DISTINCTIVE DEVICES, INC.
1324 Motor Parkway, Suite 134
Hauppage, NY 11788
Commission File No: 0-2749
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INFORMATION STATEMENT PURSUANT
TO SECTION 14(f) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14f-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
This Information Statement (the "Information Statement") is being mailed
on or about August 13, 1999, to the holders of record on July 28, 1999, of the
shares of the common stock, par value $ .05 (the "Common Stock") of Distinctive
Devices, Inc. (the "Company"). It is being furnished in connection with the
election of certain designees of certain shareholders of EagleView Industries,
Inc. ("EagleView"), a Florida corporation, to the Board of Directors of the
Company (the "Designees").
Pursuant to a Stock Exchange Agreement, as amended (the "Agreement"),
between the Company and the holders of 80.7% of the outstanding shares of
capital stock of EagleView, the Company will acquire such outstanding Common
Stock of EagleView in exchange for the issue of 8,051,340 shares of the
Company's Common Stock (the "Transaction"). The Agreement additionally provides
that within thirteen months of August 10, 1999, the Closing Date under the
Agreement, the Company will offer to exchange additional shares of its Common
Stock for the balance of the shares of EagleView capital stock that are
outstanding as at such Closing Date and are not being acquired by the Company
on the Closing Date. Such exchange or exchanges shall have an exchange ratio
which shall reflect the Company's commitment to issue an aggregate of 9,976,120
shares of its Common Stock in exchange for all of the outstanding shares of
EagleView as at the Closing Date, which is the exchange ratio by which the
Common Sto f the Company is being exchanged for the 80.7% of the outstanding
shares of EagleView. Such exchange may be effected by a merger of EagleView
into or with the Company or a wholly-owned subsidiary of the Company.
EagleView was organized during February 1998 to enter into the digital
wireless transmission industry utilizing microwave transmission to achieve
high-speed transmission of Wide Area Networks and Wireless Internet Access
Systems. EagleView intends to supply on a turn-key basis wireless systems,
including site engineering evaluation and planning, system cost estimates,
customized financial analysis and projections, and system construction and
operation. Although EagleView was organized during February 1998, it has had
limited operating experience and has not had any sales.
Consummation of the Transaction resulted in a change of control.
No action is required by the shareholders of the Company in connection
with the election or appointment of the Designees to the Board. However,
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the mailing to the Company's shareholders of the information
set forth in this Information Statement prior to a change in a majority of the
Company's directors otherwise than at a meeting of the Company's shareholders.
The current principal executive office of the Company is located at 1324
Motor Parkway, Suite 134, Hauppauge, New York 11788. Upon completion of the
Transaction, the principal office of the Company will be located at 110 E.
Atlantic Avenue, Suite 230, Delray Beach, Florida 33444.
COMMON STOCK
The shares of Common Stock are the only class of voting securities of the
Company outstanding. Each share of Common Stock is entitled to one vote. As
of July 31, 1999, there were 4,119,902 shares of Common Stock outstanding.
Upon consummation of the Transaction, there will be 12,292,954 shares of Common
Stock outstanding.
RIGHT TO DESIGNATE DIRECTORS; THE DESIGNEES
The Board of Directors of the Company currently consists of four members.
Each director holds office until his or her successor is elected and qualified
or until his or her death, resignation or removal. The Agreement provides
that, at the time of the closing of the Transaction, two of the current
directors of the Company, other than Earl M. Anderson, Jr. and Walter E.
Freeman, will resign as directors and the Board will cause the Designees to be
elected as directors as of the time of the closing. The Company intends to
comply with this provision and appoint the four Designees to the Board of the
Company. Two of such Designees shall replace Ms. Joanne L. Kalt and Mr. James
R. Hawk, current directors of the Company.
The election of the Designees is a condition, among others, of the
Transaction. Effective as of the date of closing of the Transaction, which
occurred on August 10, 1999, all of the current officers and directors of the
Company other than Earl M. Anderson, Jr. and Walter E. Freeman, resigned as
officers and directors and caused the Designees to be elected as directors as
of the time of the closing. The designees of the stockholders of EagleView who
are parties to the Agreement are: Michael J. Paolini, Alfred M. Carroccia,
Jr., Earl M. Anderson, Jr. and Walter E. Freeman.
EagleView Technologies, Inc. ("Technologies"), holder of 74.4% of the
outstanding stock of EagleView, and one of the shareholders of EagleView who is
a party to this Agreement, has informed the Company that each of Michael J.
Paolini and Alfred M. Carroccia, Jr. has consented to act as a director.
It is expected that the Designees who are not currently Directors of the
Company may assume office at any time following the consummation of the
Transaction, but not less than ten (10) days subsequent to the date that the
Company shall file this Information Statement with the Securities and Exchange
Commission and shall transmit this Information Statement to holders of record
of the securities of the Company who would be entitled to vote at a meeting for
election of directors, and that, upon assuming office, the Designees will
thereafter constitute a majority of the Board.
DESIGNEES
The following table sets forth the name, present principal occupation or
employment, five-year employment history and certain other information
concerning two of the Designees:
Michael J. Paolini- Age 57. Mr. Paolini will serve as a Director of the
Company. He is currently President of EagleView and will be Chief Executive
Officer and President of the Company. He has served as President of EagleView
Technologies, Inc., a company in the business of wireless communications from
1993 to the present. As indicated above, Technologies is the principal
shareholder of EagleView.
Alfred M. Carroccia, Jr.- Age 53. Mr. Carrocia will serve as a Director of
the Company. He is currently Executive Vice President of Technologies in
charge of Operations and has held such position since 1993, and will be
Executive Vice President and Treasurer at the Company.
In addition to Messrs. Paolini and Carroccia holding the officer positions
listed above, Mr. Anderson will become a Vice President and Chief Financial
Officer and Ms. Kimberly Paolini, wife of Michael J. Paolini, will become
Secretary of the Company.
Information concerning Messrs. Anderson and Freeman, who are also
Designees, is set forth below under the heading "Current Directors and
Executive Officers of the Company."
CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to the provisions of the Company's Bylaws, the Company's current
directors and executive officers hold office until his or her successor is
elected or appointed and qualified, or until his or her death, resignation or
removal by the Board of Directors. Certain information about the Company's
current directors and executive officers is set forth below.
Name Age Position
Earl M. Anderson, Jr. 74 President of the Company since 1977 and
Director since 1982.
Walter E. Freeman 74 Director since 1983.
James R. Hawk 57 Treasurer of the Company since 1979 and a
Director since 1988.
Joanne L. Kalt 45 Vice President of the Company since 1976
and Secretary of the Company since 1979.
Director since 1980.
Mr. Anderson has acted as an independent management consultant since 1964.
He became President of the Company in 1977. He is a director of Sunair
Electronics, Inc., an unaffiliated company.
Mr. Freeman has acted as a financial consultant and bank management
advisor in Alexandria, Virginia since 1982.
Mr. Hawk serves as the Company's treasurer on a part-time basis. Since
1989 he has practiced with a public accounting firm in Danbury, Connecticut.
Mrs. Kalt has been employed by the Company since 1975 and has served the
Company as Secretary and Vice President for more than five years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have standing audit, nominating or compensation
committees of the Board of Directors, or committees performing similar
functions. During the fiscal year ended February 28, 1999, the Board of
Directors held one meeting, which all Directors attended.
Directors receive compensation for attendance at meetings of Directors.
During the fiscal year 1999, such compensation aggregated $800.00.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth compensation paid or accrued to the chief
executive officer of the Company. No director or officer received compensation
exceeding $100,000 for any of the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
Name and Principal
Position Year Paid Deferred Total All Other Compensation
Earl M. Anderson, Jr.
President 1999 $12,000 - $12,000 None
1998 $13,000 - $13,000 None
1997 $63,000 - $63,000 None
Compensation does not include benefits which may be deemed personal, the
amount of which cannot be precisely determined. No stock option or
appreciation rights were granted for fiscal 1999.
In 1990, Mr. Anderson entered into an agreement with the Company
whereunder he is to receive, for consulting and management services rendered,
$48,000 per annum and annual cost of living increases and bonuses, if any, as
may be approved by the Board of Directors. Provisions include payment equal to
his most recent annual compensation in the event of death and lesser
compensation in the event of disability. Since he currently receives
noncompete compensation from the purchaser of the Company's former businesses,
he has waived the annual payment amount provided for in this agreement.
Except for the arrangements described in both the preceding and subsequent
paragraphs, the Company has no formal compensatory plan or contract with
respect to the employment, resignation, retirement or termination of any
director or officer, nor arising from a change of control of the Company.
In connection with the Transaction and upon the closing of the
Transaction, the Board of Directors has approved the following payments to
Directors, two of whom are resigning as Directors: Earl M. Anderson, Jr. -
$130,000, of which $65,000 is payable on the Closing Date and $65,000 in
January 2000, Joanne Kalt - $45,000, of which $15,000 is payable on the Closing
Date and $30,000 in January 2000; James R. Hawk, $15,000 on the Closing Date;
and Walter E. Freeman, $5,000 on the Closing Date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth the number of shares, based on information
obtained from the persons name below, of (1.) the Common Stock of the Company
beneficially owned as of July 31, 1999 by (i) owners of more than 5% of the
Company's Common Stock, (ii) each director of the Company and (iii) all
officers and directors of the Company as a Group and (2.) the Common Stock of
the Company to be beneficially owned as of the Closing Date upon completion of
the Transaction by (i) owners of more than 5% of the Company's Common Stock
(ii) each director of the Company and (iii) all officers and directors of the
Company as a Group:
1. Prior to Closing of the Transaction:
(a) 5% or more owners.
Title of Class Name and Address Amount & Nature of Percent of Class (1)
of Beneficial Beneficial Owner (1)
Holder
Common Stock,
$.05 par value Earl M. Anderson, Jr.
21693 Town Place Drive
Boca Raton, FL 33433 904,500 shares 22.0%
Spear, Leeds & Kellogg
10 Exchange Place
Jersey City, NJ 07302(2) 228,387 shares 5.5%
Leonard Walker
205 Smith Manor Blvd.
West Orange, NJ 07052 244,750 shares 5.9%
(b) Security Ownership of Management
The following table sets forth the number of shares of Common Stock owned by
each director, and by all Directors and officers as a group, as of July 31,
1999:
Title of Class Name and Address Amount & Nature of Percent of Class (1)
of Beneficial Beneficial Owner (1)
Holder
Common Stock,
$.05 par value Earl M. Anderson, Jr.
21693 Town Place Drive
Boca Raton, FL 33433 904,500 shares 22.0%
Walter E. Freeman
921 Croton Drive
Alexandria, VA 22308 11,000 shares 0.3%
James R. Hawk
146 Deer Hill Avenue
Danbury, CT 06810 23,500 shares 0.6%
Joanne L. Kalt
2 Blinker Light Road
Stony Brook, NY 11790 48,000 shares 1.2%
Directors and officers
as a group (4 persons) 987,000 shares 24.0%
(1) Unless otherwise noted, the Company believes that the named owners have
sole voting and investment powers with respect to the shares held.
(2) Spear, Leeds & Kellogg is a registered broker-dealer and a member of the
New York and American Stock Exchanges.
(3) Based upon 4,119,902 shares of Common Stock outstanding on July 31, 1999.
2. Subsequent to Closing of the Transaction
The following table sets forth the number of shares of Common Stock owned by
holders of 5% or more of the Common Stock, each Director, and by all directors
and officers as a group immediately following the Transaction:
Title of Class Name and Address Amount & Nature of Percent of Class (1)
of Beneficial Beneficial Owner (1)
Holder
Common Stock,
$.05 par value EagleView Technologies, Inc.
110 E. Atlantic Avenue
Suite 230
Delray Beach, FL 33444 7,421,340 shares 60.37%
EagleView Properties, Inc.(3)
110 E. Atlantic Avenue
Suite 230
Delray Beach, FL 33444 7,421,340 shares 60.37%
Michael J. Paolini(4)
110 E. Atlantic Avenue
Suite 230
Delray Beach, FL 33444 7,421,340 shares 60.37%
Earl M. Anderson, Jr.
21693 Town Place Drive
Boca Raton, Florida 33433 904,500 shares 7.36%
Alfred M. Carroccia, Jr.
110 E. Atlantic Avenue
Suite 230
Delray Beach, FL 33444 400,000 shares 3.25%
Kimberly Paolini
110 E. Atlantic Avenue
Suite 230
Delray Beach, FL 33444 7,421,340 shares 60.37%
Walter E. Freeman
921 Croton Drive
Alexandria, VA 22308 16,000 shares 0.13%
Directors and Officers
as a group (5 persons) 8,741,840 71.11%
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Based upon 12,292,954 shares of Common Stock outstanding as of the
consummation of the Transaction.
(3)(4) EagleView Properties, Inc. ("Properties"), a Florida corporation, owns
79.58% of the outstanding capital stock of Technologies. Michael J. Paolini
owns 51% of Properties' outstanding stock and is a director and President of
Properties and his wife, Kimberly Paolini, owns 24% of such outstanding stock.
Each of Michael J. Paolini and Kimberly Paolini are deemed to be the beneficial
owner of shares of Properties owned by the other. Accordingly, each is deemed
to be the owner of 75% of Properties' outstanding stock. In addition, Mr.
Carroccia owns 25% of the outstanding stock of Properties. By reason of the
foregoing, each of Properties and Michael J. Paolini and Kimberly Paolini by
reason of their ability to control the voting of the shares of the Company to
be acquired by Technologies in the Transaction may be deemed to be the
beneficial owner of the Company's Common Stock to be acquired by Technologies.
Each of Michael J. Paolini and Kimberly Paolini disclaim beneficial own ership
of shares of Properties owned by the other. Further, they each disclaim
beneficial ownership of the Company's Common Stock deemed beneficially owned by
Properties.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and persons who own more than 10% of the Common
Stock of the Company ("Reporting Persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Reporting
Persons are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file.
Based solely on the Company's review of forms furnished to the Company,
the Company believes that the Company's executive officers, directors and more
than 10% shareholders complied with all filing requirements applicable to them.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the Closing Date, Joanne Kalt and James R. Hawk, who will be
resigning their positions as Directors of the Company, and Walter E. Freeman,
who will remain as a Director, purchased from Industries the following number
of shares of Capital Stock of Industries for the following sums: Joanne Kalt,
20,000 shares - $10,000; Walter E. Freeman, 5,000 shares - $2,500; and James R.
Hawk, 20,000 shares - $10,000. The price paid by each of such persons for the
Industries' stock was the same price paid by other persons who have purchased
shares of stock of Industries in a recent offering which has been terminated as
at Closing Date. In connection with such purchase, each of Ms. Kalt and Messrs.
Hawk and Freeman have become parties to the agreement and will be exchanging
the shares of Industries' Capital Stock acquired by them for shares of the
Company's Common Stock at the same ratio that the other parties to the
Agreement are exchanging their shares of Capital Stock of Industries, such
exchange ratio being two shares of the Company's Common Stock for each share of
Industries' Capital Stock.
\Dated: August 13, 1999.
DISTINCTIVE DEVICES, INC.
/s/ Earl M. Anderson, Jr.
Earl M. Anderson, Jr., President
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