness of a registration statement covering the shares, even if such
shares are registered in such public offering.
* excluding warrants
(C)2000 RDC International Inc. 31
<PAGE>
FORWARD-LOOKING FINANCIAL INFORMATION THE FINANCIAL INFORMATION PRESENTED IS
UNAUDITED AND HAS NOT BEEN REVIEWED BY OUR INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.
Attached are management's projection of the total annualized revenues and
earnings based on the Company's current product release phases for DocLynx7(TM),
full and base plans, and Qxprint(TM). These expectations with respect to
revenues and net earnings are outlined for the years ended December 31, 2000,
2001 and 2002 respectively.
Management's expectations are based on current market and industry indicators,
expected demand within each market area, and the ability to ramp up. Taking a
conservation approach, the company has projected operating expenses based on
immediate realization of costs for each market segment. Conversely, projected
revenues are estimated at a slower rate (or "lagged" behind each market segment)
as customers are added to the subscriber base.
Expansion from one market segment to another will overlap. As a market presence
is established in each segment and a minimum number of subscribers is attained,
RDCI will then begin initial operations on the next market segment targeted for
release. This method of releasing products into the market place will allow the
Company to ramp up quickly in scale and size, while at the same time providing
the company with the best opportunity to establish market dominance early. In
addition, entering into the market segments will control the cost of operations
and allow the Company to finance the forecasted growth from with the Company's
own capital structure.
For the purposes of review, the Company has included the following financial.
(See all schedules below, attached)
1. Forecast and Budget Presentation for the years ended December 31,
2000, 2001 and 2002
2. Cash Flow Summary
3. Revenue Chart for the years ended December 31, 2000, 2001 and
2002
4. Revenue & EBITDA for the years ended December 31, 2000, 2001 and
2002
5. Schedule of Use of Proceeds for Initial Public Issue of Common
Stock
(C)2000 RDC International Inc. 32
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(C)2000 RDC International Inc. 36
