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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
___________________________
Date of Report (date of earliest event reported): February 21, 2000
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I-STORM, INC.
(Formerly Digital Power Holding Company)
(Exact name of registrant as specified in its charter)
___________________________
NEVADA 2-93477-D 87-0410127
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2440 WEST EL CAMINO REAL, SUITE 520
MOUNTAIN VIEW, CALIFORNIA 94040
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 962-5420
___________________________
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ITEM 5. OTHER EVENTS
STOCKHOLDER CONSENT TO APPOINTMENT OF BOARD OF DIRECTORS
On February 21, 2000, I-Storm, Inc.("I-Storm" or the "Company") has announced
the appointment of the following members to the I-Storm Board of Directors to
serve the earlier of either a one-year term or until the next annual meeting of
the shareholders. The directors have been appointed pursuant to a written
shareholder consent action. ("Shareholder Consent Action").I-Storm has also
announced the appointment of Matthew Howard as Chairman of the Board of
Directors.
MATTHEW HOWARD, CHAIRMAN Mr. Howard is a thirty-year veteran in executive
management for major U.S. retailers. Mr. Howard has served as Senior Vice
President of both Marketing and Merchandising for Sears, as President of
Computer City, a subsidiary of Tandy Corporation, and as a Senior Vice President
of Montgomery Ward.
CALBERT LAI Co-founder and President of the Company since 1986, Mr. Lai has
developed and expanded LVL's core business and product lines, and has directed
the Company's strategic marketing and consulting business for highly
recognizable brand names in the technology industry, such as IBM, Netscape,
Hewlett-Packard, Sun Microsystems, Cisco Systems, Mitsubishi Electronics
America, Acer Group, Fujitsu PC Corporation, 3COM/PalmPilot, NEC, Philips Mobile
Computer Group and Egghead.Com. A recognized expert in the marketing of
technology products to consumers and end users, Mr. Lai was responsible for the
launch into U.S. retail channels of the Acer PC, in 1993, and the early
marketing of the PalmPilot(TM), in 1996.
WARREN FLICK For over twenty-five years, Warren Flick has enjoyed a
distinguished senior executive management career for major domestic corporations
with a focus on general merchandise retailing. From January 1996 to December
1997, Mr. Flick served as the President and Chief Operating Officer of U. S.
K-Mart Stores. Mr. Flick served as Chairman and Chief Executive Officer of Sears
Mexico, a subsidiary of Sears Roebuck & Co from January 1994 through December
1995, and had also been engaged in senior corporate officer positions at Sears
from 1988 to 1994. Prior to these engagements, Prior to this time, Mr. Flick
served in Senior executive management positions at Montgomery Ward, from 1984 to
1998, and as an Executive Vice President to Harper Industries from 1980 to 1984.
He has recently served on the Board of Directors of Stride Rite Corporation, One
Price Clothing Corporation and e-Save Corporation.
TOMMY BENNETT Tommy Bennett is the Senior Vice President of Business Development
at Computer Associates International, Inc, ("CA") a leading business software
company, delivering the end-to-end infrastructure to enable eBusiness through
innovative technology, services and education. CA has 17,500 employees worldwide
and with revenue annual revenue of $6.5 billion. Mr. Bennett joined CA in 1988
as the Development Center Manager for the Dallas Texas development and support
facility. In 1993, Mr. Bennett was relocated to Long Island, New York to CA's
worldwide headquarters where he took the position of Vice President of Strategic
Alliances. In this position he negotiated many development relationship
agreements with CA's strategic hardware and software partners. In 1994, Mr.
Bennett was promoted to Senior Vice President of Business Development and has
negotiated many of CA's mergers and acquisitions around the world.
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JOSEPH HOFFMAN Joe Hoffman has practiced commercial litigation and civil law
since 1983. He is a partner with Weinberg, Hoffman, Casey & Ropers in San
Francisco, where he has directed significant multimillion dollar class action
litigations. Mr. Hoffman has a Bachelor's degree in business from Babson
College, a Master's Degree in International Management from the American
Graduate School of International Management (Thunderbird) in Arizona, and a Law
Degree from the University of San Francisco. Mr. Hoffman also worked throughout
the world for the Schering-Plough Corporation in the International Audit
Department from 1977-1980.
APPROVAL OF 1998 SUPPLEMENTAL INCENTIVE STOCK OPTION AND NON-STATUTORY OPTION
PLAN
The Shareholder Consent Action also approved, effective as of December
13, 1999, I-Storm's 1998 Supplemental Incentive Stock Option and Non-Statutory
Option Plan, which had been adopted by the Company's Board of Directors on July
27, 1999 subject to shareholder approval ("the 1998-B Plan"). The Board of
Directors adopted the 1998 B-Plan on the grounds that in order for the Company
and its subsidiaries to attract and retain the services of executive and other
key employees, it was necessary for the Company to have the ability and
flexibility to provide a compensation package which compared favorably with
those offered by other companies. The number of shares of Common Stock issuable
pursuant to the 1998-B Plan will be One Million Five Hundred Thousand
(1,500,000) shares. Awards under the 1998-B Plan may be made to key employees,
including officers and directors of and consultants to the Company and its
subsidiaries. Members of the Compensation Committee are also eligible for
options granted under the 1998-B Plan. The 1998-B Plan imposes no limit on the
number of officers and other key employees to whom awards may be made. The
exercise price of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. The exercise price of each Nonstatutory Stock
Option shall be not less than eighty-five percent (85%) of the Fair Market Value
of the stock subject to the Option on the date the Option is granted.
Grants of options to certain officers and directors of the Company in
employment or consulting agreements were also approved in the January 2000
Shareholder Consent Action. Pursuant to their employment agreements, Messrs.
Irfan Salim, Gordon Leong, and Richard Lin are entitled to receive options to
purchase 350,000, 150,000 and 150,000 shares of Common Stock, respectively, and
pursuant to a consulting agreement, Matthew Howard is entitled to receive
100,000 options to purchase Common Stock, at the market price of the Common
Stock on the date of shareholder approval, subject to ratable vesting over a 36
month period. Such options are also accelerable if certain performance
objectives have been met at that time. Those performance objectives relate to
the establishment of each of three on-line e-commerce stores by the Company. The
Company has also granted 476,000 additional options, pursuant to the 1998
B-Plan, to approximately 15 employees and 6 consultants.
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A Form 14-C Information Statement was filed with the Securities and
Exchange Commission and distributed to all common shareholders on February 2,
2000 regarding the Shareholder Consent Action.
EXHIBITS
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EXHIBIT 20 FORM OF I-STORM SHAREHOLDER CONSENT*
EXHIBIT 99.1 PRESS RELEASE
EXHIBIT 99.2 FORM OF 1998 SUPPLEMENTAL STOCK OPTION PLAN*
* Incorporated by reference to the February 2, 2000 Form 14-C Information
Statement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
I-Storm has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
I-STORM, INC.
Date: February 21, 2000 By: /S/ Calbert Lai
-----------------------------
Calbert Lai,
President
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Contacts: Aimee Boutcher Stuart Mangrum
(973) 239-2878 (650) 318-0300
[email protected] [email protected]
I-STORM ANNOUNCES NEW DIRECTORS
RETAIL VETERANS BRING MERCHANDISING CLOUT TO E-COMMERCE INCUBATOR
MOUNTAIN VIEW, CA, February 22, 2000 -- I-Storm, Inc. (ISTM) today announced the
appointment of three new members to its Board of Directors. Warren Flick, Tommy
Bennett, and Joe Hoffman will join returning Board members Matthew Howard and
Cal Lai. I-Storm also announced the appointment of Matthew Howard as Chairman of
the Board.
Two of the Directors have extensive experience in retail operations. Matthew
Howard served as Senior E.V.P. of both marketing and merchandising for Sears, as
President of Computer City, and as a Senior E.V.P. for Montgomery Ward. Warren
Flick is Co-Chairman of e-Save.com, an internet marketing platform for national
consumer brands and is the former President and Chief Operating Officer of Kmart
stores as well as having held a number of senior corporate officer positions at
Sears. Mr. Flick also serves as a director of the Stride Rite Corporation and
One Price Clothing Stores. "Getting either of these master merchants to sit on
our board would have been a coup," Lai observed. "Together, they bring us a
wealth of knowledge and connections. I-Storm's initiatives in online retail,
particularly in the click-and-mortar space, will benefit dramatically as a
result."
"I'm very excited about I-Storm's business model and prospects," Chairman
Howard noted. "Cal and his team bring a great amount of depth and knowledge to
any company wanting to make a bold Internet play, whether that means reinventing
an existing line of business or launching a new one. They have a rare
combination of technology expertise and marketing savvy, and a customer-centric
approach that resonates with everything we know about successful retailing."
Warren Flick was equally upbeat. "I-Storm has everything it takes to compete in
this space, from strategy to execution. They understand the technology, but they
also understand that it takes more than technology to grow a successful online
business. They offer a unique solution for companies moving from
brick-and-mortar to click-and-mortar."
Also joining the Board are Joe Hoffman and Tommy Bennett. Mr. Hoffman is an
attorney-at-law in private practice, with extensive background in litigation and
business law. Mr. Bennett is the Senior Vice President of Business Development
for Computer Associates International, one of the world's leading technology
companies and an I-Storm strategic partner. "This is excellent news for
I-Storm," Cal Lai observed. "The new Board gives us tremendous depth in two
areas that are absolutely core to our business: retail operations and enterprise
IT systems. In my view that's a significant competitive advantage."
Tommy Bennett adds, "This is the perfect model for mid-market companies seeking
a quick evolution into e-business. There is tremendous demand among CA customers
for this type of approach, and the unique services I-Storm has to offer."
I-Storm, Inc. (ISTM: OTC BB) partners with successful brands to co-develop,
co-fund, and co-manage aggressive e-commerce ventures. I-Storm's expertise in
e-business strategy, site development, and retail operations, coupled with its
willingness to invest in the opportunities it identifies, affords mid-market
companies a unique opportunity to quickly get to market with highly competitive
e-commerce systems. Combining the roles of an outsource service provider and an
e-business incubator, I-Storm builds and operates world-class online selling
systems, harnessing best-of-breed technologies and innovative business practices
drawn from its experience as a Silicon Valley pioneer in e-commerce and
interactive marketing. By leveraging the existing brand, fulfillment, and
support infrastructures of its partners, I-Storm is able to focus on site
development and growth, sharing in the risks and rewards of the channel. For
more information please visit I-Storm at http://www.i-storm.com/
# # #
The statements made in this release that are not historical facts contain
forward-looking information that involves risks and uncertainties. Important
factors that may cause actual results to differ include, but are not limited to,
the impact of competitive products and services, each company's ability to
manage growth and to develop e-business, the effect of economic and business
conditions, changes in technology and other risks detailed from time to time in
the company's filings with the Securities and Exchange Commission.
