SCHEDULE 14C
(RULE 14c-201)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
( ) Preliminary information statement ( ) Confidential for use of the
Commission only (as permitted
by Rule 14c-5(d)(2))
(X) Definitive information statement
Racom Systems, Inc.
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
(X) No Fee Required.
{ } Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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{ } Fee paid previously with preliminary materials:
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{ } Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedules or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
RACOM SYSTEMS, INC.
16 W. 32nd Street, Suite 801
New York, New York 10001
INFORMATION STATEMENT
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GENERAL
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On July 20, 1999, the Board of Directors of Racom Systems, Inc. (the
"Company") adopted resolutions approving an amendment (the "Amendment") to the
Company's amended Articles of Incorporation and recommending that the Amendment
be submitted to stockholders of the Company for their approval as required under
the Delaware General Corporation Law ("DGCL"). The Amendment provides for a
change in the Company's name to NewState Holdings, Inc.
As of the close of business on July 22, 1999, the record date for the
determination of stockholders to whom this Information Statement is sent, the
Company had outstanding 9,999,480 shares of common stock, par value $.01 per
share (the "Common Stock"), each share being entitled to one vote on each matter
presented at a meeting or to give one consent in lieu of voting at a meeting. As
permitted under Section 228 of the DGCL, by written consent dated July 23, 1999,
stockholders of the Company representing more than 50.1% of the issued and
outstanding shares of Common Stock approved the Amendment. The Amendment will
become effective on the date of the filing thereof with the Secretary of State
of Delaware (the "Effective Date"), which filing is expected to take place on,
or shortly after, September 15, 1999. A copy of the Amendment is attached hereto
as Exhibit 3.(I).
This Information Statement is being mailed to stockholders of the
Company on or about August 25, 1999.
All expenses incurred in connection with the preparation and mailing of
this Information Statement will be borne by the Company. This Information
Statement is prepared and distributed by the Company.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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<PAGE>
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the Amendment, which is not shared by all other stockholders
pro-rata, and in accordance with their respective interests.
PRINCIPAL STOCKHOLDERS
So far is known to the Company, the following table sets forth the
beneficial owners of 5% or more of the Common Stock as July 22 1999. Beneficial
ownership has been determined for purposes herein in accordance with Rule 13d-3
of the Securities Exchange Act of 1934 as amended, under which a person is
deemed to be the beneficial owner of securities if such person has or shares
voting power or investment power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.
<TABLE>
<CAPTION>
Name and Address Title of Class Amount and Nature of Percent of Class
Beneficial Ownership
<S> <C> <C> <C>
Ernest B. Kim Common 8,000,000 (1) 80.0%
Indirect
Misoo Kim Common 8,000,000 (2) 80.0%
Indirect
The Kim Voting Trust Common 8,000,000 (3) 80.0%
Indirect
GEM Singapore Ltd. Common 566,666 5.60%
Direct
Turbo International Ltd. Common 566,666 5.60%
Direct
Ocean Strategic Hldgs. Ltd. Common 633,650 6.30%
Direct
</TABLE>
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(1) Owned of record by NewState Capital Corp., a privately held
corporation, of which Mr. Kim owns 21.9% of the outstanding stock; his
spouse, Misoo Kim, owns 16.7% of the outstanding stock; and, Misoo Kim,
as Trustee of the Kim Voting Trust, has exclusive voting and investment
control over 61.4% of the outstanding stock. Mr. Kim is also a director
and officer of NewState Capital Corp.
(2) Owned of record by NewState Capital Corp., a privately held
corporation, of which Mrs. Kim owns 16.7% of the outstanding stock and
as Trustee of the Kim Voting Trust, exercises exclusive voting and
investment control over 61.4% of the outstanding stock; her spouse,
Ernest B. Kim, a director and officer of NewState Capital Corp., owns
21.9% of the outstanding stock.
(3) Owned of record by NewState Capital Corp., a privately held
corporation. Misoo Kim, as Trustee of the Kim Voting Trust, exercises
exclusive voting and investment control over 61.4% of the outstanding
stock.
<PAGE>
AMENDMENT TO THE COMPANY'S
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT A CHANGE IN NAME
Upon filing of the Amendment, the Company's name will be changed to
NewState Holdings, Inc. The purpose of this change is to reflect the acquisition
by NSK Holdings, Inc., a wholly-owned subsidiary of the Company, on July 20,
1999, of 99.6% of the capital stock of NewState Capital Co., Ltd., a Korean
corporation that trades under the name "NewState" and which constitutes the sole
operating business of the Company. The voting and other rights that accompany
the Common Stock will not be affected by the change in corporate name.
SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO REFLECT THE
CHANGE IN CORPORATE NAME.
By Order of the Board of Directors
ERNEST B. KIM
Chairman of the Board
EXHIBIT 3.(I)
CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(AFTER ISSUANCE OF STOCK}
RACOM SYSTEMS, INC.
This is to certify that the Second Amended and Restated
Certificate of Incorporation of RACOM SYSTEMS, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, is hereby amended as follows:
FIRST: The name of the Corporation is Racom Systems, Inc.
(hereinafter referred to as the "Corporation").
SECOND: That the Board of Directors of the Corporation by
unanimous written consent dated July 20, 1999, adopted resolutions to amend the
original certificate as follows:
RESOLVED, that the Second Amended and Restated Certificate of
Incorporation of this Corporation be amended by changing Article I to
read as follows:
"The name of the Corporation is NewState Holdings, Inc."
THIRD: That the number of shares of stock of the Corporation
outstanding and entitled to vote on an amendment to the Second Amended and
Restated Certificate of Incorporation is 9,999,480; that the said change and
amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
FOURTH: The Corporation has provided non-consenting
stockholders with written notice of said change and amendment to the Second
Amended and Restated Certificate of Incorporation in accordance with Section 228
of the General Corporation Law of the State of Delaware.
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Ernest B. Kim,
Chairman and President
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Sun W. Young,
Secretary
STATE OF
COUNTY OF
<PAGE>
On September ___, 1999, personally appeared before me, a Notary Public,
Ernest B. Kim who acknowledged that he executed the above instrument.
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Signature of Notary
(Notary Stamp or Seal)
STATE OF
COUNTY OF
On September ___, 1999, personally appeared before me, a Notary Public,
Sun W. Young who acknowledged that he executed the above instrument.
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Signature of Notary
(Notary Stamp or Seal)
