<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
INTERCONEXUS.COM, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 52-2225697
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2301 WEST 22ND STREET, SUITE 203, OAK BROOK, ILLINOIS 60523
(Address of Principal Executive Offices) (Zip Code)
(630) 645-0145
Issuer's Telephone Number
Securities to be registered pursuant to Section 12(b) of the Act:
None
----
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
<PAGE> 2
PART I
The Issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
ITEM 6. DESCRIPTION OF BUSINESS.
GENERAL.
InterConexus.com, Inc., a Delaware corporation (the "Company"),
proposes to engage in electronic commerce ("e-commerce") by developing an
on-line business-to-business trading exchange for the global electronic
interconnect industry.
The Company was incorporated in March, 2000 by Capri Corp., a Minnesota
corporation ("Capri"). Capri is engaged in developing computer software that
records, organizes and provides access to real-time integrated manufacturing
information for use by printed circuit board (PCB) manufacturers. Capri develops
and licenses software under the trademarks Paradigm(R) and Paradeim(R) which
provides real time access to information at the PCB manufacturing plant level,
such as engineering information, production scheduling, quality control reports
and levels and types of inventory being produced. Capri also provides related
technical support and user training and distributes certain hardware and third
party software that may be used with Paradigm(R). Capri, a reporting company
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
currently the sole shareholder of the Company. Upon the effectiveness of this
registration statement, Capri intends to distribute all of issued and
outstanding shares of Company common stock ("Common Stock") to Capri's
shareholders on the basis of one share of the Company for each share of Capri
owned on the record date ("Spin-Off"). The objectives of the Spin-Off are:
- - to focus management of the Company on the proposed core business of the
Company without regard to the corporate objectives and policies of Capri;
- - to allow the Company to develop its proposed business independently of
Capri to appeal to an industry-wide customer base;
- - to improve the likelihood that the Company, as a separate Exchange Act
reporting company, will have access to capital;
- - to improve the ability of the capital markets to separately follow and
analyze the operating performance of the Company and Capri;
- - to offer more attractive and appropriate incentives for the retention and
motivation of necessary personnel at the Company; and
- - to offer the Company greater flexibility to facilitate its growth through
acquisitions and/or investments.
<PAGE> 3
The Company's principal executive offices are located at 2301 West 22nd
Street, Suite 203, Oakbrook, Illinois 60523; it's telephone number is (630)
645-0145, and its web site address is www.interconexus.com.
BUSINESS PLAN OF THE COMPANY.
The Company intends to develop an e-commerce business-to-business
trading exchange (the "Trade Exchange") which would make up an electronic
trading community within the global electronic interconnect industry, which
comprises the areas of integrated circuits, semi-conductors, contract assembly,
printed circuit boards and electronic manufacturing service providers. The Trade
Exchange would establish a common trading hub between suppliers, customers and
manufacturers in the global electronic interconnect industry. The Trade Exchange
would enable multi-buyer and multi-seller interaction, would address end-to-end
transactions and it would enable the global electronic interconnect industry
community to share common information and knowledge. The primary role of the
Trade Exchange will be to connect buyers and sellers within the global
electronic interconnect industry.
RELATIONSHIP BETWEEN THE COMPANY AND CAPRI AFTER THE SPIN-OFF
For the purpose of governing certain ongoing relationships between the
Company and Capri after the Spin-Off, the Company and Capri intend to enter into
various agreements and adopt certain policies with respect to the following:
- - Services Agreement. The Company and Capri will enter into an agreement
whereby Capri will agree to provide certain services to the Company on an
as-needed basis. The fees for such services will be based on a rate
designed to reflect Capri's cost of providing such services, including
reimbursement of certain direct out-of-pocket expenses. The Company will be
free to procure such services from outside vendors or to develop an
in-house capability in order to provide such services internally. The
services to be provided to the Company by Capri pursuant to such agreement
may include accounting services, computer services, insurance coverage,
payroll processing services and management of employee benefits programs,
or any other similar services that the Company may require.
- - Office Space. The Company currently intends to share office space with
Capri. Capri intends to allocate to the Company its pro rata share of rent,
common area maintenance charges and other costs and expenses under Capri's
lease for its office space based upon the square footage of the shared
office space occupied by the Company.
- - Software License. The Company and Capri may enter into a license agreement
pursuant to which Capri will grant a license to the Company for certain
components of Paradigm(R), Capri's software application. It is expected
that the fees payable by the Company pursuant to this license agreement
will be at least the same fees generally required under Capri's typical
software license with unrelated third-party customers for the same
software.
2
<PAGE> 4
INDUSTRY BACKGROUND.
Growth of the Internet and the World Wide Web
The Internet and the World Wide Web ("Web") are experiencing dramatic
growth in terms of the number of Web users. The growth of the number of Web
users and the amount of time spent on the Web is being driven by the increasing
importance of the Internet as a communications medium and an information
resource in the sales and distribution channel.
Growth of On-Line E-Commerce
The Internet is dramatically affecting the methods by which consumers
and businesses are buying and selling goods and services. E-commerce offers the
opportunity for businesses to establish new competitive standards by expanding
distribution channels, integrating internal and external processes and offering
a cost-effective method of providing products and services. The Internet
provides on-line businesses with the ability to reach a global audience and to
operate with a minimal infrastructure, reducing overhead and providing greater
economies of scale, while providing customers and businesses with a broad
selection, increased pricing power and unparalleled convenience. As a result, a
growing number of parties are transacting business on the Web.
The Electronic Interconnect Industry On the Internet
The Company has identified a need in the world wide electronic
interconnect community for Internet-based services such as the Trade Exchange
which can provide services and connect businesses involved in the electronic
interconnect industry at an anticipated economical cost. The traditional methods
of information delivery and communications between businesses involved in the
electronic interconnect industry, including trade magazines, telephone and trade
conferences, contain inherent inefficiencies such as:
- trade publications and print media are costly and offer a limited
circulation;
- expansion of businesses beyond traditional boundaries is
expensive due to the high cost of marketing, travel and
promotional expenses; and
- language barriers limit the ability of businesses to communicate.
The Internet provides a medium for businesses around the world to communicate
and enter into business transactions.
COMPETITION.
Barriers to entry into competition with the Company's proposed Trade
Exchange are low. Presently, the Company believes that PCB.007.com,
Verticalnet.com, Agilesoft.com, TheSupply.com. WebQuote.com and FreeMarkets.com
are either engaged in, contemplating or actively pursuing the establishment of a
business-to-business e-commerce service for the electronic interconnect
industry. These companies are larger, more experienced and better financed than
the Company. In addition, many general business-to-business e-commerce
3
<PAGE> 5
companies are larger and better financed than the Company. There are minimal
barriers to such companies developing and providing a business-to-business
e-commerce exchange for the electronic interconnect industry which would compete
directly with that of the Company. See "Risk Factors".
REVENUE AND WORKING CAPITAL.
Revenue
The Company intends to derive revenues from the Trade Exchange by
charging a transaction fee equal to a percentage of the value of the transaction
consummated between buyer and seller via the Trade Exchange. The specifics of
such transaction based fee has not yet been established. In addition, the
Company may also derive revenues from the Trade Exchange in other ways, such as
selling advertising space on the Trade Exchange.
Working Capital
The Company currently has no operations and does not expect to generate
any revenues from operations prior to the time the Trade Exchange becomes
operational. The Company intends to fund its development through investments
from strategic partners, funds from investors, as well as funds borrowed from
Capri, if necessary. Although the Company has had informal contacts with certain
parties regarding investments in the Company, and has also discussed the
possibility of borrowing operating funds from Capri, no agreements have been
reached with respect to such investments or borrowings. See "Risk Factors".
EMPLOYEES.
The Company currently has no employees. As of the date of the Spin-Off,
the Company expects to have a staff of employees, most of which will be
full-time.
CUSTOMERS.
The Company currently has no customers. The Trade Exchange's customer
base is expected to include manufacturers, customers and suppliers within the
global electronic interconnect industry.
MARKETING.
The Company intends to increase the visibility and brand recognition of
its Trade Exchange through a variety of marketing and promotional techniques
such as direct mailings, advertisements in trade publications and attendance at
trade shows. The Company may also pursue co-marketing arrangements with other
websites on the Internet through cross-linking.
4
<PAGE> 6
PATENTS, TRADEMARKS AND LICENSES.
The Company's performance and ability to compete will be dependent to a
significant degree on its ability to develop and protect its proprietary
technology. The Company intends to rely on a combination of trademark, copyright
and trade secret laws, as well as confidentiality agreements and non-compete
agreements executed by employees and consultants in order to establish and
protect its proprietary rights as they are developed or acquired. The Company is
the owner of the "www.interconexus.com" domain name.
RISK FACTORS. The Common Stock of the Company involves a high degree of
risk and is intended for long term investment. The following specific risk
factors should be read in light of the more complete discussion elsewhere in
this Registration Statement.
Possible Conflicts of Interest and Related Party Transactions.
The directors and officers of the Company are also the directors and
officers of Capri. Accordingly, conflicts of interest could arise for such
persons. In addition, as part of its ongoing business and operations, the
Company will engage in certain transactions with Capri. Due to the relationships
between the Company and Capri, the terms of such transactions may not
necessarily be effectuated through arms-length negotiations. However, all such
transactions will be subject to review by the Board of Directors of the Company.
Mehul J. Dave, the Chairman of the Board, President and Chief Executive
Officer of the Company, holds the same positions at Capri. Mr. Dave intends to
divide his time between the Company and Capri, and therefore will be unable to
devote his attention solely to the operations of the Company.
Restrictions On Transfer.
Upon the Spin-Off the Common Stock will not be transferable (other than
by operation of law) until this Registration Statement has been cleared by the
U.S. Securities Exchange Commission and the last to occur of the following: (i)
two years after the Spin-Off has been effected, (ii) the consummation of a
qualified initial public offering of the securities of the Company, or (iii) the
Board of Directors of the Company determines that the business of the Company
has significantly developed to support an active trading market.
The Company has No Operating History And May Experience Risks
Encountered By Early-Stage Companies.
The Company was formed in March 2000 and therefore has no operating
history. The Company's business and prospects must be considered in light of the
risks, expenses and difficulties that companies encounter in the early stages of
development, particularly companies in new and rapidly evolving markets like the
Internet and e-commerce. These risks include the Company's ability to:
5
<PAGE> 7
- develop the Trade Exchange;
- develop its technology and customer service;
- manage its growth effectively;
- anticipate and adapt to the rapid changes that characterize the
market the Company expects to serve;
- expand its sales and marketing efforts to build brand
recognition; and
- continue to identify, attract, retain and motivate qualified
personnel.
The Revenue And Profit Potential Of the Company's Business Model Is
Unproven.
The Company's business model is new and its ability to generate revenue
or profits is unproven.
The Company's Financial Results May Fluctuate And May Be Difficult To
Forecast.
The Company's quarterly revenues, expenses and operating results may be
unpredictable. The Company expects that its operating results will fluctuate in
the future due to a number of factors, some of which are beyond its control.
These factors include:
- its ability to develop the Trade Exchange, and the costs of such
development;
- its ability to attract businesses and customers;
- its ability to control its gross margins;
- consumer confidence in encrypted transactions in the Internet
environment;
- the amount and timing of costs relating to expansion of its
operations;
- technical difficulties consumers and businesses might encounter
in using the Trade Exchange;
- delays in processing orders as a result of computer systems
failures, Internet "brown-outs" or problems with completing,
processing and securing financial transactions through the
Internet; and
- general economic conditions and economic conditions specific to
the Internet and e-commerce.
Additional Capital.
The Company must raise additional capital in the near term to continue
its business plan. The Company will attempt to raise additional capital but
there are no guarantees that it will be able to raise sufficient capital on a
timely basis and on reasonable terms. Additional financing could involve
dilution to the interests of the Company's then-existing stockholders.
The Company Will Face Intense Competition In The E-Commerce Market.
The e-commerce market is new, rapidly evolving and intensely
competitive, and the Company expects competition to intensify in the future.
Barriers to entry are minimal, and competitors presently exist and more may
develop and offer similar services in the future. The Company's business could
be severely harmed if it is not able to compete successfully against current or
future competitors. Although there is no current dominant e-commerce provider in
the
6
<PAGE> 8
Company's expected markets, additional companies may offer competing e-commerce
solutions in the future. In addition, the Company's customers may become
competitors in the future.
The Company Will Rely On Third Parties To Maintain its Critical Systems
And, If These Third Parties Fail To Adequately Perform Their Services, The
Company Could Experience Disruptions In Its Operations.
The Company will rely on a number of third parties for Internet and
telecommunications access, delivery services and financial transaction
processing. The Company will have limited control over these third parties and
no long-term relationships with any of them. From time to time, the Company
expects to experience temporary interruptions in its Web site connection and
telecommunications access. Slow Internet transmissions or prolonged
interruptions in its Web site connection or telecommunications access would
materially harm its business.
The Company May Not Be Able To Sustain Or Grow Its Business Unless It
Keeps Up With Rapid Technological Changes.
The Internet and electronic commerce industries are characterized by:
- rapidly changing technology;
- changes in consumer demands;
- frequent introductions of new services or products that embody
new technologies; and
- evolving industry standards and practices that could render the
Company's Web sites and proprietary technologies obsolete.
The Company's future performance will depend, in part, on its ability
to license or acquire leading technologies, enhance its existing services and
respond to technological advances and emerging industry standards and practices
on a timely and cost-effective basis. Developing Web site and other proprietary
technology involves significant technical and business risks. The Company also
cannot offer assurance that it will be able to successfully use new technologies
or adapt its Web sites and proprietary technology to emerging industry
standards. The Company may not be able to remain competitive or sustain growth
if it does not adapt to changing market conditions or customer requirements.
If The Company Encounters System Failure, Service To Its Customers
Could Be Delayed Or Interrupted. Service Delays Or Interruptions Could Severely
Harm Its Business And Result In A Loss Of Customers.
The Company's ability to successfully maintain e-commerce Web sites and
provide acceptable levels of customer service largely depends on the efficient
and uninterrupted operation of its computer and communications hardware and
network systems. Any interruptions could severely harm the Company's business
and result in a loss of customers.
7
<PAGE> 9
Dependence On Key Personnel.
The Company's future performance depends substantially on the continued
service of Mehul J. Dave, the Chairman, President and Chief Executive Officer of
the Company. Mr. Dave intends to divide his time between Capri and the Company,
and therefore will be unable to focus exclusively on the operations of the
Company.
Business Will Suffer If The Company Does Not Attract And Retain
Additional Highly Skilled Personnel.
The Company's future success will depend upon its ability to hire,
train and retain highly skilled personnel. Competition for quality personnel is
intense. The Company cannot be sure that it will be successful in hiring,
assimilating or retaining the necessary personnel, and its failure to do so
could adversely affect its business and financial condition.
The Company May Not Be Able To Successfully Protect Its Proprietary
Rights.
The Company's ability to compete effectively will depend on its ability
to maintain the proprietary nature of its services and technologies, including
its proprietary software. The Company intends to rely on a combination of
patents, trade secrets, copyright laws, non-disclosure, and other contractual
agreements to protect its rights in its technological know-how and proprietary
services. The Company also intends to depend upon confidentiality agreements
with its officers, directors, employees and consultants to maintain the
proprietary nature of its technology. These measures may not afford the Company
sufficient or complete protection, and others may independently develop know-how
and services similar to the Company's, otherwise avoid its confidentiality
agreements, or produce patents or copyrights that would materially adversely
affect the Company's business, prospects, financial condition and results of
operations.
The Company's Success Depends On The Internet's Ability To Accommodate
Growth In E-Commerce.
The use of the Internet for retrieving, sharing and transferring
information among businesses, buyers, suppliers and partners has only recently
begun to develop. If the Internet were not able to accommodate growth in
e-commerce, the Company's business would suffer. The recent growth in the use of
the Internet has caused frequent periods of performance degradation. The
Company's ability to sustain and improve its services is limited, in part, by
the speed and reliability of the networks operated by third parties.
Consequently, the emergence and growth of the market for its services is
dependent on improvements being made to the Internet infrastructure to alleviate
overloading and congestion.
A Lack Of Development Of The E-Commerce Market Would Negatively Affect
The Company.
If the e-commerce market does not grow or grows more slowly than
expected, the Company's business will suffer. The possible slow adoption of the
Internet as a means of
8
<PAGE> 10
commerce by businesses may harm the Company's prospects. A number of factors
could prevent the acceptance and growth of e-commerce, including the following:
- e-commerce is at an early stage and buyers may be unwilling to
shift their traditional purchasing to online purchasing;
- businesses may not be able to implement e-commerce applications
on these networks;
- increased government regulation or taxation may adversely affect
the viability of e-commerce;
- insufficient availability of telecommunication services or
changes in telecommunication services may result in slower
response times; and
- adverse publicity and consumer concern about the reliability,
cost, ease of access, quality of services, capacity, performance
and security of e-commerce transactions could discourage its
acceptance and growth.
Even if the Internet is widely adopted as a means of commerce, the
adoption of the Company's networks, particularly by companies that have
historically relied on more traditional means, will require broad acceptance of
the new approach. In addition, companies that have already invested substantial
resources in traditional methods of procurement, or in-house e-commerce
solutions, may be reluctant to adopt our e-commerce solutions.
Security Risks Of Electronic Commerce May Deter Use Of The Company's
Products And Services.
A fundamental requirement to conduct business-to-business e-commerce is
the secure transmission of information over public networks. If customers are
not confident in the security of e-commerce, they may not effect transactions on
the Trade Exchange, which would severely harm its business. The Company cannot
be certain that advances in computer capabilities, new discoveries in the field
of cryptography, or other developments will not result in the compromise or
breach of the algorithms the Company will use to protect content and
transactions via e-commerce. Anyone who is able to circumvent the Company's
security measures could misappropriate proprietary, confidential user
information, place false orders or cause interruptions in the Company's
operations. The Company may be required to incur significant costs to protect
against security breaches or to alleviate problems caused by breaches. Further,
a well-publicized compromise of security could deter people from using the
Internet to conduct transactions that involve transmitting confidential
information.
Increasing Governmental Regulation Of The Internet Could Adversely
Affect The Company's Business.
The Company is currently not regulated by any government agency, other
than regulations applicable to businesses generally and laws or regulations
directly applicable to Internet commerce. However, due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted with respect to the Internet, covering issues such as
user privacy, pricing, sales tax, and characteristics and quality of products
and services. Furthermore, the growth and development of Internet commerce may
9
<PAGE> 11
prompt calls for more stringent consumer protection laws that may impose
additional burdens on companies conducting business over the Internet. New laws
or regulations may decrease the growth of the Internet, which, in turn, could
decrease the demand for the Company's services and increase its cost of doing
business. The applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, auction regulation,
sales tax, libel and personal privacy is uncertain and may take years to
resolve.
The tax treatment of the Internet and electronic commerce is currently
unsettled. A number of proposals have been made at the federal, state and local
level and by some foreign governments that could impose taxes on the sale of
goods and services and other Internet activities. In October 1998, the Internet
Tax Freedom Act was signed into law, placing a three-year moratorium on new
state and local taxes on Internet commerce. However, it is possible that future
laws imposing taxes or other regulations on commerce over the Internet could
substantially impair the growth of electronic commerce and as a result have a
negative effect on the Company's business.
In addition, because the Company's service will be available over the
Internet in multiple states and countries, the Company could be required to
qualify to do business as a foreign corporation in each state or country in
which its services are available. The Company is qualified to do business in
only two states, and its failure to qualify as a foreign corporation in a
jurisdiction where it is required to do so could subject it to taxes and
penalties for the failure to qualify. Any new legislation or regulation, or the
application of laws or regulations from jurisdictions whose laws do not
currently apply to the Company's business, could have a material adverse effect
on its business.
ITEM 7. DESCRIPTION OF PROPERTY.
The Company is headquartered at 2301 West 22nd Street, Suite 203, Oak
Brook, Illinois. The Company intends to relocate its headquarters during the
second calendar quarter of 2000. Both of these locations are leased by Capri,
which permits the Company to share its office space. See "Relationships between
the Company and Capri after the Spin-Off."
ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.
Below are the names, ages, positions with the Company and business
experience for the last five years of the executive officers and directors of
the Company.
NAME POSITION AGE
- ---- -------- ---
Mehul J. Dave President and Chairman of the Board of 44
Directors
P. Balasubramanian Secretary, Treasurer and Director 43
Robert W. Heller Director 53
Thomas Mueller Director 58
Jason W. Levin Director 41
10
<PAGE> 12
MEHUL J. DAVE, Director, Chairman of the Board and President of the
Company. Director, Chairman of the Board and President of Capri, from 1992 to
present and President and Chief Executive Officer of Cimnet Systems Inc.,
Capri's wholly-owned operating subsidiary ("Cimnet"), from 1988 to present. Mr.
Dave holds a Masters Degree in Environmental Systems from Governors State
University, a Bachelors Degree in Mechanical Engineering from Illinois Institute
of Technology, and has completed coursework towards a Ph.D. in Space Physics at
the University of Michigan. Mr. Dave is responsible for the overall operation of
the Company.
P. BALASUBRAMANIAN, Director, Secretary and Treasurer. Director,
Executive Vice President, Secretary and Treasurer of Capri, from 1992 to
present; Vice President of Software Engineering of Cimnet, from 1988 to present.
Mr. Balasubramanian holds a Masters Degree in Computer Science from Illinois
Institute of Technology and a Bachelors Degree in Mechanical Engineering from
Annamalai University.
ROBERT W. HELLER, Director of the Company. Director of Capri,
September, 1996 to present. Mr. Heller is currently an independent consultant.
From 1998 to 1999, Mr. Heller was Vice President of Operations at Fieldworks,
Inc. From 1996 to 1997, Mr. Heller was Chief Executive Officer of MiTech R&D
Inc., and was Chief Executive Officer of Advance Circuits Inc. from 1994 to
1995. Mr. Heller holds a Masters Degree in Industrial Engineering from North
Dakota State University and a Bachelors Degree in Industrial Administration from
Purdue University.
THOMAS MUELLER, Director of the Company. Director of the Capri, 1997 to
present. Mr. Mueller has been Vice President of Finance since 1995 of
Help/Systems, a manufacturer of operations automation software for the IBM
AS/400 computer. Mr. Mueller is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants and Minnesota Society of
Certified Public Accountants. Mr. Mueller holds a Bachelors Degree in Accounting
from the University of Minnesota.
JASON W. LEVIN, Director of the Company. Director of Capri, 1997 to
present. Mr. Levin has been a partner in the law firm of Piper Marbury Rudnick &
Wolfe, counsel to the Company, from 1998 to present and a partner in the law
firm of Fagel & Haber, from 1989 to 1998. Mr. Levin is a director of Strube
Celery and Vegetable Company, a corporation engaged in the wholesale
distribution of fresh fruits and vegetables in the Midwestern United States, and
a member of the Board of Managers of the Logan Square Club of the Boys and Girls
Club of Chicago. Mr. Levin holds a Bachelor of Science Degree in Finance and a
Juris Doctor degree from Indiana University.
Each of the Company's directors were appointed to serve as directors on
March 23, 2000, and each will hold office until the next annual meeting of
shareholders. No director has resigned since March 23, 2000 and no director has
declined to stand for re-election in 2001. Each of the Company's executive
officers were elected on March 23, 2000, and each will hold office until the
next annual board of directors meeting. The term of office of each director
expires at each annual meeting of shareholders and upon the election and
qualification of his successor. There
11
<PAGE> 13
are no arrangements with any director or officer regarding any election or
appointment to any office of the Company.
There are no family relationship between any director or executive
officer of the Company. No director, executive officer or significant employee
of the Company, during the prior five years, (i) has filed a petition under the
Bankruptcy Act or any State insolvency law or has had the same filed against
him, or has had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing; or (ii) has been convicted in a
criminal proceeding.
ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Company are not currently compensated
by the Company for their services and have not entered into any employment
agreements with the Company.
ITEM 10. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS.
(a) The following table sets forth information as to the anticipated
record ownership of the Company's Common Stock immediately subsequent to the
Spin-Off based on shares of Capri common stock held on March 24, 2000 by the (i)
officers and directors of the Company, (ii) the officers and directors as a
group and (iii) each person who owns more than 10% or more of the Company's
Common Stock.
NAME OF OWNER(1) AMOUNT OWNED PERCENT OF CLASS
------------- ------------ ----------------
Mehul J. Dave 4,745,000 38.6
P. Balasubramanian 1,375,000 11.2
Robert W. Heller 372,000 3.0
Thomas Mueller 103,000 0.8
Jason W. Levin 0 0
All Officers and
Directors as a Group (5) 6,595,000 53.37
(1) The address of each of Messrs. Dave, Balasubramanian, Heller,
Mueller and Levin is 2301 West 22nd Street, Suite 203, Oak Brook,
Illinois.
(b) As of the date of this Registration Statement, there are no
options, warrants or other rights to purchase Common Stock.
12
<PAGE> 14
ITEM 11. INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.
Jason W. Levin, a director of the Company, is a partner in the law firm
of Piper Marbury Rudnick & Wolfe, counsel to the Company. With the exception of
Mr. Levin's indirect interest, the Company has not engaged in any material
transaction, and there is no presently proposed transaction, in which any
director, officer or principal security holder of the Company, any nominee for
election as a director of the Company, any director or officer of any subsidiary
of the Company, or any relative or spouse of any of the foregoing, had or is
anticipated to have a direct or indirect material interest.
ITEM 12. SECURITIES BEING REGISTERED.
Common Stock is the only class of shares of the Company currently
authorized. The following sets forth certain material terms of the Common Stock.
RESTRICTIONS ON TRANSFER. The Company's Amended and Restated
Certificate of Incorporation (the "Certificate") restricts the transfer of
Common Stock until this Registration Statement has been cleared by the U.S.
Securities Exchange Commission and the last to occur of the following: (i) two
years after the Spin-Off has been effected, (ii) the consummation of a qualified
initial public offering of the securities of the Company, or (iii) the Board of
Directors of the Company determines that the business of the Company has
significantly developed to support an active trading market. Due to these
transfer restrictions, there will be no public market for the Company's Common
Stock following the Spin-Off. In addition, even after these transfer
restrictions expire, there can be no assurance that a public market for the
Company's Common Stock will develop or, if such market does develop, that it
will be sustained.
VOTING RIGHTS. The holder of a share of Common Stock is entitled to one
vote for all purposes. Cumulative voting is not permitted in the election of
directors. Accordingly, the holders of more than 50% of all of the outstanding
shares of Common Stock may elect all of the directors. Significant corporate
transactions such as amendments to the Certificate, mergers, sale of assets and
dissolution or liquidation of the Company requires the approval by the
affirmative vote of the holders of at least a majority the outstanding shares of
Common Stock. Other matters to be voted upon by the holders of Common Stock
normally require the affirmative vote of a majority of the shares present at the
particular shareholders meeting.
DIVIDEND RIGHTS. The holder of a share of Common Stock is entitled to
participate pro rata in dividends paid by the Company, which may be declared,
from time to time, by the Board of Directors out of funds of the Company legally
available for the payment of dividends. The declaration in the future of any
cash or stock dividends will be at the discretion of the Board of Directors and
will depend upon the earnings, capital requirements, and financial position of
the Company, general economic conditions, and other pertinent factors. There is
no assurance that any dividends will be paid in the near future as the Company
has no present plans to pay dividends.
13
<PAGE> 15
LIQUIDATION RIGHTS. Each share of Common Stock shares pro rata with
each other share of Common Stock in any distribution in any liquidation of the
Company. Such rights will be subject to the prior claims of creditors of the
Company.
PREEMPTIVE RIGHTS, CONVERSION RIGHTS, REDEMPTION PROVISIONS, SINKING
FUND PROVISION AND LIABILITY TO FURTHER CALLS AND ASSESSMENTS. There are no
preemptive or conversion rights, redemption provisions, or sinking fund
provisions relating to the Common Stock. All currently outstanding shares of
Common Stock are fully paid and nonassessable. The rights of holders of the
existing class of Common Stock may in the future become subject to prior and
superior rights and preferences in the event the Board of Directors establishes
one or more other classes or series of capital stock of the Company. The Board
of Directors has no present plan to establish any such class or series.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS.
Prior to the consummation of the Spin-Off, there has been no public
market for the Company's Common Stock. In addition, the stockholders of Company
Common Stock will be unable to transfer such stock except in specific
circumstances, as described in Item 12. Even after these transfer restrictions
expire, there can be no assurance that a public market for the Company's Common
Stock will develop or, if such market does develop, that it will be sustained.
ITEM 2. LEGAL PROCEEDINGS.
None.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the formation of the Company, 1,000 shares of the
Company's Common Stock were issued to Capri Corp. for $10,000. Prior to the
Spin-Off, the Company will take such action to ensure that Capri will hold that
number of shares of Common Stock equal to that number of shares of Capri common
stock outstanding as of the record date for the Spin-Off.
14
<PAGE> 16
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of domestic or foreign corporations
under certain circumstances and subject to certain limitations. The Company's
Certificate of Incorporation and Bylaws contain provisions for indemnification
of the Company's directors, officers, and employees consistent with the
provisions of Section 145 of the Delaware General Corporation Law.
15
<PAGE> 17
PART F/S
The following financial statements of the Company are included herein:
(a) Independent Auditor's Report
(b) Balance Sheet
(c) Statement of Stockholder's Equity
(d) Statement of Cash Flows
(e) Notes to Financial Statements
16
<PAGE> 18
Independent Auditor's Report
To the Board of Directors
of InterConexus.com, Inc.
Oak Brook, Illinois
We have audited the accompanying balance sheet of InterConexus.com, Inc. (a
development stage company) as of March 28, 2000 and the related statements of
stockholder's equity and cash flows for the one day period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements referred to above are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of InterConexus.com, Inc. as of
March 28, 2000, and results of its operations and cash flows for the one day
period then ended in conformity with generally accepted accounting principles.
/s/ Klesman, Halper & Co., P.C.
March 28, 2000
Palos Heights, Illinois
<PAGE> 19
InterConexus.com, Inc.
(a development stage company)
Balance Sheet
March 28, 2000
Assets
------
Current assets:
Cash and cash equivalents $ 10,000
--------
Total assets $ 10,000
========
Liabilities and stockholder's equity
------------------------------------
Liabilities $ -
--------
Stockholder's equity:
Common Stock (par value $.0001 per share,
20,000,000 shares authorized, 1,000
shares issued and outstanding) -
Additional paid-in capital 10,000
--------
Total stockholder's equity 10,000
--------
Total liabilities and stockholder's equity $ 10,000
========
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 20
InterConexus.com, Inc.
(a development stage company)
Statement of Stockholder's Equity
For the one day period ending March 28, 2000
Additional
Common paid-in
Total stock capital
----- ----- -------
Balance, beginning of period $ - $ - $ -
Common stock issued,
(1,000 shares) 10,000 - 10,000
-------- -------- --------
Balance, end of period $ 10,000 $ - $ 10,000
======== ======== ========
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 21
InterConexus.com, Inc.
(a development stage company)
Statement of Cash Flows
For the one day period ending March 28, 2000
Cash flows from operating activities:
None $ -
Cash flows from investing activities:
None -
Cash flows from financing activities:
Common stock issued 10,000
--------
Net increase in cash and cash equivalents 10,000
Cash and cash equivalents:
Beginning of period -
--------
End of period $ 10,000
========
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 22
InterConexus.com, Inc.
Notes to Financial Statements
March 28, 2000
Note 1. Summary of significant accounting policies
Description of business
InterConexus.com, Inc. (the "Company") was organized on March 16,
2000 as a corporation in the State of Delaware. The Company is
located in Oak Brook, IL and is a wholly-owned subsidiary of
Capri Corporation (a Minnesota corporation). The Company intends
to pursue certain E-commerce opportunities within the global
electronic interconnect industry.
For purposes of this report, the Company's reporting period
consists of the one day period of March 28, 2000. The Company had
no revenues or expenses for that day and, accordingly, no
statement of operations has been presented.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.
Cash and cash equivalents
For purposes of the balance sheet and statement of cash flows,
cash and cash equivalents consist of cash in a demand deposit
account held at a local bank.
<PAGE> 23
PART III
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Amended and Restated Certificate of
Incorporation of the Company*
2.2 Bylaws of the Company*
3.1 Specimen Certificate for Common Stock *
10.1 Consent of Klesman, Halper & Co., P.C.
27.1 Financial Data Schedule
- -----------------------
* To be filed by amendment
<PAGE> 24
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
INTERCONEXUS.COM, INC.
(Registrant)
Date: March 31, 2000 By: /s/ Mehul J. Dave
---------------------
Mehul J. Dave
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 1
EXHIBIT 10.1
CONSENT OF ACCOUNTANT
We hereby consent to the use of our report dated March 28, 2000, on the
financial statements of InterConexus.com, Inc. for the period ended March 28,
2000. Such report is being included in a Registration Statement to be filed by
InterConexus.com, Inc. on Form 10-SB.
/s/ Klesman, Halper & Co., P.C.
Palos Heights, Illinois
March 31, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> MAR-28-2000
<PERIOD-END> MAR-28-2000
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 10,000
<TOTAL-LIABILITY-AND-EQUITY> 10,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
